Exhibit 4.1

MASTER INDENTURE

between

GE DEALER FLOORPLAN MASTER NOTE TRUST,
as Issuer

and

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

Master Indenture

TABLE OF CONTENTS

                                                                                                               PAGE
                                                      ARTICLE I
                                     Definitions and Incorporation by Reference

SECTION 1.1.    Definitions..........................................................................            2
SECTION 1.2.    Other Interpretive Matters...........................................................           21
SECTION 1.3.    Incorporation by Reference of TIA....................................................           22

                                                     ARTICLE II
                                                      The Notes

SECTION 2.1.    Form.................................................................................           22
SECTION 2.2.    Execution, Authentication and Delivery...............................................           23
SECTION 2.3.    Temporary Notes......................................................................           23
SECTION 2.4.    Registration; Registration of Transfer and Exchange..................................           23
SECTION 2.5.    Mutilated, Destroyed, Lost or Stolen Notes...........................................           25
SECTION 2.6.    Persons Deemed Owner.................................................................           26
SECTION 2.7.    Payment of Principal and Interest; Defaulted Interest................................           26
SECTION 2.8.    New Issuances........................................................................           27
SECTION 2.9.    Cancellation.........................................................................           29
SECTION 2.10.   Book-Entry Notes.....................................................................           29
SECTION 2.11.   Notices to Clearing Agency...........................................................           30
SECTION 2.12.   Definitive Notes.....................................................................           30
SECTION 2.13.   Treasury Notes.......................................................................           32
SECTION 2.14.   CUSIP Numbers........................................................................           32
SECTION 2.15.   Perfection Representations and Warranties............................................           32
SECTION 2.16.   Notes to Constitute Indebtedness.....................................................           32
SECTION 2.17.   Redemption...........................................................................           32

                                                     ARTICLE III
                                                      Covenants

SECTION 3.1.    Payment of Principal and Interest....................................................           32
SECTION 3.2.    Maintenance of Office or Agency......................................................           33
SECTION 3.3.    Paying Agent's Obligations...........................................................           33
SECTION 3.4.    Existence............................................................................           33
SECTION 3.5.    Protection of the Collateral; Further Assurances.....................................           33

TABLE OF CONTENTS
(continued)

                                                                                                               PAGE
SECTION 3.6.    Opinion as to the Collateral.........................................................           34
SECTION 3.7.    Performance of Obligations; Servicing of Transferred Receivables.....................           34
SECTION 3.8.    Taxes................................................................................           37
SECTION 3.9.    Annual Statement as to Compliance....................................................           37
SECTION 3.10.   Negative Covenants...................................................................           37
SECTION 3.11.   Successor or Transferee..............................................................           40
SECTION 3.12.   Notice of Early Amortization Event and Events of Default.............................           40
SECTION 3.13.   Further Instruments and Acts.........................................................           41
SECTION 3.14.   Enforcement of Related Documents.....................................................           41

                                                     ARTICLE IV
                                             Satisfaction and Discharge

SECTION 4.1.    Satisfaction and Discharge of Indenture..............................................           41
SECTION 4.2.    Application of Trust Funds...........................................................           43

                                                     ARTICLE V
                          TRUST EARLY AMORTIZATION EVENTS, EVENTS OF DEFAULTS AND REMEDIES

SECTION 5.1.    Trust Early Amortization Events......................................................           43
SECTION 5.2.    Events of Default....................................................................           43
SECTION 5.3.    Acceleration of Maturity and Annulment; Remedies.....................................           44
SECTION 5.4.    Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee........           47
SECTION 5.5.    Limitation of Suits..................................................................           49
SECTION 5.6.    Unconditional Rights of Noteholders to Receive Principal and Interest................           50
SECTION 5.7.    Restoration of Rights and Remedies...................................................           50
SECTION 5.8.    Rights and Remedies Cumulative.......................................................           50
SECTION 5.9.    Delay or Omission Not a Waiver.......................................................           50
SECTION 5.10.   Control by Noteholders...............................................................           50
SECTION 5.11.   Waiver of Past Defaults..............................................................           51
SECTION 5.12.   Undertaking for Costs................................................................           51
SECTION 5.13.   Waiver of Stay or Extension Laws.....................................................           51
SECTION 5.14.   Action on Notes......................................................................           51
SECTION 5.15.   Performance and Enforcement of Certain Obligations...................................           52

TABLE OF CONTENTS
(continued)

                                                                                                               PAGE
SECTION 5.16.   Sale of Collateral...................................................................           52

                                                     ARTICLE VI
                                     THE INDENTURE TRUSTEE AND THE PAYING AGENT

SECTION 6.1.    Duties of the Indenture Trustee......................................................           54
SECTION 6.2.    Rights of the Indenture Trustee......................................................           56
SECTION 6.3.    Individual Rights of the Indenture Trustee...........................................           57
SECTION 6.4.    Funds Held in Trust..................................................................           58
SECTION 6.5.    Notice of Early Amortization Events or  Events or Defaults...........................           58
SECTION 6.6.    Reports by Indenture Trustee to the Noteholders......................................           58
SECTION 6.7.    Compensation and Indemnity...........................................................           58
SECTION 6.8.    Resignation and Removal; Appointment of Successor....................................           59
SECTION 6.9.    Successor Indenture Trustee by Merger................................................           60
SECTION 6.10.   Appointment of Co-Trustee or Separate Trustee........................................           60
SECTION 6.11.   Eligibility; Disqualification........................................................           61
SECTION 6.12.   Acceptance by Indenture Trustee......................................................           62
SECTION 6.13.   Preferential Collection of Claims Against the Issuer.................................           63
SECTION 6.14.   Reports by Indenture Trustee to Noteholders..........................................           63
SECTION 6.15.   Representations and Warranties.......................................................           63
SECTION 6.16.   The Paying Agent.....................................................................           64

                                                     ARTICLE VII
                                            NOTEHOLDERS LISTS AND REPORTS

SECTION 7.1.    The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders.......           65
SECTION 7.2.    Preservation of Information; Communications to Noteholders...........................           65
SECTION 7.3.    Reports by the Issuer................................................................           66
SECTION 7.4.    List of Noteholders..................................................................           66

                                                    ARTICLE VIII
                                        Accounts, Disbursements and Releases

SECTION 8.1.    Collection of Amounts Due............................................................           67
SECTION 8.2.    Trust Accounts.......................................................................           67
SECTION 8.3.    Rights of Noteholders................................................................           68
SECTION 8.4.    Collections and Allocations..........................................................           68

TABLE OF CONTENTS
(continued)

                                                                                                               PAGE
SECTION 8.5.    Shared Principal Collections.........................................................           70
SECTION 8.6.    Excess Non-Principal Collections.....................................................           70
SECTION 8.7.    Release of Collateral................................................................           70
SECTION 8.8.    Opinion of Counsel...................................................................           70

                                                     ARTICLE IX
                                               Supplemental Indentures

SECTION 9.1.    Supplemental Indentures Without Consent of Noteholders...............................           71
SECTION 9.2.    Supplemental Indentures With Consent of Noteholders..................................           72
SECTION 9.3.    Execution of Supplemental Indentures.................................................           75
SECTION 9.4.    Effect of Supplemental Indenture.....................................................           75
SECTION 9.5.    Reference in Notes to Supplemental Indentures........................................           75
SECTION 9.6.    Conformity with Trust Indenture Act..................................................           75

                                                      ARTICLE X
                                                    Miscellaneous

SECTION 10.1.   Compliance Certificates and Opinions, etc............................................           75
SECTION 10.2.   Form of Documents Delivered to the Indenture Trustee.................................           77
SECTION 10.3.   Acts of Noteholders..................................................................           78
SECTION 10.4.   Notices, etc., to the Indenture Trustee, the Issuer and Rating Agencies..............           79
SECTION 10.5.   Notices to Noteholders; Waiver.......................................................           79
SECTION 10.6.   Alternate Payment and Notice Provisions..............................................           80
SECTION 10.7.   Successors and Assigns...............................................................           80
SECTION 10.8.   Severability.........................................................................           80
SECTION 10.9.   Benefits of Indenture................................................................           80
SECTION 10.10.  Legal Holidays.......................................................................           81
SECTION 10.11.  Governing Law........................................................................           81
SECTION 10.12.  Counterparts.........................................................................           82
SECTION 10.13.  The Issuer Obligation................................................................           82
SECTION 10.14.  Communication by Noteholders with Other Noteholders..................................           83
SECTION 10.15.  Agents of the Issuer.................................................................           83
SECTION 10.16.  Survival of Representations and Warranties...........................................           83

                                                                                                               PAGE
SECTION 10.17.  Conflict with Trust Indenture Act....................................................           83
SECTION 10.18.  Subordination........................................................................           83

EXHIBITS

EXHIBIT A Form of Officer's Certificate (Section 3.9)

SCHEDULE 1 Perfection Representations and Warranties (Section 2.15)

MASTER INDENTURE, dated as of [_______], 2004, between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust and WILMINGTON TRUST COMPANY, a
[___________], as trustee and not in its individual capacity.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

GRANTING CLAUSE

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

Such Grant is made in trust to the Indenture Trustee.

Master Indenture

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

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

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

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

"Account" means each Initial Account and, from and after the related Addition Date, each Additional Account. The term "Account" shall not include any Removed Accounts.

"Account Schedule" is defined in the First Tier Agreement.

"Accounts Receivable" means, with respect to any Dealer, all amounts shown on such Dealer's records as amounts payable by a customer in respect of goods or services sold by such Dealer to such customer.

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

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

"Act" is defined in Section 10.3(a).

"Addition Date" is defined in the First Tier Agreement.

"Additional Account" means an Eligible Account, which is designated pursuant to the First Tier Agreement to be included as an Account and is identified in an Account Schedule delivered to the Indenture Trustee.

"Administration Agreement" means the Administration Agreement, dated as of
[ ], 2004, between the Administrator, the Trustee and the Issuer.

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

Master Indenture

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

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

"Aggregate Principal Receivables" means, as of any date of determination, the aggregate Outstanding Balance of Principal Receivables as of such date.

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

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

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

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

"Authorized Officer" means (a) with respect to any corporation or statutory trust, the Chairman or Vice-Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer and each other officer or employee of such corporation or trustee of such statutory trust specifically authorized in resolutions of the Board of Directors of such corporation or trustee or administrator of such statutory trust to sign agreements, instruments or other documents on behalf of such corporation or statutory trust or by the governing documents or agreements of such statutory trust in connection with the transactions contemplated by the Related Documents, and (b) with respect to a limited liability company, any officer or manager of such limited liability company, provided, that any Authorized Officer of the Transferor shall be considered to be an Authorized Officer of the Issuer.

"Bankruptcy Code" means the provisions of Title 11 of the United States Code, 11 U.S.C. Sections 101 et seq.

"Benefit Plan" means (i) an "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to Title I of ERISA, (ii) a "plan" as defined in
Section 4975 of the Code, (iii) an entity whose underlying assets include plan assets by reason of investment by an employee

Master Indenture

benefit plan or plans in such entity, or (iv) a governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code.

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

"Business Day" means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York, the State of Illinois or the State of Connecticut (or, with respect to any Series, any additional city specified by the related Indenture Supplement).

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

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

"Class" means any class of Notes of any Series.

"Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act that has been designated as the "Clearing Agency" for purposes of this Indenture.

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

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

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

"Collateral" is defined in the Granting Clause of this Indenture.

"Collateral Amount" is defined, with respect to any Series, in the Indenture Supplement for such Series.

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

Master Indenture

character from time to time supporting or securing payment of such Receivable whether pursuant to the agreement giving rise to such Receivable or otherwise, and (iv) all Records in respect of such Receivable.

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

"Collections" means, without duplication, all payments by or on behalf of Dealers received in respect of the Receivables (including proceeds from the realization upon any Collateral Security), in the form of cash, checks, wire transfers or any other form of payment. Collections of Non-Principal Receivables shall include all Recoveries. Amounts paid by Transferor pursuant to Section 2.5 of the Second Tier Agreement shall be deemed to be Principal Collections. Amounts paid by Transferor pursuant to Section 6.1(e) of the Second Tier Agreement shall be deemed to be Principal Collections to the extent that they represent the purchase price of Principal Receivables. Amounts paid by the Master Servicer pursuant to Section 2.6 of the Servicing Agreement shall be deemed to be Principal Collections.

"Commission" means the Securities and Exchange Commission.

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

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

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

"Corporate Trust Office" means, (a) with respect to the Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of this Indenture is located at [1100 N. Market Street, Wilmington, Delaware 19890], Attention: [________] (facsimile no.[(___) ___-____)]; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the

Master Indenture

Issuer) and (b) with respect to the Trustee, the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of this Indenture is located at [White Clay Center, Route 273, Newark, Delaware 19711], Attention: Corporate Trust Administration (facsimile no.[(___) ___-____)].

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

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

"Custodian" means [ ].

"Custody and Control Agreement" means the Custody and Control Agreement, dated as of [ ], 2004, among the Issuer, the Custodian and the Indenture Trustee.

"Date of Processing" means, as to any transaction, the date on which the transaction is first recorded on the Issuer's computer file of accounts (without regard to the effective date of such recordation).

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

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

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

"Defaulted Receivable" is defined in the First Tier Agreement.

"Definitive Notes" is defined in Section 2.10.

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

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

Master Indenture

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

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

"DFS Financing Trust" means Distribution Financial Services Floorplan Master Trust.

"DFS Financing Trust Termination Date" means the date on which the DFS Financing Trust is terminated.

"Discount Factor" is defined in the Second Tier Agreement.

"Discount Portion" means, with respect to a Receivable, the portion thereof equal to the product of the Discount Factor and the outstanding principal balance of such Receivable.

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

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

"Eligible Account" is defined in the First Tier Agreement.

"Eligible Deposit Account" means: (a) a segregated deposit account maintained with a depository institution or trust company whose short term unsecured debt obligations, if rated by S&P, are rated A-1+ by S&P and, if rated by Moody's, are rated P-1 by Moody's, (b) a segregated account which is either
(i) maintained in the corporate trust department of the Indenture Trustee or
(ii) maintained with a depository institution or trust company whose long term unsecured debt obligations, if rated by S&P, are rated at least BBB by S&P and, if rated by Moody's, are rated at least Baa3 by Moody's, or (c) a segregated trust account or similar account maintained with a federally or state chartered depository institution (i) whose long-term unsecured debt obligations, if rated by S&P, are rated at least BBB by S&P and, if rated by Moody's, are rated at least Baa3 by Moody's and (ii) that is subject to federal or state regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R.
Section 9.10(b) in effect on the date hereof.

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

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

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

                                                                Master Indenture

"Event of Default" is defined in Section 5.2.

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

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

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

"FDIC" means the Federal Deposit Insurance Corporation.

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

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

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

"Financing Agreement" means any Wholesale Financing Agreement or Asset Based Lending Financing Agreement.

"First Tier Agreement" means the Receivables Sale Agreement, dated as of
[___________], 2004, among the Originators and the Transferor.

"Fitch" means Fitch, Inc., doing business as Fitch Ratings.

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

Master Indenture

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

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

"GE Capital" means General Electric Capital Corporation, a Delaware corporation.

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

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

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

"Indenture" means this Master Indenture, dated as of [ ], 2004 between the Issuer and the Indenture Trustee.

"Indenture Servicer Default" means:

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

Master Indenture

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

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

"Indenture Trustee" means Wilmington Trust Company, not in its individual capacity but solely as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.

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

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

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

"Initial Closing Date" means [ ], 2004.

"Insolvency Event" means, with respect to a specified Person: (a) the commencement by a court having jurisdiction in the premises of an involuntary action seeking: (i) a decree or order for relief in respect of such Person in a case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law, (ii) the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such Person or (iii)

Master Indenture

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

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

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

"Investment Company Act" means the Investment Company Act of 1940.

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

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

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

"Lien" means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale, any lease or title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing), and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction); provided, however, Permitted Encumbrances shall not constitute a Lien.

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

Master Indenture

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

"Material Originator" means an Originator that is the Originator with respect to Principal Receivables representing at least [five] percent ([5]%) of the Outstanding Balance of the Principal Receivables owned by the Issuer.

"Minimum Free Equity Amount" means, as of any date of determination, the product of (a) the Note Trust Principal Balance and (b) the highest of the Minimum Free Equity Percentages specified in the Indenture Supplements effective on the date of determination.

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

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

"Moody's" means Moody's Investors Service, Inc.

"New Issuance" is defined in Section 2.8(a).

"Non-Principal Collections" means the sum of (a) Collections of interest and all other non-principal charges (including insurance service fees and handling fees) on the Receivables, (b) the product of (i) principal payments on the Receivables and (ii) the Discount Factor, and (c) all Recoveries.

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

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

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

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

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

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

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

Master Indenture

"Note Trust Certificate" means a certificate captioned "Note Trust Certificate", representing a beneficial interest in a portion of the assets held by the DFS Financing Trust.

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

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

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

"Officer's Certificate" means, with respect to any Person, a certificate signed by an Authorized Officer of such Person.

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

"Originator Guaranty" means the Originator Performance Guaranty dated as of [ ], 2004 made by GE Capital.

"Originators" means the Persons from time to time party to the First Tier Agreement as "Sellers". As of the Initial Closing Date, the only Originators are GE Commercial Distribution Finance Corporation and Transamerica Commercial Finance Corporation.

"Other Assets" is defined in Section 10.18.

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

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

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

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

provided, that in determining whether the Noteholders of the requisite Outstanding Principal Balance of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Related Document, Notes owned by the Issuer or any Affiliate thereof shall be disregarded and deemed not to be Outstanding, except that, in determining

Master Indenture

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

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

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

"Participation Agreement" is defined in the First Tier Agreement.

"Participation Interest" is defined in the First Tier Agreement.

"Paying Agent" means with respect to the Notes, initially the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 and is authorized by the Issuer to make the payments from the Trust Accounts, including payment of principal of or interest on the Notes on behalf of the Issuer; provided, that if the Indenture Supplement for a Series so provides, a separate or additional Paying Agent may be appointed with respect to such Series.

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

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

"Permitted Investments" means one or more of the following:

(a) obligations of, or guaranteed as to the full and timely payment of principal and interest by, the United States or obligations of any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States;

(b) repurchase agreements on obligations specified in clause (a); provided, that the short-term debt obligations of the party agreeing to repurchase are rated on the date of acquisition by at least one rating agency and, if rated by S&P, are rated A-1+ by S&P and, if rated by Moody's, are rated P-1 by Moody's;

Master Indenture

(c) federal funds, certificates of deposit, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days or, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days) of any United States depository institution or trust company incorporated under the laws of the United States or any State thereof or of any United States branch or agency of a foreign commercial bank; provided, that the short-term debt obligations of such depository institution or trust company are rated on the date of acquisition by at least one rating agency and, if rated by S&P, are rated A-1+ by S&P and, if rated by Moody's, are rated P-1 by Moody's;

(d) commercial paper (having original maturities of not more than 30 days) which on the date of acquisition are rated by at least one rating agency and, if rated by S&P, are rated A-1+ by S&P and, if rated by Moody's, are rated P-1 by Moody's;

(e) securities of money market funds rated on the date of acquisition by at least one rating agency and, if rated by S&P, are rated A-1+ by S&P and, if rated by Moody's, are rated P-1 by Moody's; and

(f) any other investment permitted by each of the rating agencies as set forth in writing delivered to the Indenture Trustee; provided, that investments described in clauses (e) and (f) shall be made only if there shall have been delivered to the Indenture Trustee an Opinion of Counsel to the effect that making such investments will not require the Issuer to register as an investment company under the Investment Company Act [or impair the Issuer's status as a qualifying special purpose entity under Statement of Accounting Standards No. 140].

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

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

"Principal Collections" means Collections under the Receivables other than Non-Principal Collections. Amounts paid by an Originator pursuant to Section 2.5 of the First Tier Agreement shall be deemed to be Principal Collections. To the extent not duplicative of the preceding sentence, amounts paid by Transferor pursuant to Section 2.5 of the Second Tier Agreement shall be deemed to be Principal Collections. Amounts paid by Transferor pursuant to Section 6.1(e) of the Second Tier Agreement shall be deemed to be Principal Collections to the extent that they represent the purchase price of Principal Receivables. Amounts paid by the Master Servicer pursuant to Section 2.6 of the Servicing Agreement shall be deemed to be Principal Collections.

Master Indenture

"Principal Receivable" with respect to an Account means amounts shown on the Issuer's records as Receivables (other than such amounts which represent Non-Principal Receivables and Discount Portions) payable by the related Dealer.

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

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

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

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

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

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

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

"Rating Agency Condition" means, with respect to any action, that each Rating Agency, if any, shall have notified the Issuer that such action will not result in a reduction or withdrawal

Master Indenture

of the rating, if any, of any Notes that are Outstanding with respect to which it is a Rating Agency.

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

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

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

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

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

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

"Related Documents" means the First Tier Agreement, the Second Tier Agreement, the Servicing Agreement, the Administration Agreement, the Notes, the Trust Agreement, this Indenture, any Indenture Supplement, the Note Trust Certificate, the Custody and Control Agreement, the Originator Guaranty, and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Person, or any employee of any Person, and delivered in connection with any of the foregoing. Any reference in the foregoing documents to a Related Document shall include all Annexes, Exhibits and Schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to such Related Documents as the same may be in effect at any and all times such reference becomes operative.

"Removed Accounts" is defined in the First Tier Agreement.

Master Indenture

"Required Principal Balance" means, as of any date of determination, the sum of the numerators used at such date to calculate the Allocation Percentages with respect to Principal Collections for all Series outstanding on such date, less the amount on deposit in the Excess Funding Account as of the date of determination.

"Responsible Officer" means:

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

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

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

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

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

"Second Tier Agreement" means the Receivables Purchase and Contribution Agreement dated as of [ ], 2004 between the Transferor and the Issuer.

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

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

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

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

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

"Series" means any series of Notes, which may include within any such Series a Class or Classes of Notes subordinate to another such Class or Classes of Notes of the same Series.

Master Indenture

"Series Account" means any deposit, trust, escrow or similar account maintained for the benefit of the Noteholders of any Series or Class, as specified in any Indenture Supplement.

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

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

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

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

"Servicer Default" is defined in Section 5.1 of the Servicing Agreement.

"Servicing Agreement" means the Servicing Agreement dated as of
[__________], 2004, between the Master Servicer and the Issuer.

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

"STAMP" is defined is Section 2.4(d).

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

"Sub-Servicer" means any Person with whom the Master Servicer enters into a Sub-Servicing Agreement.

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

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

Master Indenture

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

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

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

"Transfer Date" means the Business Day preceding each Payment Date.

"Transferor" means CDF Funding, Inc.

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

"Transferor Percentage" means as to Non-Principal Receivables, Defaulted Receivables and Principal Receivables, one hundred percent (100%) less the sum of the applicable Allocation Percentages for all outstanding Series.

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

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

"Trust Account" is defined in Section 8.2.

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

"Trust Agreement" means the Amended and Restated Trust Agreement relating to the Issuer, dated as of [ ], 2004 between the Transferor and the Trustee.

"Trust Early Amortization Event" is defined in Section 5.1.

Master Indenture

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

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

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

"UCC" means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction.

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

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

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SECTION 1.2. Other Interpretive Matters. All terms defined directly or by reference in this Indenture shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Indenture and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; and unless otherwise provided, references to any month, quarter or year refer to a calendar month, quarter or year; (b) unless defined in this Indenture or the context otherwise requires, capitalized terms used in this Indenture which are defined in the UCC shall have the meaning given such term in the UCC; (c) any reference to each rating agency shall only apply to any specific rating agency if such rating agency is then rating any outstanding Series; (d) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (e) the words "hereof," "herein" and "hereunder" and words of similar import refer to this Indenture (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Indenture
(or the certificate or other document in which reference is made); (f)
references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Indenture, and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (g) the term "including" means "including without limitation"; (h) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (i) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; and (j) references to any Person include that Person's successors and permitted assigns.

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

"indenture securities" means the Notes.

"indenture security holder" means a Noteholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Indenture Trustee.

"obligor" on the indenture securities means the Issuer.

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

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ARTICLE II
THE NOTES

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

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

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

Except as otherwise specified in the related Indenture Supplement, the Notes of each Series shall be issuable only in registered form and only in minimum denominations of at least one thousand dollars ($1,000); provided, that the foregoing shall not restrict or prevent the registration or transfer in accordance with Section 2.4 of any Note having an Outstanding Principal Balance of other than an integral multiple of one thousand dollars ($1,000), or the issuance of a single Note of each Class with a denomination less than one thousand dollars ($1,000).

SECTION 2.2. Execution, Authentication and Delivery.

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

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

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

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

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

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

SECTION 2.4. Registration; Registration of Transfer and Exchange.

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

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

(b) Subject to Section 2.4(a), upon surrender for registration of transfer of any Note at the Corporate Trust Office of the Indenture Trustee to be maintained as provided in Section 3.2, if the requirements of Section 8-401(a)(1) of the UCC are met, the Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Series and Class in any authorized denominations of a like

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

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

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

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

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

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

(h) If and so long as any Series of Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Issuer shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Indenture to Note Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Indenture Trustee will enter into any appropriate agency

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agreement with any co-transfer agent and co-registrar not a party to this Indenture, which will implement the provisions of this Indenture that relate to such agent.

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

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

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

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

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

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

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

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

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

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

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

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Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

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

SECTION 2.8. New Issuances.

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.10. Book-Entry Notes. Unless otherwise provided in any related Indenture Supplement, the Notes of each Series and Class, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes to be delivered to the depository specified in such Indenture Supplement which shall be the Clearing Agency or its custodian, by or on behalf of the Issuer. The Notes of each Series and Class shall, unless otherwise provided in

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the related Indenture Supplement, initially be registered in the Note Register in the name of the nominee of the Clearing Agency for such Book-Entry Notes and shall be delivered to the Indenture Trustee or, pursuant to such Clearing Agency's instructions, held by the Indenture Trustee's agent as custodian for the Clearing Agency.

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

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

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

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

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

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

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

SECTION 2.12. Definitive Notes.

(a) If: (i) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Note Depository Agreement with respect to the Notes of a given Series, and the Issuer is unable to locate a qualified successor, (ii) circumstances change so that the book-entry system through the Clearing Agency is less advantageous due to economic or administrative burden or if the use of the book-entry system becomes unlawful with respect to such Series and the Issuer notifies the Indenture Trustee in writing that because of such changes in circumstances it is terminating such book-entry system through the Clearing Agency with respect to such Series or (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Principal Balance of the Notes (or such other percentage as specified in the related Indenture Supplement) of such Series advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners of such Series, then the Clearing Agency has undertaken to notify all Note Owners of such Series and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes of such Series representing the Book-Entry Notes by the Clearing Agency, accompanied by registration and transfer instructions from the Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate, the

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Definitive Notes of such Series in accordance with the instructions of the Clearing Agency and shall recognize registered holders of such Definitive Notes as Noteholders under this Indenture. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series, all references herein to obligations imposed upon or to be performed by the Clearing Agency with respect to such Series shall be deemed to be imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the holders of the relevant Definitive Notes of such Series as Noteholders hereunder.

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

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

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

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

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

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

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ARTICLE III
COVENANTS

SECTION 3.1. Payment of Principal and Interest.

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

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

SECTION 3.2. Maintenance of Office or Agency.

(a) The Issuer will maintain at the Corporate Trust Office an office or agency where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee at its Corporate Trust Office to serve as its agent for the foregoing purposes.

(b) The chief executive office of the Issuer at which the Issuer maintains its records with respect to the Transferred Receivables and the transactions contemplated hereby, is currently located at 5595 Trillium Boulevard, Hoffman Estates, Illinois 60192. The Issuer will not change the location of such offices or its jurisdiction of organization, as defined in the UCC, without giving the Indenture Trustee at least thirty (30) days' prior written notice thereof.

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

SECTION 3.4. Existence.

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

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

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

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

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

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

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

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

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

SECTION 3.6. Opinion as to the Collateral. On the Closing Date relating to the first Series of Notes, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the filing of any financing statements as is necessary to perfect and make effective the Lien created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to perfect and make effective such Lien.

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

(a) The Issuer will not take any action and will use commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, any applicable Indenture Supplement, or any other Related Document or such other instrument or agreement.

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

(c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Master Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Transferred Receivables, the Issuer shall take all reasonable actions available to it to remedy such failure; provided, however, that any Servicer Default other than a Servicer Default arising under Section 5.1(a) of the Servicing Agreement may be waived by the Issuer upon consent of the Noteholders of not less than sixty-six and two-thirds percent (66-2/3%) of the Outstanding Principal Balance for the Notes for all Series to which the Servicer Default relates.

(d) The Issuer hereby covenants and agrees that it shall deliver a notice to the Master Servicer of any Servicer Default if directed to do so by the Indenture Trustee or by the Noteholders of not less than twenty-five percent (25%) of the Outstanding Principal Balance of the Notes for all Series; provided, however, with respect to any Servicer Default that does not relate to all Series, the Issuer shall deliver a notice to the Master Servicer of such Servicer Default if directed to do so by the Noteholders of twenty-five percent (25%) of the Outstanding Principal Balance of the Notes for all Series to which the Servicer Defaults relates; provided, however, that if the Master Servicer breaches its covenants in Section 2.6 of the Servicing Agreement, upon discovery by the Issuer, the Issuer shall provide prompt written notice of such breach to the Master Servicer in accordance with Section 2.6 of the Servicing Agreement. The Issuer hereby covenants and agrees that it shall: (i) upon the occurrence of a Servicer Default set forth in Section 5.1(e) of the Servicing Agreement, promptly exercise its rights to terminate the Master Servicer pursuant to Section 5.1 of the Servicing Agreement and (ii) prior to exercising its rights to terminate the Master Servicer pursuant to
Section 5.1 of the Servicing Agreement due to the occurrence of a Servicer Default set forth in Section 5.1(a), Section 5.1(b), Section 5.1(c) or
Section 5.1(d) of the Servicing Agreement, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of each affected Series of Notes. Within thirty (30) days after the giving of notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 5.1 of the Servicing Agreement, the Issuer shall appoint a Successor Master Servicer, such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Master Servicer, subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of the Servicing Agreement, provided, however, that the Indenture Trustee shall not be liable for any actions of any Servicer prior to the Indenture Trustee's

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appointment as Successor Master Servicer. Notwithstanding the preceding sentence, the Indenture Trustee shall, if it is legally unable to so act or if the Noteholders representing a majority of the Outstanding Principal Balance of all Series so request in writing to the Indenture Trustee, appoint, or petition a court of competent jurisdiction to appoint, any institution established in servicing receivables substantially similar to the Transferred Receivables as the successor to the Master Servicer under the Servicing Agreement in the assumption of the responsibilities, duties or liabilities of the Master Servicer under the Servicing Agreement. The Indenture Trustee may resign as the Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Master Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Master Servicer under the Servicing Agreement. Any Successor Master Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than five hundred million dollars ($500,000,000) and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Master Servicer. If within 30 days after the delivery of the notice of termination of the Master Servicer's rights and powers referred to above, the Issuer shall not have obtained such a Successor Master Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Master Servicer as it and such Successor Master Servicer shall agree, subject to the limitations set forth below and in the Servicing Agreement, and in accordance with Section 6.2 of the Servicing Agreement, the Issuer shall enter into an agreement with such Successor Master Servicer for the servicing of the Transferred Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the previous Servicer's duties as servicer of the Transferred Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Master Servicer and the servicing of the Transferred Receivables. In case the Indenture Trustee shall become the Successor Master Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Master Servicer.

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

(f) The Issuer shall provide to Trustee or its respective designees access to the documentation regarding the Accounts and the Transferred Receivables in such cases where Trustee or such designee is required in connection with the enforcement of the

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rights of Trustee, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon reasonable request, (ii) during normal business hours, (iii) subject to the Issuer's normal security and confidentiality procedures and (iv) at offices designated by the Issuer. Nothing in this section shall derogate from the obligation of any Person to observe any applicable law prohibiting disclosure of information regarding the Dealers, and the failure of the Issuer to provide access as provided in this section as a result of such obligation shall not constitute a breach of this Section.

(g) Upon a merger or consolidation of the Master Servicer or an Originator, the Issuer shall provide prompt written notice to the Rating Agencies.

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

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

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

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

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

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

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

(c) engage in any business or activity other than in connection with, or relating to the financing, purchasing, owning, selling and servicing of, the Transferred Receivables and the interests in the property constituting the Collateral, the issuance of the Notes, and

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the specific transactions contemplated by the Related Documents and activities incidental thereto;

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

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

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

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

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

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

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

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

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

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of this Indenture on the part of the Issuer to be performed or observed, all as provided herein,

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

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

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

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

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

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

(ix) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation or merger or such conveyance or transfer, as the case may be, and such supplemental indenture comply with this
Section and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing, if any, required by the Securities Exchange Act) and the supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable; or

(k) amend the Second Tier Agreement or the Servicing Agreement or consent to any amendment of the First Tier Agreement unless (A) (I) the amendment (x) is being entered into to cure any ambiguity or correct or supplement any provision of or to add any provisions concerning matters or questions raised under the Second Tier Agreement, the Servicing Agreement or the First Tier Agreement and (y) does not materially adversely affect the interest of the Noteholders, (II) the Rating Agency Condition is satisfied and (III) the Transferor has delivered an Officer's Certificate to the Issuer certifying the amendment will not result in an Adverse Effect, or (B) the Rating Agency Condition is satisfied and the amendment is being entered into to add, modify or eliminate provisions necessary or advisable in order to avoid the imposition of state or local income or franchise taxes on the Issuer's property or its income, or (C) the Issuer obtains the consent of Noteholders representing more than sixty-six and two-thirds percent (66-2/3%) of Outstanding Principal Balance of each Series affected by the

Master Indenture

amendment for which the Transferor has not delivered an Officer's Certificate required under clause (A). Notwithstanding the foregoing, the Issuer will not enter into any amendment of the Second Tier Agreement, the Servicing Agreement or consent to any amendment of the First Tier Agreement if the amendment (A) reduces the amount of, or delays the timing of distributions to the Noteholders of any Series (provided, however, changes in Early Amortization Events or Events of Default that decrease the likelihood of the occurrence of those events will not be considered delays in the timing of distributions or deposits of amounts to be distributed or the amount available under any Enhancement Agreement), in each case without the consent of each affected Noteholder, (B) changes the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (C) would reasonably be expected to adversely affect the ratings of any Series or Class then maintained by any Rating Agency, without the consent of the Noteholders representing more than sixty-six and two-thirds percent (66-2/3%) of the Outstanding Principal Balance of each affected Series or Class.

SECTION 3.11. Successor or Transferee.

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

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

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

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

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

SECTION 3.13. Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further

Master Indenture

acts as may be reasonably necessary to carry out more effectively the provisions of this Indenture.

SECTION 3.14. Enforcement of Related Documents. With respect to any Related Document to which it is a party, the Issuer will enforce the obligations of the other parties to such Related Documents.

ARTICLE IV
SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture.

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

(A) either:

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

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

(i) have become due and payable,

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

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

Master Indenture

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

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

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

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

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

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

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ARTICLE V
TRUST EARLY AMORTIZATION EVENTS, EVENTS OF DEFAULTS AND
REMEDIES

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

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

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

(c) the Issuer or the DFS Financing Trust shall be required to register as an "investment company" within the meaning of the Investment Company Act;

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

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

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

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

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

(c) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture in respect of the Notes of such Series (other than a covenant or agreement a default in the observance or performance of which is elsewhere in this Section specifically dealt with) (all such covenants and agreements in the Indenture which are not expressly stated to be for the benefit of a particular Series being deemed to be in respect of the Notes of all Series for this purpose) and (i) such default shall continue or not be cured for a period of sixty (60) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Noteholders of at least twenty-five percent (25%) of the

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Outstanding Principal Balance of the Notes of such Series, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, and (ii) as a result of such default, the interests of the Noteholders are materially and adversely affected and continue to be materially and adversely affected during such sixty (60) day period;

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

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

SECTION 5.3. Acceleration of Maturity and Annulment; Remedies.

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

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

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

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

provided, however, that the Indenture Trustee may not exercise the remedy described in subparagraph (iii) above unless (A) (1) the Noteholders representing one hundred percent (100%) of the Outstanding Principal Balance of the Notes of the affected Series consent in writing thereto,
(2) the Indenture Trustee determines that any proceeds of such exercise distributable to the Noteholders of the affected Series are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest and is directed to exercise this remedy by Noteholders representing more than a majority of the Outstanding Principal Balance of the Notes of such Series, or (3) the Indenture Trustee determines that the Collateral may not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of the Noteholders representing at least sixty-six and two-thirds percent (66-2/3%) of the Outstanding Principal Balance of the Notes of each Class of such Series for such sale of Receivables (or interests therein) and (B) the Indenture Trustee has been provided with an Opinion of Counsel to the effect that the exercise of such remedy complies with applicable federal and state securities laws. In determining such sufficiency or insufficiency with respect to clauses (A)(2) and (A)(3), the Indenture Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment

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banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

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

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

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

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

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

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

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

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

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

FIRST:      to the Indenture Trustee for amounts due pursuant to
            Section 6.7; and

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

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

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

(h) Each of the Indenture Trustee and each Noteholder by its acceptance of a Note covenants that: (i) it will not directly or indirectly institute or cause to be instituted against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law unless Noteholders of not less than sixty-six and two-thirds percent (66-2/3%) of the Outstanding Principal Amount of each Class of each Series have approved such filing; and (ii) it will not directly or indirectly institute or cause to be instituted against DFS Financing Trust or the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law in any instance; provided, that the foregoing shall not in anyway limit a Noteholder's rights to pursue any other creditor rights or remedies that such Noteholder may have for claims against the Issuer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 5.8. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes in Section 2.5(d) and as provided in Section 5.3(i), no right or remedy herein conferred upon or reserved to

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the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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

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

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

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

SECTION 5.12. Undertaking for Costs. All parties to this Indenture agree (and each Noteholder by such Noteholder's acceptance thereof shall be deemed to have agreed) that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the Indenture Trustee, the filing by any party litigant in such suit of an

Master Indenture

undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney's fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to: (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder(s) holding in the aggregate more than ten percent (10%) of the Outstanding Principal Balance of the Notes of the affected Series or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Notes and the related Indenture Supplement (or, in the case of redemption, on or after the applicable Redemption Date).

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

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

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

SECTION 5.16. Sale of Collateral.

(a) The power to effect any sale of any portion of the Collateral described pursuant to Section 5.3 shall not be exhausted by any one or more sales as to any portion

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of the Collateral remaining unsold, but shall continue unimpaired until Collateral in an amount up to the Collateral Amount of the affected Series shall have been sold or all amounts due to the Noteholders of the affected Series under this Indenture and the applicable Indenture Supplement have been paid in full. The Indenture Trustee may from time to time, upon directions in accordance with Section 5.10, postpone any public sale by public announcement made at the time and place of such sale. For any public sale of Collateral, the Indenture Trustee shall have provided each Noteholder of the affected Series with notice of such sale at least two
(2) weeks in advance of such sale, which notice shall specify the date, time and location of such sale.

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

(i) the Noteholders of not less than sixty-six and two-thirds percent (66-2/3%) of the then Outstanding Principal Balance of the Notes of the affected Series consent to or direct the Indenture Trustee in writing to make such sale; or

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

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

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

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

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

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

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

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

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

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

ARTICLE VI
THE INDENTURE TRUSTEE AND THE PAYING AGENT

SECTION 6.1. Duties of the Indenture Trustee.

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

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

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

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

(c) If an Event of Default has occurred and is continuing and a Responsible Officer of the Indenture Trustee shall have actual knowledge of such Event of Default,

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the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in the exercise of such rights and powers, as a prudent person would exercise or use under the circumstances in the conduct of such Person's own affairs.

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

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

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

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

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

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

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

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

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

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

(i) The Indenture Trustee:

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

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

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

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

SECTION 6.2. Rights of the Indenture Trustee.

(a) Subject to the provisions of Section 6.1:

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

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

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

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

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

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

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

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

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

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

(xi) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Note Registrar; and

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

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

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

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

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

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

SECTION 6.7. Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services hereunder as the Issuer and

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

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

SECTION 6.8. Resignation and Removal; Appointment of Successor. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by giving thirty (30) days written notice to the Issuer. The Noteholders of not less than sixty-six and two-thirds percent (66-2/3%) of the Outstanding Principal Balance of the Notes for all Series may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

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

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

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

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

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

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture

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Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee.

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

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

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

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

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

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

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

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of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.

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

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

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

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

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

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

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

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

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

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

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

In the case of the appointment hereunder of a successor Indenture Trustee with respect to any Series or Class of Notes, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with respect to such Series or Class of Notes shall execute and deliver an indenture supplemental hereto wherein the successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to

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

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

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

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

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

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

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

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

(c) each of this Indenture and the other Related Documents to which it is a party has been duly executed and delivered by the Indenture Trustee and constitutes its legal, valid and binding obligation in accordance with its terms;

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE VII
NOTEHOLDERS LISTS AND REPORTS

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

SECTION 7.2. Preservation of Information; Communications to Noteholders.

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

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

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

SECTION 7.3. Reports by the Issuer.

(a) The Issuer shall:

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

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

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

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

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

SECTION 7.4. List of Noteholders.

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

ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES

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

SECTION 8.2. Trust Accounts.

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

(i) Collection Account;

(ii) Excess Funding Account; and

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

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

(c) If any Trust Account is a deposit account: (i) If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Issuer shall within ten (10)

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Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which, if any Notes are Outstanding, each Rating Agency may consent to such longer period) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no longer Eligible Deposit Account to such new Trust Account.

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

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

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

(d) Funds on deposit in the Excess Funding Account shall be withdrawn and paid to the Transferor on any day to the extent that the Free Equity Amount exceeds the Minimum Free Equity Amount. On any Transfer Date on which one or more Series is in an Amortization Period, the Issuer shall determine the aggregate amounts of Principal Shortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the related Indenture Supplement, including the application of Shared Principal Collections, with respect to each such Series), and Issuer shall instruct the Indenture Trustee to withdraw such amount from the Excess Funding Account (up to the lesser of (x) the amount on deposit in the Excess Funding Account after application of the preceding sentence on that day and (y) the amount, if any, by which the Free Equity Amount would be less than zero if there were no funds on deposit in the Excess Funding Account on that day) on such Transfer Date and allocate such amount among each such Series as specified in the related Indenture Supplement.

SECTION 8.3. Rights of Noteholders. The Collateral shall secure the rights of the Noteholders of each Series to receive the portion of Collections allocable to the Noteholders of such Series pursuant to this Indenture and the related Indenture Supplement, funds and other

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

SECTION 8.4. Collections and Allocations.

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

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

(b) On each Date of Processing, Principal Collections and Non-Principal Collections shall be allocated to each Series of Notes in accordance with the related Indenture Supplement. On each Determination Date, Defaulted Receivables will be allocated to each Series of Notes in accordance with the related Indenture Supplement.

(c) Throughout the existence of the Issuer, unless otherwise stated in any Indenture Supplement, on each Date of Processing, the Issuer shall allocate to the Transferor an amount equal to the product of (A) the Transferor Percentage and (B) the aggregate amount of Principal Collections and Non-Principal Collections, respectively, on that Date of Processing; provided, that, if the Free Equity Amount (determined after giving effect to any transfer of Principal Receivables to the Issuer on such date), is less than or equal to the Minimum Free Equity Amount, Issuer shall deposit in the Excess Funding Account an amount equal to the lesser of (i) the amounts that otherwise would be allocated to the Transferor and (ii) the amount by which the Minimum Free Equity Amount exceeds the Free Equity Amount. Unless otherwise stated in any Indenture Supplement, neither the Master Servicer nor Transferor need deposit any amounts

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allocated to Transferor pursuant to the foregoing into the Collection Account and shall pay, or be deemed to pay, such amounts as collected to Transferor.

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

SECTION 8.5. Shared Principal Collections. On each Transfer Date, (a) Issuer shall allocate Shared Principal Collections not previously so applied or paid to each applicable Principal Sharing Series, pro rata, in proportion to the Principal Shortfalls, if any, with respect to each such Series and (b) Issuer shall withdraw from the Collection Account and pay to Transferor any amounts representing Shared Principal Collections remaining after the allocations and applications referred to in clause (a); provided, that, if, on any day the Free Equity Amount (determined after giving effect to any transfer of Principal Receivables to the Issuer on such day), is less than or equal to the Minimum Free Equity Amount, Issuer shall not distribute to Transferor any Shared Principal Collections that otherwise would be distributed to Transferor, but shall deposit such funds in the Excess Funding Account to the extent required so that the Free Equity Amount equals the Minimum Free Equity Amount.

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

SECTION 8.7. Release of Collateral.

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

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding, release and transfer, without recourse, all of the Collateral that secured the Notes (other than any cash held for the payment of the Notes pursuant to Section 4.2). The Indenture

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Trustee shall release property from the Lien of this Indenture pursuant to this Section 8.7(b) only upon receipt of an Issuer Request requesting such release accompanied by an Officer's Certificate and an Opinion of Counsel and (if required by the TIA and the applicable Indenture Supplement) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 10.1.

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

ARTICLE IX
SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.

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

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

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

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

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

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other

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

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

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

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

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

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

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SECTION 9.2. Supplemental Indentures With Consent of Noteholders. If
Section 9.1 is not applicable, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with prior written notice to the Rating Agencies, and with the consent of the Noteholders of at least sixty-six and two-thirds percent (66-2/3%) of the Outstanding Principal Balance of the Notes of each adversely affected Series, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto or to any Indenture Supplement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture and the Indenture Supplement related to such affected Series or of modifying in any manner the rights of such Noteholders under this Indenture and such Indenture Supplement; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby:

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

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

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

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

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

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

(g) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Collateral for any Notes or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any

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such Collateral at any time subject hereto or deprive the Noteholders of the security provided by the Lien of this Indenture.

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

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

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

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

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

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

SECTION 9.5. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture

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Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

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

ARTICLE X
MISCELLANEOUS

SECTION 10.1. Compliance Certificates and Opinions, etc.

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

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

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

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

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

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

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

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

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

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

(v) Notwithstanding any other provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of Transferred Receivables as and

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to the extent permitted or required by the Related Documents and (B) make cash payments out of the Series Accounts as and to the extent permitted or required by the Related Documents.

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

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

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

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

SECTION 10.3. Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instrument(s) of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except

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as herein otherwise expressly provided, such action shall become effective when such instrument(s) are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument(s). Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. At any time the Notes of any Class are maintained on Book-Entry Notes, any reference in this Indenture to an Act of Noteholders or a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Balance of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding Principal Balance of the Notes or Class, as the case may be.

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

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

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

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

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

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

(b) the Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer addressed to: GE Dealer Floorplan Master Note Trust, in care of General Electric Capital Corporation, 1600 Summer Street, 4th Floor, Stamford, CT 06927, Attention:
Manager, Securitizations, or at any other address furnished in writing to the Indenture Trustee by the Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

Notices, if any, required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Trustee shall be in writing, personally delivered or mailed by certified mail, return receipt requested, to their respective addresses set forth in the applicable Indenture Supplement.

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

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

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

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

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

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

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

SECTION 10.9. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders, any other party secured hereunder and any other Person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture. Notwithstanding the foregoing or anything else to the contrary in this Indenture, each of the Transferor and the Master Servicer is hereby authorized to make any filings, reports, notices, applications and registrations with, and seek consents and authorizations from, the Commission and any State securities authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities laws or reporting requirements.

SECTION 10.10. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this

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Indenture) payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue with respect to such payment for the period from and after any such nominal date.

SECTION 10.11. Governing Law.

(a) THIS INDENTURE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. TO THE EXTENT PROVIDED IN ANY APPLICABLE INDENTURE SUPPLEMENT, THIS INDENTURE IS SUBJECT TO THE TRUST INDENTURE ACT AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.

Master Indenture

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

Master Indenture

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

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

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

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

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

Master Indenture

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

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

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

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

[Signatures Follow]

Master Indenture

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

GE DEALER FLOORPLAN MASTER NOTE TRUST

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

By: ________________________________________
Name:___________________________________
Title:__________________________________

Master Indenture

WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely
as Indenture Trustee

By: ________________________________________
Name:___________________________________
Title:__________________________________

Master Indenture

EXHIBIT A
to Indenture

FORM OF OFFICER'S CERTIFICATE (SECTION 3.9)

_____________,______
[ ]

Pursuant to Section 3.9 of the Master Indenture, dated as of [ ], 2004
(the "Indenture"), between GE Dealer Floorplan Master Note Trust (the "Issuer")
and Wilmington Trust Company, as Indenture Trustee, the undersigned hereby certifies that:

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

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

GE DEALER FLOORPLAN MASTER NOTE TRUST

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

By:
Name:
Title:

Exhibit A-1

SCHEDULE 1

PERFECTION REPRESENTATIONS AND WARRANTIES (SECTION 2.15)

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

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

(ii) The Transferred Receivables constitute "instruments," "general intangibles", "accounts" or "chattel paper" within the meaning of the UCC. The Note Trust Certificate constitutes a "general intangible" or an "instrument" or a "certificated security" within the meaning of the UCC.

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

(iv) There are no consents or approvals required by the terms of the Financing Agreements for the pledge of the Issuer's rights in the Transferred Receivables to the Indenture Trustee pursuant to the Indenture.

(v) The Issuer has caused, or will have caused within ten (10) days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Indenture Trustee under the Indenture in the Collateral.

(vi) Other than the pledge of the Collateral to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Collateral, except for the financing statement filed pursuant to the Indenture. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

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

Schedule 1-1

(b) The Indenture Trustee covenants that it shall not, without the consent of S&P, if S&P is then rating any outstanding Series, waive a breach of any representation or warranty set forth in this Schedule 1.

Schedule 1-2

Exhibit 4.2

GE DEALER FLOORPLAN MASTER NOTE TRUST,

as Issuer,

and

WILMINGTON TRUST COMPANY,

as Indenture Trustee

SERIES [ ] INDENTURE SUPPLEMENT
Dated as of [ ], 2004

Indenture Supplement

TABLE OF CONTENTS

                                                                                                PAGE
ARTICLE I     Definitions

     SECTION 1.1.     Definitions...........................................................      1
     SECTION 1.2.     Incorporation of Terms................................................     10

ARTICLE II            Creation of the Series [  ] Notes

     SECTION 2.1.     Designation...........................................................     10

ARTICLE III   [RESERVED]

ARTICLE IV    Rights of Series [  ] Noteholders and Allocation and Application of
              Collections

     SECTION 4.1.     Determination of Interest and Principal...............................     10
     SECTION 4.2.     Establishment of Accounts.............................................     12
     SECTION 4.3.     Calculations and Series Allocations...................................     13
     SECTION 4.4.     Application of Available Non-Principal Collections and Available
                      Principal Collections.................................................     15
     SECTION 4.5.     Distributions.........................................................     18
     SECTION 4.6.     Investor Charge-Offs..................................................     19
     SECTION 4.7.     Reallocated Principal Collections.....................................     19
     SECTION 4.8.     Excess Non-Principal Collections......................................     19
     SECTION 4.9.     Shared Principal Collections..........................................     19
     SECTION 4.10.    [Reserve Account......................................................     19
     SECTION 4.11.    Investment of Amounts on Deposit in Series Accounts...................     20
     SECTION 4.12.    Controlled Accumulation Period........................................     20
     SECTION 4.13.    [Determination of LIBOR]..............................................     21

ARTICLE V     Delivery of Series [  ] Notes; Reports to Series [  ] Noteholders

     SECTION 5.1.     Delivery and Payment for the Series [  ] Notes........................     22
     SECTION 5.2.     Reports and Statements to Series [  ] Noteholders.....................     22

ARTICLE VI    Series [  ] Early Amortization Events

     SECTION 6.1.     Series [  ] Early Amortization Events.................................     22

ARTICLE VII   Redemption of Series [  ] Notes; Final Distributions; Series Termination

     SECTION 7.1.     Optional Redemption of Series [  ] Notes; Final Distributions.........     24
     SECTION 7.2.     Series Termination....................................................     25

ARTICLE VIII  Miscellaneous Provisions

     SECTION 8.1.     Ratification of Indenture; Amendments.................................     25

Indenture Supplement

TABLE OF CONTENTS
(continued)

                                                                                           PAGE
SECTION 8.2.     Form of Delivery of the Series [  ] Notes.............................     25
SECTION 8.3.     Counterparts..........................................................     25
SECTION 8.4.     GOVERNING LAW.........................................................     26
SECTION 8.5.     Limitation of Liability...............................................     27
SECTION 8.6.     Rights of the Indenture Trustee.......................................     27
SECTION 8.7.     No Petition...........................................................     27

EXHIBIT A-1   FORM OF CLASS A NOTE
EXHIBIT A-2   FORM OF CLASS B NOTE
EXHIBIT A-3   FORM OF CLASS C NOTE
EXHIBIT B     FORM OF MONTHLY SERVICER'S CERTIFICATE

                                                            Indenture Supplement

SERIES [ ] INDENTURE SUPPLEMENT, dated as of [ ], 2004 ("Indenture Supplement"), between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the "Issuer" or the "Trust"), and WILMINGTON TRUST COMPANY, a [ ], not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the "Indenture Trustee") under the Master Indenture, dated as of [ ], 2004 (the "Indenture"), between the Issuer and the Indenture Trustee.

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

ARTICLE I
DEFINITIONS

SECTION 1.1. Definitions.

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

(b) Each capitalized term defined herein relates only to Series [ ] and to no other Series. Whenever used in this Indenture Supplement, the following words and phrases shall have the following meanings:

"Additional Interest" means, for any Payment Date, Class A Additional Interest, Class B Additional Interest and Class C Additional Interest for such Payment Date.

"Addition Date" is defined in the First Tier Agreement.

"Administration Agreement" means the Administration Agreement, dated as of
[ ], 2004, between the Administrator, the Trustee and the Issuer.

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

"Aggregate Investor Default Amount" means, as to any Monthly Period, the sum of the Investor Default Amounts in respect of such Monthly Period.

"Allocation Percentage" means, with respect to any Monthly Period, the percentage equivalent of a fraction:

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

(i) for Principal Collections during the Revolving Period and for Non-Principal Collections and Default Amounts at any time, the Collateral Amount at the end of the last day of the prior Monthly Period (or, in the case of the first Monthly Period on the Closing Date); or

Indenture Supplement

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

(b) the denominator of which shall be the greater of (x) the Aggregate Principal Receivables determined as of the close of business on the last day of the prior Monthly Period (or, in the case of the first Monthly Period, as of the Closing Date) and (y) the sum of the numerators used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or Default Amounts, as applicable, for all outstanding Series on such date of determination; provided, that if one or more Reset Dates occur in a Monthly Period, the denominator for the portion of the Monthly Period falling on and after such Reset Date and prior to any subsequent Reset Date will be recalculated for such period as of the close of business on the subject Reset Date; and provided, further, that notwithstanding the preceding proviso, if a Reset Date occurs during any Monthly Period as a result of an Addition Date and if the Issuer is permitted to make a single monthly deposit to the Collection Account pursuant to Section 8.4 of the Indenture for such Monthly Period, then the denominator determined pursuant to clause (x) of this clause (b) for each day during such Monthly Period shall equal the Average Principal Balance for such Monthly Period.

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

"Available Principal Collections" means, for any Monthly Period, an amount equal to (a) the Investor Principal Collections for such Monthly Period, minus
(b) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section 4.7 are required to be applied on the related Payment Date, plus (c) the sum of (i) any Shared Principal Collections with respect to other Principal Sharing Series (including any amounts on deposit in the Excess Funding Account that are allocated to Series [ ] for application as Shared Principal Collections), (ii) the aggregate amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii), and
(iii) during an Early Amortization Event, the amount of Available Non-Principal Collections used to pay principal on the Series [ ] Notes pursuant to Section 4.4(a)(xi) for the related Payment Date.

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

"Average Principal Balance" means for any Monthly Period in which a Reset Date occurs as a result of an Addition Date, the sum of (i) the Aggregate Principal Receivables determined as of the close of business on the last day of the prior Monthly Period, multiplied by a fraction the numerator of which is the number of days from and including the first day of such Monthly Period, to but excluding the related Reset Date, and the denominator of which is the number of days in such Monthly Period, plus (ii) for each such Reset Date, the product of the Aggregate

Indenture Supplement

Principal Receivables determined as of the close of business on such Reset Date, multiplied by a fraction, the numerator of which is the number of days from and including such Reset Date to the earlier of the last day of such Monthly Period (in which case such period shall include such date) or the next succeeding Reset Date (in which case such period shall exclude such date), and the denominator of which is the number of days in such Monthly Period.

"Class A Additional Interest" is defined in Section 4.1(a).

"Class A Deficiency Amount" is defined in Section 4.1(a).

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

"Class A Note Initial Principal Balance" means [ ] dollars ($[___________]).

"Class A Note Interest Rate" means a per annum rate of [ ] percent ([__]%)
[in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period].

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

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

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

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

"Class B Additional Interest" is defined in Section 4.1(b).

"Class B Deficiency Amount" is defined in Section 4.1(b).

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

"Class B Note Initial Principal Balance" means [ ] dollars ($[__________]).

"Class B Note Interest Rate" means a per annum rate of [ ] percent ([___]%) [in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period].

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

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

Indenture Supplement

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

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

"Class C Additional Interest" is defined in Section 4.1(c).

"Class C Deficiency Amount" is defined in Section 4.1(c).

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

"Class C Note Initial Principal Balance" means [ ] dollars ($[____________]).

"Class C Note Interest Rate" means a per annum rate of [ ] percent ([__]%)
[in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period].

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

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

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

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

"Closing Date" means [ ].

"Collateral Amount" means, as of any date of determination, an amount equal to the excess, if any, of (a) the sum of (i) the Note Principal Balance on such date, plus (ii) an amount equal to [ ] percent ([ ]%) of the Note Principal Balance on such date over (b) the excess, if any, of (i) the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections since the Closing Date over (ii) the reimbursements of such amounts pursuant to Section 4.4(a)(vii) prior to such date of determination.

"Controlled Accumulation Amount" means, for any Transfer Date with respect to the Controlled Accumulation Period, [ ] dollars ($[_________]); provided, however, that if the Controlled Accumulation Period Length is determined to be less than or more than [ ] months pursuant to Section 4.12, the Controlled Accumulation Amount for each Payment Date with respect to the Controlled Accumulation Period will be equal to (i) the initial Note Principal Balance divided by (ii) the Controlled Accumulation Period Length; provided, further, that the

Indenture Supplement

Controlled Accumulation Amount for any Payment Date shall not exceed the Note Principal Balance minus any amount already on deposit in the Principal Account on such Transfer Date.

"Controlled Accumulation Date" means [ ] [200 ].

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

"Controlled Accumulation Period Length" is defined in Section 4.12.

"Default Amount" means, as to any Defaulted Account, the amount of Principal Receivables (other than Ineligible Receivables, unless there is an Insolvency Event with respect to the related Originator or the Transferor) in such Defaulted Account on the day it became a Defaulted Account; provided, that the amount of Principal Receivables included in the Overconcentration Amount (as defined in the First Tier Agreement) shall be excluded in determining Default Amounts.

"Default Margin" means [ ] percent ([ ]%) per annum.

"Defaulted Account" means an Account in which there are Defaulted Receivables.

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

"Early Amortization Period" means the period commencing on the date on which a Trust Early Amortization Event or a Series [ ] Early Amortization Event is deemed to occur and ending on the Series Maturity Date.

"Excess Collateral Amount" means, at any time, the excess of (a) the Collateral Amount over (b) the Note Principal Balance.

"Expected Principal Payment Date" means the Payment Date in [month, year].

"Group One" means Series [ ] and each other outstanding Series hereafter specified in the related Indenture Supplement to be included in Group One.

"Indenture" is defined in the preamble.

"Indenture Trustee" is defined in the preamble.

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

Indenture Supplement

"Initial Collateral Amount" means $[ ], which equals the sum of (i) the Class A Note Initial Principal Balance, (ii) the Class B Note Initial Principal Balance, (iii) the Class C Note Initial Principal Balance and (iv) the Initial Excess Collateral Amount.

"Initial Excess Collateral Amount" means, as of any date of determination,
[ ] dollars ($ ).

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

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

"Investor Charge-Offs" is defined in Section 4.6.

"Investor Default Amount" means, for any Monthly Period and for all Accounts that became Defaulted Accounts during such Monthly Period, the sum of the following amount for each such Defaulted Account: the product of (a) the Default Amount with respect to each such Defaulted Account and (b) the Allocation Percentage on the day such Account became a Defaulted Account.

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

"Investor Principal Collections" means, for any Monthly Period, an amount equal to the aggregate amount of Principal Collections retained or deposited in the Principal Account for Series [ ] pursuant to Section 4.3(b)(ii) for such Monthly Period.

"Issuer" is defined in the preamble.

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

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

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

"Minimum Free Equity Percentage" means, for purposes of Series [ ], [ ] percent ([ ]%).

Indenture Supplement

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

"Monthly Payment Rate" means, for any Monthly Period, a fraction (expressed as a percentage), (a) the numerator of which is the Principal Collections (without excluding therefrom the Discount Portions) collected during such Monthly Period, and (b) the denominator of which is the aggregate balance of the Principal Receivables [(without deducting therefrom the Discount Portions)] as of the beginning of such Monthly Period.

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

"Monthly Principal" is defined in Section 4.1(d).

"Monthly Principal Reallocation Amount" means, for any Monthly Period, an amount equal to the lesser of (i) the Required Amount and (ii) (x) the Initial Excess Collateral Amount minus (y) the sum of [(I)] the amount of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for such Monthly Period) and unreimbursed Reallocated Principal Collections (as of the previous Payment Date) [and (II) any reductions to the Collateral Amount on account of reductions to the Required Excess Collateral Amount], provided, however, the Monthly Principal Reallocation Amount shall not be less than zero.

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

"Non-Principal Shortfall" is defined in Section 4.8.

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

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

"Payment Date" means the twentieth (20th) day of each calendar month, or if such twentieth (20th) day is not a Business Day, the next succeeding Business Day; provided, that the first Payment Date shall be [ ], 2004.

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

Indenture Supplement

"Principal Shortfall" is defined in Section 4.9.

"Rating Agency" means, with respect to Series [ ], each of [Fitch, Moody's and S&P].

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

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

"Record Date" means, for purposes of Series [ ] with respect to any Payment Date, the date falling five (5) Business Days prior to such date.

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

"Removal Date" is defined in the Second Tier Agreement.

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

"Required Excess Collateral Amount" means, at any time, [ ] percent ([ ]%) of the Collateral Amount.

"Required Reserve Account Amount" means, for any day, an amount equal to the product of (a) [ ] percent ([ ]%) and (b) the Note Principal Balance as of such day (after giving effect to any changes therein on such day).

"Reset Date" means:

(a) each Addition Date;

(b) each Removal Date;

(c) each date on which there is an increase in the outstanding balance of any Variable Funding Note; and

(d) each date on which a new Series or Class of Notes is issued.

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

Indenture Supplement

["Reserve Account Deficiency" means the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount.]

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

"Series Accounts" is defined in Section 4.2.

"Series Allocation Percentage" means, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the numerator used in determining the Allocation Percentage for Non-Principal Collections for that Monthly Period and the denominator of which is the sum of the numerators used in determining the Allocation Percentage for Non-Principal Collections for all outstanding Series on such date of determination; provided, that if one or more Reset Dates occur in a Monthly Period, the Series Allocation Percentage for the portion of the Monthly Period falling on and after each such Reset Date and prior to any subsequent Reset Date will be determined using a denominator which is equal to the sum of the numerators used in determining the Allocation Percentage for Non-Principal Collections for all outstanding Series as of the close of business on the subject Reset Date.

"Series Servicing Fee Percentage" means [ ] percent ([ ]%) per annum.

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

"Series [ ]" means the Series of Notes the terms of which are specified in this Indenture Supplement.

"Series [ ] Early Amortization Event" is defined in Section 6.1. The Series [ ] Early Amortization Events are, with respect to Series [ ], the Early Amortization Events contemplated by clause (a) of the definition of Early Amortization Event in the Indenture.

"Series [ ] Excess Non-Principal Collections" means Excess Non-Principal Collections allocated from other Series in Group One to Series [ ] pursuant to
Section 8.6 of the Indenture.

"Series [ ] Final Maturity Date" means the Payment Date in [month, year].

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

"Series [ ] Noteholder" means the Person in whose name a Series [ ] Note is registered in the Note Register.

"Servicer Advance" is defined in the Servicing Agreement.

Indenture Supplement

"Surplus Collateral Amount" means, at any time, the excess, if any, of the Excess Collateral Amount over the Required Excess Collateral Amount.

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

"Trust" is defined in the preamble.

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

ARTICLE II
CREATION OF THE SERIES [ ] NOTES

SECTION 2.1. Designation.

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

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

ARTICLE III
[RESERVED]

ARTICLE IV
RIGHTS OF SERIES [ ] NOTEHOLDERS AND ALLOCATION AND APPLICATION
OF COLLECTIONS

SECTION 4.1. Determination of Interest and Principal.

(a) The amount of monthly interest ("Class A Monthly Interest") due and payable with respect to the Class A Notes on any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is [the actual number of days in the related Interest Period] [30] and the denominator of which is three hundred sixty (360), (ii) the Class A Note Interest Rate in effect with respect to the related Interest Period and (iii) the Class A Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Payment Date, the Class A Note Initial Principal Balance).

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With respect to each Payment Date, the Issuer shall determine the excess, if any (the "Class A Deficiency Amount"), of (x) the aggregate amount of Class A Monthly Interest payable pursuant to this Section 4.1(a) as of the prior Payment Dates over (y) the amount of Class A Monthly Interest actually paid on such Payment Dates. If the Class A Deficiency Amount for any Payment Date is greater than zero, on each subsequent Payment Date until such Class A Deficiency Amount is fully paid, an additional amount ("Class A Additional Interest") equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is three hundred sixty (360), (ii) the Class A Note Interest Rate in effect with respect to the related Interest Period plus the Default Margin and (iii) such Class A Deficiency Amount (or the portion thereof which has not been paid to the Class A Noteholders) shall be payable as provided herein with respect to the Class A Notes. Notwithstanding anything to the contrary herein, Class A Additional Interest shall be payable or distributed to the Class A Noteholders only to the extent permitted by applicable law.

(b) The amount of monthly interest ("Class B Monthly Interest") due and payable with respect to the Class B Notes on any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is [the actual number of days in the related Interest Period] [30] and the denominator of which is three hundred sixty (360), (ii) the Class B Note Interest Rate in effect with respect to the related Interest Period and (iii) the Class B Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Payment Date, the Class B Note Initial Principal Balance).

With respect to each Payment Date, the Issuer shall determine the excess, if any (the "Class B Deficiency Amount"), of (x) the aggregate amount of Class B Monthly Interest payable pursuant to this Section 4.1(b) as of the prior Payment Dates over (y) the amount of Class B Monthly Interest actually paid on such Payment Dates. If the Class B Deficiency Amount for any Payment Date is greater than zero, on each subsequent Payment Date until such Class B Deficiency Amount is fully paid, an additional amount ("Class B Additional Interest") equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is three hundred sixty (360), (ii) the Class B Note Interest Rate in effect with respect to the related Interest Period plus the Default Margin and (iii) such Class B Deficiency Amount (or the portion thereof which has not been paid to the Class B Noteholders) shall be payable as provided herein with respect to the Class B Notes. Notwithstanding anything to the contrary herein, Class B Additional Interest shall be payable or distributed to the Class B Noteholders only to the extent permitted by applicable law.

(c) The amount of monthly interest ("Class C Monthly Interest") due and payable with respect to the Class C Notes on any Payment Date shall be an amount equal to the product of (i) a fraction, the numerator of which is [the actual number of days in the related Interest Period] [30] and the denominator of which is three hundred sixty (360), (ii) the Class C Note Interest Rate in effect with respect to the related Interest Period and (iii) the Class C Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Payment Date, the Class C Note Initial Principal Balance).

With respect to each Payment Date, the Issuer shall determine the excess, if any (the "Class C Deficiency Amount"), of (x) the aggregate amount of Class C Monthly Interest payable pursuant to this Section 4.1(c) as of the prior Payment Dates over (y) the amount of Class C

Indenture Supplement

Monthly Interest actually paid on such Payment Dates. If the Class C Deficiency Amount for any Payment Date is greater than zero, on each subsequent Payment Date until such Class C Deficiency Amount is fully paid, an additional amount ("Class C Additional Interest") equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is three hundred sixty (360), (ii) the Class C Note Interest Rate in effect with respect to the related Interest Period plus the Default Margin and (iii) such Class C Deficiency Amount (or the portion thereof which has not been paid to the Class C Noteholders) shall be payable as provided herein with respect to the Class C Notes. Notwithstanding anything to the contrary herein, Class C Additional Interest shall be payable or distributed to the Class C Noteholders only to the extent permitted by applicable law.

(d) The amount of monthly principal ("Monthly Principal") to be transferred from the Principal Account with respect to the Series [ ] Notes on each Transfer Date, beginning with the Transfer Date following the Monthly Period in which the Controlled Accumulation Period or the Early Amortization Period begins, shall be equal to the lesser of (i) the Available Principal Collections for the preceding Monthly Period and (ii) the Note Principal Balance on such Transfer Date.

SECTION 4.2. Establishment of Accounts.

(a) As of the Closing Date, the Issuer covenants to have established and shall thereafter maintain the Non-Principal Account, the Principal Account[,][and] the Distribution Account [and the Reserve Account] (collectively, the "Series Accounts") each of which shall be an Eligible Deposit Account.

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

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

Indenture Supplement

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

SECTION 4.3. Calculations and Series Allocations.

(a) Allocations. Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series [ ] pursuant to Article VIII of the Indenture shall be allocated and distributed as set forth in this Article IV. During any period when the Issuer is permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Series [ ] Noteholders pursuant to this Sections 4.3 with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if an Originator is Servicer, any amounts owed to the Master Servicer, and (y) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account (in the case of Principal Collections (not including any Shared Principal Collections allocated to Series [ ] pursuant to Section 8.5 of the Indenture)).

(b) Allocations to the Series [ ] Noteholders. The Issuer shall, on each Date of Processing, allocate to the Series [ ] Noteholders the following amounts as set forth below:

(i) Allocations of Non-Principal Collections. The Issuer shall allocate to the Series [ ] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall deposit such amount into the Non-Principal Account; provided; that, so long as, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Principal Collections equal to the related Controlled Payment Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Non-Principal Collections shall be transferred into the Non-Principal Account only until such time as the aggregate amount so deposited equals the sum (the "Target Amount") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest for the related Payment Date, (C) the Noteholder Servicing Fee, [and (D) any amount required to be deposited in the Reserve Account on the related Transfer Date]; and any Non-Principal Collections allocated to the Series [ ] Noteholders but not deposited into the Non-Principal Account due to the operation of this proviso shall be released to Transferor; provided, further, that, notwithstanding the preceding proviso, if on any Business Day the

Indenture Supplement

Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two (2) Business Days thereafter direct Transferor to deposit into the Non-Principal Account funds in an amount equal to the excess of the recalculated Target Amount for such Monthly Period over the Target Amount previously calculated by the Issuer for the same Monthly Period; and provided, further, if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Non-Principal Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account as a result of the operation of the second preceding proviso.

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

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

(x) Allocations During the Revolving Period.

(1) During the Revolving Period an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing, shall be allocated to the Series [ ] Noteholders and first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, shall be retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, second, shall be deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount, and third, shall be paid to the holders of the Transferor Interest.

(2) With respect to each Monthly Period falling in the Revolving Period, to the extent that Principal Collections allocated to the Series [ ]

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Noteholders pursuant to this Section 4.3(b)(ii) are paid to Transferor, the Issuer shall cause Transferor to make an amount equal to the Reallocated Principal Collections for the related Transfer Date available on that Transfer Date for application in accordance with Section 4.7.

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

(z) Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the [ ] Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, and second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount, and third, paid to the holders of the Transferor Interest.

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

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

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(i) on a pari passu basis,

(A) the accrued and unpaid fees and other amounts owed to the Indenture Trustee up to a maximum amount of [ ] dollars ($[ ]) for the prior Monthly Period,

(B) the accrued and unpaid fees and other amounts owed to the trustee for the DFS Financing Trust up to a maximum amount of [ ] dollars ($[ ]) for the prior Monthly Period,

(C) the accrued and unpaid fees and other amounts owed to the Trustee up to a maximum amount of [ ] dollars ($[ ]) for the prior Monthly Period, and

(D) the accrued and unpaid fees and other amounts owed to the Administrator up to a maximum amount of [ ] dollars ($[ ]) for the prior Monthly Period;

(ii) to pay the Noteholder Servicing Fee for the prior Monthly Period and any overdue Noteholder Servicing Fee (to the extent not previously paid [, and to reimburse the Master Servicer for any Servicer Advances and accrued and unpaid interest thereon]);

(iii) an amount equal to Class A Monthly Interest for such Payment Date, plus any Class A Deficiency Amount, plus the amount of any Class A Additional Interest for such Payment Date, plus (without duplication) the amount of any Class A Additional Interest previously due but not paid to Class A Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;

(iv) an amount equal to Class B Monthly Interest for such Payment Date, plus any Class B Deficiency Amount, plus the amount of any Class B Additional Interest for such Payment Date, plus (without duplication) the amount of any Class B Additional Interest previously due but not paid to Class B Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;

(v) an amount equal to Class C Monthly Interest for such Payment Date, plus any Class C Deficiency Amount, plus the amount of any Class C Additional Interest for such Payment Date, plus (without duplication) the amount of any Class C Additional Interest previously due but not paid to Class C Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;

(vi) to deposit into the Principal Account, during the Controlled Accumulation Period or the Early Amortization Period, an amount (treated as a portion of Available Principal Collections) equal to the Aggregate Investor Default Amount for the prior Monthly Period;

(vii) to deposit into the Principal Account, during the Controlled Accumulation Period or the Early Amortization Period, an amount (treated as a portion of Available Principal Collections) equal to the sum of the aggregate amount of Investor Charge-Offs

Indenture Supplement

and the amount of Reallocated Principal Collections which have not been previously reimbursed;

(viii) [to deposit into the Reserve Account an amount equal to the amounts, if any, required to be deposited in the Reserve Account pursuant to Section 4.10(d);]

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

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

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

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

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

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

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

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

Indenture Supplement

(iii) in the case of each of the Controlled Accumulation Period and the Early Amortization Period, the balance of such Available Principal Collections remaining after application in accordance with clauses (i) and
(ii) above shall be treated as Shared Principal Collections and applied in accordance with Section 8.5 of the Indenture. As of any Payment Date during the Controlled Accumulation Period or Early Amortization Period on which Available Principal Collections are treated as Shared Principal Collections, the Collateral Amount shall be reduced by an amount equal to the lesser of (x) the amount of Available Principal Collections applied as Shared Principal Collections and (y) the excess, if any, of the Excess Collateral Amount over the Required Excess Collateral Amount.

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

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

SECTION 4.5. Distributions.

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

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

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

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

Indenture Supplement

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

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

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

SECTION 4.8. Excess Non-Principal Collections. Series [ ] shall be an Excess Allocation Series with respect to Group One only. Subject to Section 8.6 of the Indenture, Excess Non-Principal Collections with respect to the Excess Allocation Series in Group One for any Transfer Date will be allocated to Series
[ ] in an amount equal to the product of (x) the aggregate amount of Excess Non-Principal Collections with respect to all the Excess Allocation Series in Group One for the related Payment Date and (y) a fraction, the numerator of which is the Non-Principal Shortfall for Series [ ] for such Payment Date and the denominator of which is the aggregate amount of Non-Principal Shortfalls for all the Excess Allocation Series in Group One for such Payment Date. The "Non-Principal Shortfall" for Series [ ] for any Payment Date will be equal to the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to Sections 4.4(a)(i) through (viii) on such Payment Date over (b) the Available Non-Principal Collections with respect to such Payment Date (excluding any portion thereof attributable to Excess Non-Principal Collections).

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

Indenture Supplement

SECTION 4.10. [Reserve Account.

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

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

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

(d) If, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, the Issuer shall withdraw an amount equal to such excess from the Reserve Account and distribute such amount to the Transferor. On the date on which the Note Principal Balance has been paid in full, after making any payments to the Series [ ] Noteholders required pursuant to Sections 4.10(a), (b) and (c), the Issuer shall withdraw from the Reserve Account all amounts then remaining in the Reserve Account and pay such amounts to the holders of the Transferor Interest.]

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

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

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

SECTION 4.12. Controlled Accumulation Period. The Controlled Accumulation Period is scheduled to commence at the beginning of business on [______ __, 200_]; [provided, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date on or after the [_______ 200_] Determination Date is less than or more than the number of months in the scheduled Controlled Accumulation Period, upon written notice to the Indenture Trustee, with a copy to each Rating Agency, the Issuer shall either postpone or accelerate, as applicable, the date on which the Controlled Accumulation Period actually

Indenture Supplement

commences, so that as a result, the number of Monthly Periods in the Controlled Accumulation Period will equal the Controlled Accumulation Period Length; provided, that the length of the Controlled Accumulation Period will not be less than one (1) month]. The "Controlled Accumulation Period Length" will mean a number of whole months such that the amount available for payment of principal on the Notes on the Expected Principal Payment Date is expected to equal or exceed the Note Principal Balance, assuming for this purpose that (1) the payment rate with respect to Principal Collections remains constant at the lowest level of such payment rate during the twelve (12) preceding Monthly Periods, (2) the total amount of Principal Receivables in the Trust (and the principal amount on deposit in the Excess Funding Account, if any) remains constant at the level on such date of determination, (3) no Early Amortization Event with respect to any Series will subsequently occur and (4) no additional Series (other than any Series being issued on such date of determination) will be subsequently issued. Any notice by Issuer modifying the commencement of the Controlled Accumulation Period pursuant to this Section 4.12 shall specify (i) the Controlled Accumulation Period Length, (ii) the commencement date of the Controlled Accumulation Period and (iii) the Controlled Accumulation Amount with respect to each Monthly Period during the Controlled Accumulation Period.

SECTION 4.13. [Determination of LIBOR].

(a) [On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a one-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on page 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a one-month period, as shown under the heading "USD" as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a one-month period are displayed on page "LIBOR" of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, the rate for that Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period.]

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(b) The Class A Note Interest Rate, Class B Note Interest Rate and Class C Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at [(___) ___-____] or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Series [ ] Noteholder from time to time.

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

ARTICLE V
DELIVERY OF SERIES [ ] NOTES;
REPORTS TO SERIES [ ] NOTEHOLDERS

SECTION 5.1. Delivery and Payment for the Series [ ] Notes.

The Issuer shall execute and issue, and the Indenture Trustee shall authenticate, the Series [ ] Notes in accordance with Section 2.2 of the Indenture. The Indenture Trustee shall deliver the Series [ ] Notes to or upon Issuer Order when so authenticated.

SECTION 5.2. Reports and Statements to Series [ ] Noteholders.

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

(b) On or before January 31 of each calendar year, beginning with January 31, 2005, the [Trustee, on behalf of the] Issuer, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series [ ] Noteholder the information for the preceding calendar year, or the applicable portion thereof during which the Person was a Noteholder, as is required to be provided by an issuer of indebtedness under the Code to the holders of the Issuer's indebtedness and such other customary information as is necessary to enable such Noteholder to prepare its federal income tax returns. Notwithstanding anything to the contrary contained in this Agreement, [the Trustee, on behalf of] the Issuer, shall, to the extent required by applicable law, from time to time furnish to the appropriate Persons, at least five (5) Business Days prior to the end of the period required by applicable law, the information required to complete a Form 1099-INT.

ARTICLE VI
SERIES [ ] EARLY AMORTIZATION EVENTS

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

(a) (i) failure on the part of Transferor or the Issuer to make any payment or deposit required to be made by it by the terms of the Second Tier Agreement, the Indenture or this

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

(b) any representation or warranty made by the Issuer or the Transferor in the Second Tier Agreement, the Indenture or this Indenture Supplement or any information contained in an account schedule required to be delivered by it pursuant to [Section 2.1 or Section 2.6(c)] of the Second Tier Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of the same, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series [ ] Notes and as a result of which the interests of the Series [ ] Noteholders are materially and adversely affected for such period; provided, however, that a Series [ ] Early Amortization Event pursuant to this Section 6.1(b) shall not be deemed to have occurred hereunder if Transferor has accepted reassignment of the related Transferred Receivable, or all of such Transferred Receivables, if applicable, during such period in accordance with the provisions of the Second Tier Agreement;

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

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

(e) (i) on any Determination Date occurring in the months of [ ] through
[ ], the average of the Monthly Payment Rates for the three (3) preceding Monthly Periods is less than [ ] percent ([ ]%) or (ii) on any Determination Date occurring in the months of [ ] through [ ], the average of the Monthly Payment Rates for the three (3) preceding Monthly Periods is less than [ ] percent ([ ]%);

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

(g) without limiting the foregoing, the occurrence of an Event of Default with respect to Series [ ] and acceleration of the maturity of the Series [ ] Notes pursuant to Section 5.3 of the Indenture; [or]

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(h) [the amount on deposit in the Reserve Account is less than the Required Reserve Account Amount on any [ ] ([ ]) consecutive Payment Dates after giving effect to all payments and deposits on such Payment Dates];

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

ARTICLE VII
REDEMPTION OF SERIES [ ] NOTES; FINAL DISTRIBUTIONS; SERIES
TERMINATION

SECTION 7.1. Optional Redemption of Series [ ] Notes; Final Distributions.

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

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

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

(d) With respect to the Reassignment Amount deposited into the Collection Account pursuant to this Section 7.1 or the proceeds of any sale of Transferred Receivables pursuant to

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Section 5.3 of the Indenture with respect to Series [ ], the Indenture Trustee shall, in accordance with an Issuer Order, not later than 12:00 noon, New York City time, on the related Payment Date, make payments of the following amounts (in the priority set forth below and, in each case, after giving effect to any deposits and payments otherwise to be made on such date) in immediately available funds: (i) (x) the Class A Note Principal Balance on such Payment Date will be paid to the Class A Noteholders and (y) an amount equal to the sum of (A) Class A Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class A Deficiency Amount for such Payment Date and (C) the amount of Class A Additional Interest, if any, for such Payment Date and, without duplication, any Class A Additional Interest previously due but not paid to the Class A Noteholders on any prior Payment Date, will be paid to the Class A Noteholders, (ii) (x) the Class B Note Principal Balance on such Payment Date will be paid to the Class B Noteholders and (y) an amount equal to the sum of (A) Class B Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class B Deficiency Amount for such Payment Date and (C) the amount of Class B Additional Interest, if any, for such Payment Date and, without duplication, any Class B Additional Interest previously due but not paid to the Class B Noteholders on any prior Payment Date, will be paid to the Class B Noteholders, (iii) (x) the Class C Note Principal Balance on such Payment Date will be paid to the Class C Noteholders and (y) an amount equal to the sum of (A) Class C Monthly Interest due and payable on such Payment Date or any prior Payment Date, (B) any Class C Deficiency Amount for such Payment Date, and (C) the amount of Class C Additional Interest, if any, for such Payment Date and, without duplication, any Class C Additional Interest previously due but not paid to the Class C Noteholders on any prior Payment Date will be paid to the Class C Noteholders, and (iv) any excess shall be released to the Issuer.

SECTION 7.2. Series Termination.

On the Series [ ] Final Maturity Date, the unpaid principal amount of the Series [ ] Notes shall be due and payable.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

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

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

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

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SECTION 8.4. GOVERNING LAW.

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

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

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES

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

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

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

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

[SIGNATURE PAGES FOLLOW]

Indenture Supplement

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

GE DEALER FLOORPLAN MASTER NOTE
TRUST, as Issuer

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

By:________________________________
Name: __________________________
Title: _________________________

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WILMINGTON TRUST COMPANY, as
Indenture Trustee

By:________________________________
Name: __________________________
Title: _________________________

Indenture Supplement

EXHIBIT A-1

FORM OF CLASS A SERIES [ ] [FLOATING RATE] ASSET BACKED NOTE

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

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

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

REGISTERED                               $______________________________________
No. R-                                                                 CUSIP NO.

                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                                   SERIES [ ]

CLASS A SERIES [ ] [FLOATING RATE] ASSET BACKED NOTE

GE Dealer Floorplan Master Note Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of [ ], 2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of ___________ DOLLARS ($[ ]), or such greater or lesser amount as determined in accordance with the Indenture, on the [____________ __] 200[_] Payment Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class A Note Interest Rate on each Payment Date until the Series Maturity Date (which is the earlier to occur of (a) the Payment Date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the [____________ __], 200[_] Payment Date). Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a [360-day] year and the [actual] number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof.

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

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

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

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Exhibit A-1 (Page 2)

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

GE DEALER FLOORPLAN MASTER NOTE
TRUST, as Issuer

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

By:________________________________________
Name: __________________________________
Title: _________________________________

Dated:____________

Indenture Supplement

Exhibit A-1 (Page 3)

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

WILMINGTON TRUST COMPANY,
as Indenture Trustee

By:________________________________________
Authorized Signatory

Dated:____________

Indenture Supplement

Exhibit A-1 (Page 4)

GE DEALER FLOORPLAN MASTER NOTE TRUST
SERIES [ ]

CLASS A SERIES [ ] [FLOATING RATE] ASSET BACKED NOTE

This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan Master Note Trust, Series [ ] (the "Series [ ] Notes"), issued under a Master Indenture dated as of [ ], 2004 (the "Master Indenture"), between the Issuer and Wilmington Trust Company, as indenture trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement dated as of [ ], 200[ ] (the "Indenture Supplement"), and representing the right to receive certain payments from the Issuer. The term "Indenture," unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

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

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

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

THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF CDF FUNDING, INC., DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, TRANSAMERICA COMMERCIAL FINANCE CORPORATION, OR ANY OF THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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

THIS CLASS A NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK

Indenture Supplement

Exhibit A-1 (Page 5)

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

Dated:___________________________           ________________________________ **
                                            Signature Guaranteed:

-----------------------

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

Indenture Supplement

Exhibit A-1 (Page 7)

EXHIBIT A-2

FORM OF CLASS B SERIES [ ] [FLOATING RATE] ASSET BACKED NOTE

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

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

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

REGISTERED                           $__________________________________________
No. R-                                                                 CUSIP NO.

                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                                   SERIES [ ]

CLASS B SERIES [ ] [FLOATING RATE] ASSET BACKED NOTE

GE Dealer Floorplan Master Note Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of [ ], 2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of ____________ DOLLARS ($[ ]), or such greater or lesser amount as determined in accordance with the Indenture, on the [____________ __] 200[_] Payment Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class B Note Interest Rate on each Payment Date until the Series Maturity Date (which is the earlier to occur of (a) the Payment Date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the [____________ __], 200[_] Payment Date). Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a [360-day] year and the [actual] number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof.

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

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

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

Indenture Supplement

Exhibit A-2 (Page 2)

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

GE DEALER FLOORPLAN MASTER NOTE
TRUST, as Issuer

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

By:________________________________________
Name: __________________________________
Title: _________________________________

Dated:____________

Indenture Supplement

Exhibit A-2 (Page 3)

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

WILMINGTON TRUST COMPANY,
as Indenture Trustee

By:____________________________________
Authorized Signatory

Dated:____________

Indenture Supplement

Exhibit A-2 (Page 4)

GE DEALER FLOORPLAN MASTER NOTE TRUST
SERIES [ ]

CLASS B SERIES [ ] [FLOATING RATE] ASSET BACKED NOTE

This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan Master Note Trust, Series [ ] (the "Series [ ] Notes"), issued under a Master Indenture dated as of [ ], 2004 (the "Master Indenture"), between the Issuer and Wilmington Trust Company, as indenture trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement dated as of [ ], 200[ ] (the "Indenture Supplement"), and representing the right to receive certain payments from the Issuer. The term "Indenture," unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

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

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

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

THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF CDF FUNDING, INC., DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, TRANSAMERICA COMMERCIAL FINANCE CORPORATION, OR ANY OF THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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

THIS CLASS B NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK

Indenture Supplement

Exhibit A-2 (Page 5)

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

Dated:_______________________________      ___________________________________**
                                           Signature Guaranteed:

-----------------------

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

Indenture Supplement

Exhibit A-2 (Page 7)

EXHIBIT A-3

FORM OF CLASS C SERIES [ ] [FLOATING RATE] ASSET BACKED NOTE

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

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

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

REGISTERED                           $__________________________________________
No. R-                                                                 CUSIP NO.

                      GE DEALER FLOORPLAN MASTER NOTE TRUST
                                   SERIES [ ]

CLASS C SERIES [ ] [FLOATING RATE] ASSET BACKED NOTE

GE Dealer Floorplan Master Note Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of [ ], 2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of ______________ DOLLARS ($[ ]), or such greater or lesser amount as determined in accordance with the Indenture, on the [____________ __] 200[_] Payment Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the Class C Note Interest Rate on each Payment Date until the Series Maturity Date (which is the earlier to occur of (a) the Payment Date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the [____________ __], 200[_] Payment Date). Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a [360-day] year and the [actual] number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof.

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

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

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

Indenture Supplement

Exhibit A-3 (Page 2)

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

GE DEALER FLOORPLAN MASTER NOTE
TRUST, as Issuer

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

By:________________________________________
Name: __________________________________
Title: _________________________________

Dated:____________

Indenture Supplement

Exhibit A-3 (Page 3)

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

WILMINGTON TRUST COMPANY,
as Indenture Trustee

By:________________________________________
Authorized Signatory

Dated:____________

Indenture Supplement

Exhibit A-3 (Page 4)

GE DEALER FLOORPLAN MASTER NOTE TRUST
SERIES [ ]

CLASS C SERIES [ ] [FLOATING RATE] ASSET BACKED NOTE

This Class C Note is one of a duly authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan Master Note Trust, Series [ ] (the "Series [ ] Notes"), issued under a Master Indenture dated as of [ ], 2004 (the "Master Indenture"), between the Issuer and Wilmington Trust Company, as indenture trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement dated as of [ ], 200[ ] (the "Indenture Supplement"), and representing the right to receive certain payments from the Issuer. The term "Indenture," unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

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

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

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

THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF CDF FUNDING, INC., DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, TRANSAMERICA COMMERCIAL FINANCE CORPORATION, OR ANY OF THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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

THIS CLASS C NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK

Indenture Supplement

Exhibit A-3 (Page 5)

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

Dated:_______________________________     ____________________________________**
                                          Signature Guaranteed:

-----------------------

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

Indenture Supplement

Exhibit A-3 (Page 7)

EXHIBIT B

Form of Monthly Servicer's Certificate

[to be attached]

Indenture Supplement

Exhibit B (Page 1)

Exhibit 4.3

TRUST AGREEMENT

OF

GE DEALER FLOORPLAN MASTER NOTE TRUST

THIS TRUST AGREEMENT, is made and entered into as of April 20, 2004 by and between CDF Funding, Inc., a Delaware corporation (the "Depositor") and The Bank of New York (Delaware), a Delaware banking corporation, as Owner Trustee (acting hereunder not in its individual capacity but solely as the "Owner Trustee"). The Depositor and the Owner Trustee hereby agree as follows:

1. The trust created hereby shall be known as "GE Dealer Floorplan Master Note Trust" (the "Issuer"), in which name the Owner Trustee may conduct the business of the Issuer, make and execute contracts, and sue and be sued.

2. The Depositor hereby assigns, transfers, conveys and sets over to the Owner Trustee the sum of $1.00. The Owner Trustee hereby acknowledges receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in trust for the Depositor. It is the intention of the parties hereto that the Issuer created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq. and that this document constitute the governing instrument of the Issuer. The Owner Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State substantially in the form attached hereto as Exhibit A.

3. The Depositor and the Owner Trustee will enter into an amended and restated Trust Agreement in form and substance satisfactory to each such party to provide for, among other things, the contemplated operation of the Issuer. Prior to the execution and delivery of such an amended and restated Trust Agreement, (i) the Owner Trustee shall not have any duty or obligation hereunder or with respect to the Issuer or the trust estate, except as expressly set forth herein and (ii) the Depositor shall take any and all action as may be necessary, prior to such execution and delivery, including but not limited to, executing any licenses, consents, approvals or filings on behalf of the Issuer as may be required by applicable law or otherwise; provided, however, the Owner Trustee shall not be required to take any action (i) if the Owner Trustee shall determine, or shall be advised by counsel, that such action is likely to result in personal liability or is contrary to applicable law or any agreement to which the Owner Trustee is a party and (ii) unless the Owner Trustee has been provided indemnity satisfactory to it in its sole discretion. Notwithstanding the foregoing, the Owner Trustee shall have the power and authority, and is hereby authorized and empowered, in the name and on behalf of the Issuer, to take all actions necessary, appropriate, or convenient to effect the transactions contemplated herein, including but not limited to, executing such licenses, consents or approvals as are presented to the Owner Trustee by the Depositor in execution form.

4. (a) Except as otherwise expressly required by Section 3 of this Trust Agreement, the Owner Trustee shall not have any duty or liability with respect to the

Trust Agreement

administration of the Issuer, the investment of the Issuer's property or the payment of dividends or other distributions of income or principal to the Issuer's beneficiaries, and no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee. The Owner Trustee shall not be liable for the acts or omissions of the Depositor or any other person who acts on behalf of the Issuer nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the directions of the Depositor.

(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation:

(i) The Owner Trustee shall not be personally liable for any error of judgment made in good faith and in the absence of gross negligence by an officer or employee of the Owner Trustee;

(ii) No provision of this Trust Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Issuer;

(iv) The Owner Trustee shall not be personally responsible for or in respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor;

(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may request instructions from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;

(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor; and

(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor or the Issuer, the Depositor agrees that such duties and liabilities are replaced by the terms of this Trust Agreement.

(c) The Owner Trustee shall incur no liability to anyone in acting upon any document reasonably believed by it to be genuine and reasonably believed by it to be signed by

2 Trust Agreement

the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee in good faith and in the absence of gross negligence, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other experts.

(e) Notwithstanding anything contained herein to the contrary, neither The Bank of New York (Delaware) nor the Owner Trustee shall be required to take any action in any jurisdiction other than the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence becoming payable by The Bank of New York (Delaware), or (iii) subject The Bank of New York (Delaware) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by The Bank of New York (Delaware) or the Owner Trustee, as the case may be, contemplated hereby.

(f) Except as expressly provided in this Section 4, in accepting and performing the trusts hereby created, the Owner Trustee acts solely as Owner Trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Issuer's property for payment or satisfaction thereof.

5. The Issuer shall (i) compensate the Owner Trustee in accordance with a separate fee agreement with the Owner Trustee, (ii) reimburse the Owner Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Owner Trustee and any of the officers, directors, employees and agents of the Owner Trustee (the "Indemnified Persons") from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, "Expenses"), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Issuer or the

3 Trust Agreement

transactions contemplated hereby; provided, however, that the Issuer shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person.

6. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor. If no successor has been appointed within thirty days after the giving of notice, the Owner Trustee may, at the expense of the Issuer, petition a court of competent jurisdiction to appoint a successor trustee.

7. Upon and in accordance with written instructions from the Depositor the Owner Trustee shall dissolve, wind-up and terminate the Issuer and file in accordance with 12 Del. Code ss. 3810 a Certificate of Cancellation.

8. THIS TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

9. This Trust Agreement may be executed in one or more counterparts, each of which when so executed shall be an original and all of which when taken together shall constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

4 Trust Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

CDF FUNDING, INC., as Depositor

By:    /s/ Timothy J. Yanoti
    ----------------------------------
        Name: Timothy J. Yanoti
        Title: Vice President

Trust Agreement

THE BANK OF NEW YORK (DELAWARE),
as Owner Trustee

By:  /s/ Patrick J. Burns, Sr.
    ----------------------------------
         Name: Patrick J. Burns, Sr.
         Title: Sr. Vice President

Trust Agreement

EXHIBIT A

FORM OF CERTIFICATE OF TRUST

OF

GE DEALER FLOORPLAN MASTER NOTE TRUST

THIS CERTIFICATE OF TRUST of GE Dealer Floorplan Master Note Trust (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as owner trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code ss. 3801 et. seq.) (the "Act").

1. Name. The name of the statutory trust formed hereby is "GE Dealer Floorplan Master Note Trust".

2. Delaware Trustee. The name and business address of the owner trustee of the Trust in the State of Delaware is The Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust Administration.

3. Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

THE BANK OF NEW YORK (DELAWARE),
as owner trustee

By:______________________________________
Name:
Title:

Exhibit 4.4

GE DEALER FLOORPLAN MASTER NOTE TRUST

AMENDED AND RESTATED TRUST AGREEMENT

between

CDF FUNDING, INC.

and

THE BANK OF NEW YORK (DELAWARE),
as the Trustee

Dated as of [ ], 2004

Amended and Restated
Trust Agreement

TABLE OF CONTENTS

                                                                                                         PAGE
ARTICLE I      DEFINITIONS..........................................................................       1

      SECTION 1.1.     Definitions..................................................................       1

      SECTION 1.2.     Other Interpretive Matters...................................................       6

ARTICLE II     ORGANIZATION.........................................................................       6

       SECTION 2.1.    Name.........................................................................       6

       SECTION 2.2.    Office.......................................................................       6

       SECTION 2.3.    Purposes and Powers..........................................................       6

       SECTION 2.4.    Appointment of the Trustee...................................................       7

       SECTION 2.5.    Initial Capital Contribution of Trust Estate.................................       7

       SECTION 2.6.    Declaration of Trust.........................................................       7

       SECTION 2.7.    Liability of Beneficiaries...................................................       8

       SECTION 2.8.    Title to Trust Property......................................................       8

       SECTION 2.9.    Situs of Trust...............................................................       8

       SECTION 2.10.   Representations and Warranties of the Transferor.............................       8

ARTICLE III    BENEFICIAL INTERESTS.................................................................       9

      SECTION 3.1.     Initial Ownership............................................................       9

      SECTION 3.2.     Transferor Certificate.......................................................       9

      SECTION 3.3.     Restrictions on Transfer; Issuance of Supplemental Certificates..............       9
.
ARTICLE IV     ACTIONS BY THE TRUSTEE...............................................................      10

      SECTION 4.1.     Prior Notice to Holder of the Transferor Certificate with Respect to
                       Certain Matters..............................................................      10

      SECTION 4.2.     Action by the Holder of the Transferor Certificate with Respect to
                       Certain Matters..............................................................      11

      SECTION 4.3.     Action by the Holder of the Transferor Certificate with Respect to
                       Bankruptcy...................................................................      11

      SECTION 4.4.     Restrictions on Power........................................................      11

ARTICLE V      AUTHORITY AND DUTIES OF THE TRUSTEE..................................................      11

      SECTION 5.1.     General Authority............................................................      11

      SECTION 5.2.     General Duties...............................................................      11

      SECTION 5.3.     Action upon Instruction......................................................      12

TABLE OF CONTENTS
(continued)

                                                                                                         PAGE
      SECTION 5.4.     No Duties Except as Specified in this Agreement or in Instructions...........      13

      SECTION 5.5.     No Action Except Under Specified Documents or Instructions...................      13

      SECTION 5.6.     Restrictions.................................................................      13

      SECTION 5.7.     Tax Returns..................................................................      13

ARTICLE VI     CONCERNING THE TRUSTEE...............................................................      13

      SECTION 6.1.     Acceptance of Trusts and Duties..............................................      13

      SECTION 6.2.     Furnishing of Documents......................................................      15

      SECTION 6.3.     Representations and Warranties...............................................      15

      SECTION 6.4.     Reliance; Advice of Counsel..................................................      15

      SECTION 6.5.     Not Acting in Individual Capacity............................................      16

      SECTION 6.6.     Trustee Not Liable for Notes or Receivables..................................      16

      SECTION 6.7.     Trustee May Not Own Notes....................................................      17

ARTICLE VII    COMPENSATION OF THE TRUSTEE..........................................................      17

      SECTION 7.1.     Trustee's Fees and Expenses..................................................      17

      SECTION 7.2.     Indemnification..............................................................      17

      SECTION 7.3.     Payments to the Trustee......................................................      17

ARTICLE VIII   TERMINATION OF TRUST AGREEMENT.......................................................      17

      SECTION 8.1.     Termination of Trust Agreement...............................................      17

ARTICLE IX     SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES...........................................      18

      SECTION 9.1.     Eligibility Requirements for the Trustee.....................................      18

      SECTION 9.2.     Resignation or Removal of the Trustee........................................      18

      SECTION 9.3.     Successor Trustee............................................................      19

      SECTION 9.4.     Merger or Consolidation of the Trustee.......................................      19

      SECTION 9.5.     Appointment of Co-Trustee or Separate Trustee................................      19

ARTICLE X      MISCELLANEOUS........................................................................      21

      SECTION 10.1.    Clean-Up Call................................................................      21

      SECTION 10.2.    Supplements and Amendments...................................................      21

      SECTION 10.3.    No Legal Title to Trust Estate in the Transferor.............................      22

      SECTION 10.4.    Limitations on Rights of Others..............................................      22

TABLE OF CONTENTS
(continued)

                                                                                                   PAGE
SECTION 10.5.    Notices......................................................................      22

SECTION 10.6.    Severability.................................................................      22

SECTION 10.7.    Separate Counterparts........................................................      22

SECTION 10.8.    Successors and Assigns.......................................................      23

SECTION 10.9.    No Petition..................................................................      23

SECTION 10.10.   No Recourse..................................................................      23

SECTION 10.11.   Headings.....................................................................      23

SECTION 10.12.   Governing Law, Consent to Jurisdiction; Waiver of Jury Trial.................      23

SECTION 10.13.   Administrator................................................................      23

SECTION 10.14.   Securities Law Filings.......................................................      23

SECTION 10.15.   Amendment and Restatement....................................................      24

EXHIBIT A Form of Transferor Certificate EXHIBIT B Form of Certificate of Trust

AMENDED AND RESTATED TRUST AGREEMENT (as amended or supplemented from time to time, this "Agreement") dated as of [ ], 2004 between CDF FUNDING, INC., a Delaware corporation, and The Bank of New York (Delaware), a Delaware banking corporation, as the trustee (the "Trustee").

ARTICLE I
DEFINITIONS

SECTION 1.1. Definitions.

"Account" is defined in the First Tier Agreement.

"Administration Agreement" means the Administration Agreement, dated as of
[ ], 2004, between the Administrator, the Trustee and the Trust.

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

"Affiliate" is defined in the First Tier Agreement.

"Aggregate Principal Receivables" is defined in the Indenture.

"Agreement" is defined in the preamble.

"Authorized Officer" means (a) with respect to any corporation or statutory trust, the Chairman or Vice-Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer and each other officer or employee of such corporation or trustee of such trust specifically authorized in resolutions of the Board of Directors of such corporation or trustee of such trust to sign agreements, instruments or other documents on behalf of such corporation or statutory trust in connection with the transactions contemplated by the Related Documents, and
(b) with respect to a limited liability company, any officer or manager of such limited liability company; provided that any Authorized Officer of the Transferor shall be considered to be an Authorized Officer of the Trust.

"Certificate of Trust" means the certificate of trust for the Trust, substantially in the form of Exhibit B hereto, filed with the Secretary of State of Delaware.

"Class" means any class of Notes of any Series.

"Code" means the Internal Revenue Code of 1986, as amended from time to time and the Treasury Regulations.

"Collateral" is defined in the Granting Clause of the Indenture.

"Collateral Amount" is defined, with respect to any Series, in the related Indenture Supplement.

Amended and Restated Trust Agreement

"Collection Account" means the account designated as such, established and owned by the Trust and maintained in accordance with Section 8.2 of the Indenture.

"Collections" is defined in the Indenture.

"Commission" means the Securities and Exchange Commission.

"Corporate Trust Office" means, the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of this Agreement is located at
[______________________], Attention: [________] (facsimile no.[(___) ___-____)].

"Custody and Control Agreement" is defined in the Indenture.

"Dealer" is defined in the First Tier Agreement.

"DFS Financing Trust" means Distribution Financial Services Floorplan Master Trust.

"Excess Funding Account" means the account designated as such, established and owned by the Trust and maintained in accordance with Section 8.2 of the Indenture.

"Existing Trust Agreement" means the Trust Agreement, dated as of April 20, 2004, between the Transferor and the Trustee.

"Expenses" is defined in Section 7.2.

"First Tier Agreement" means the Receivables Sale Agreement dated as of [ ], 2004, among the Originators and the Transferor.

"Free Equity Amount" means, on any date of determination, the result of
(a) the Note Trust Principal Balance, minus (b) the aggregate of the Collateral Amounts for all outstanding Series of Notes.

"GE Capital" means General Electric Capital Corporation, a Delaware corporation.

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

"Grant" means to create and grant a Lien pursuant to the Indenture, and other forms of the verb "to Grant" shall have correlative meanings.

"Holder" means a holder of the Transferor Certificate or a Supplemental Certificate, as applicable.

"Indemnified Parties" is defined in Section 7.2.

Amended and Restated Trust Agreement

"Indenture" means the Master Indenture, dated as of [ ], 2004, between the Trust and the Indenture Trustee.

"Indenture Supplement" means, with respect to any Series, a supplement to the Indenture, executed and delivered in connection with the original issuance of the Notes of such Series pursuant to Section 2.18 of the Indenture, and an amendment to the Indenture executed pursuant to Sections 9.1 or 9.2 of the Indenture, and, in either case, including all amendments thereof and supplements thereto.

"Indenture Trustee" means Wilmington Trust Company, not in its individual capacity but solely as Indenture Trustee under the Indenture, or any successor Indenture Trustee under the Indenture.

"Lien" means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction); provided, however, Permitted Encumbrances shall not constitute a Lien.

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

"Monthly Period" is defined in the Indenture.

"Moody's" means Moody's Investors Service, Inc.

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

"Note Register" is defined in the Indenture.

"Note Registrar" is defined in the Indenture.

"Note Trust Certificate" is defined in the Indenture.

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

"Noteholder" means the Person in whose name a Note is registered on the Note Register and, if applicable, the holder of any Note, as the case may be, or such other Person deemed to be a "Noteholder" in any related Indenture Supplement.

"Notes" is defined in the Indenture.

                                                      Amended and Restated
                                                           Trust Agreement

"Officer's Certificate" means, with respect to any Person, a certificate signed by an Authorized Officer of such Person.

"Opinion of Counsel" is defined in the Indenture.

"Originators" means the Persons from time to time party to the First Tier Agreement as "Originators".

"Outstanding Principal Balance" means the aggregate principal amount of all Notes outstanding at the date of determination as determined under the Indenture.

"Paying Agent" means with respect to the Notes, initially the Indenture Trustee or any other Person that meets the eligibility standards in Section 6.11 of the Indenture.

"Payment Date" means, with respect to any Series, the date specified in the related Indenture Supplement.

"Permitted Encumbrances" is defined in the Indenture.

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

"Rating Agency" is defined in the Indenture.

"Reassignment Amount" means, with respect to any Series, the amount specified as such in the related Indenture Supplement.

"Receivable" is defined in the First Tier Agreement.

"Related Documents" means the First Tier Agreement, the Second Tier Agreement, the Servicing Agreement, the Administration Agreement, the Notes, this Agreement, the Indenture, any Indenture Supplement, the Custody and Control Agreement and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Person, or any employee of any Person, and delivered in connection with any of the foregoing. Any reference in the foregoing documents to a Related Document shall include all annexes, exhibits and schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to such Related Documents as the same may be in effect at any and all times such reference becomes operative.

"Second Tier Agreement" means the Receivables Purchase and Contribution Agreement dated as of [ ], 2004, between the Transferor and the Trust.

"Series" means any series of Notes, which may include within any such Series a Class or Classes of Notes subordinate to another such Class or Classes of Notes.

Amended and Restated Trust Agreement

"Series Account" means any deposit, trust, escrow or similar account maintained for the benefit of the Noteholders of any Series or Class, as specified in any Indenture Supplement.

"Servicing Agreement" means the Servicing Agreement dated as of [ ], 2004, between the Master Servicer and the Trust.

"Successor Master Servicer" means the successor to the Master Servicer as appointed under the Servicing Agreement.

"Supplemental Certificate" is defined in Section 3.3.

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

"Transferor" means CDF Funding, Inc., a Delaware corporation.

"Transferor Certificate" means the certificate, substantially in the form of Exhibit A attached hereto, representing a fractional undivided beneficial interest in the Trust.

"Transferred Receivable" means a Receivable that has been transferred by the Transferor to the Trust pursuant to the Second Tier Agreement, but excluding Receivables that have been repurchased by an Originator pursuant to the First Tier Agreement or by the Transferor pursuant to the Second Tier Agreement or assigned to the Master Servicer pursuant to Section 2.6 of the Servicing Agreement.

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

"Trust" means the GE Dealer Floorplan Master Note Trust.

"Trust Accounts" means any Series Account, the Collection Account or Excess Funding Account.

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

Amended and Restated Trust Agreement

"Trust Statute" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as the same may be amended from time to time.

"Trust Termination Date" is defined in Section 8.1(a).

"Trustee" is defined in the preamble.

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

SECTION 1.2. Other Interpretive Matters. All terms defined directly or by incorporation in this Agreement shall have the defined meanings when used in any document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement, unless the context otherwise requires: (a) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) unless otherwise provided, references to any month, quarter or year refer to a calendar month, quarter or year; (c) unless defined in this Agreement or the context otherwise requires, capitalized terms used in this Agreement which are defined in the UCC shall have the meaning given such term in the UCC; (d) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (e) the words "hereof," "herein" and "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement, and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (g) the term "including" means "including without limitation"; (h) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (i) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; and (j) references to any Person include that Person's successors and assigns.

ARTICLE II
ORGANIZATION

SECTION 2.1. Name. The Trust created hereby shall be known as "GE Dealer Floorplan Master Note Trust", in which name the Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

SECTION 2.2. Office. The office of the Trust shall be in care of the Trustee at the Corporate Trust Office or at such other address in Delaware as the Trustee may designate by written notice to the Transferor.

SECTION 2.3. Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority to, engage in the following activities:

Amended and Restated Trust Agreement

(a) to issue (i) the Notes pursuant to the Indenture and any Indenture Supplement; (ii) the Transferor Certificate pursuant to this Agreement; and (iii) the Supplemental Certificates, if any, pursuant to this Agreement;

(b) to acquire the Transferred Receivables and the Note Trust Certificate pursuant to the Second Tier Agreement;

(c) to Grant the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Certificate any portion of the Collateral released from the Lien of the Indenture;

(d) to enter into and perform its obligations under the Related Documents to which it is to be a party;

(e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(f) subject to compliance with the Related Documents, to engage in such other activities as may be required in connection with conservation of the Collateral and the making of distributions to the Holder of the Transferor Certificate and payments to the Noteholders.

The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by this Agreement or the Related Documents.

SECTION 2.4. Appointment of the Trustee. The Transferor hereby appoints the Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.

SECTION 2.5. Initial Capital Contribution of Trust Estate. Pursuant to the Second Tier Agreement, the Transferor shall assign, transfer, convey and set over to the Trust, as of the date hereof, the assets specified in the Second Tier Agreement. The Trustee hereby acknowledges receipt in trust from the Transferor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Trust Estate. The Transferor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Trustee, promptly reimburse the Trustee for any such expenses paid by the Trustee. The Transferor may also take steps necessary, including the execution and filing of any necessary filings, to ensure that the Trust is in compliance with any applicable state securities law.

SECTION 2.6. Declaration of Trust. The Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Transferor, subject to the obligations of the Trust under the Related Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Trust Statute and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, until the interest in the Transferor Certificate is held by more than one Person, the Trust be disregarded as an entity separate from the Transferor. At such time as the interest in the Transferor Certificate is

Amended and Restated Trust Agreement

held by more than one Person, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust be treated as a partnership, with the assets of the partnership being the Transferred Receivables, the Note Trust Certificate and other assets held by the Trust, the partners of the partnership being the Holder of the Transferor Certificate and the Holders of the Supplemental Certificates. The parties agree that, unless otherwise required by appropriate tax authorities, until the interest in the Transferor Certificate is held by more than one Person, the Trust will not file or cause to be filed annual or other returns, reports and other forms consistent with the characterization of the Trust as an entity separate from the Transferor. Effective as of the date hereof, the Trustee shall have all rights, powers and duties set forth herein and in the Trust Statute with respect to accomplishing the purposes of the Trust.

SECTION 2.7. Liability of Beneficiaries. The Holder of the Transferor Certificate and the Holders of any Supplemental Certificates, if any, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

SECTION 2.8. Title to Trust Property. Subject to the Lien granted in the Indenture, legal title to all the Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Trustee, a co-trustee and/or a separate trustee, as the case may be.

SECTION 2.9. Situs of Trust. The Trust will be located and administered in the State of Illinois. All bank accounts maintained by the Trustee on behalf of the Trust shall be located in the State of Delaware or the State of Illinois. The Trust shall not have any employees in any state other than Illinois; provided, however, that nothing herein shall restrict or prohibit the Trustee from having employees within or without the State of Delaware. Payments will be received by the Trust only in Delaware or Illinois, and payments will be made by the Trust only from Delaware or Illinois.

SECTION 2.10. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trustee that:

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

(b) the Transferor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications.

(c) the Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Transferor has full power and authority to sell and assign the property to be sold and assigned to the Trust and the Transferor has duly authorized such sale and assignment to the Trust by all necessary corporate or other

Amended and Restated Trust Agreement

action; and the execution, delivery and performance of this Agreement have been duly authorized by the Transferor by all necessary company or other action.

(d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Transferor, or any indenture, agreement or other instrument to which the Transferor is a party or by which it is bound; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Related Documents); or violate any law or, to the best of the Transferor's knowledge, any order, rule or regulation applicable to the Transferor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or its properties.

(e) the Transferor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

ARTICLE III
BENEFICIAL INTERESTS

SECTION 3.1. Initial Ownership. Upon the formation of the Trust by the contribution by the Transferor pursuant to Section 2.5, the Transferor shall be the sole beneficiary of the Trust.

SECTION 3.2. Transferor Certificate. The Transferor Certificate shall represent an undivided beneficial interest in the Trust Estate subject to the Lien created pursuant to the Indenture, including the right to receive Collections with respect to the Transferred Receivables and other amounts at the times and in the amounts specified in the Indenture and any Indenture Supplement to be paid to the Holder of the Transferor Certificate.

SECTION 3.3. Restrictions on Transfer; Issuance of Supplemental Certificates.

(a) The Transferor may from time to time transfer a portion of the Transferor Certificate by causing the issuance of one or more additional certificates (each a "Supplemental Certificate"). The form and terms of any Supplemental Certificate shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 10.2 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below). The issuance of any such Supplemental Certificate to any Person shall be subject to the Transferor having delivered to the Trustee and the Indenture Trustee a Tax Opinion, dated the date of such action (or transfer, exchange or other disposition provided below), with respect to such action or any state

Amended and Restated Trust Agreement

securities law except for any such registration that has been duly completed and become effective.

A Supplemental Certificate may be transferred or exchanged, and the Transferor Certificate may be pledged, only upon satisfaction of the conditions set forth in clause (a).

(b) The Transferor Certificate may be transferred in its entirety to a Person which is a member of the "affiliated group" as defined in
Section 1504(a) of the Code of which the Transferor is a member without the consent or approval of the Noteholders, provided that the Transferor shall have delivered to the Trustee and the Indenture Trustee a Tax Opinion and an Opinion of Counsel of the type described in Section 3.3(a), dated the date of such transfer, with respect thereto. In connection with any such transfer, the Person to whom the Transferor Certificate is transferred will, by its acquisition and holding of an interest in the Transferor Certificate, assume all of the rights and obligations of the Transferor as described in this Agreement, each Related Document and in any supplement or amendment thereto (including the right under this paragraph (b) with respect to subsequent transfers of an interest in the Transferor Certificate).

ARTICLE IV
ACTIONS BY THE TRUSTEE

SECTION 4.1. Prior Notice to Holder of the Transferor Certificate with Respect to Certain Matters. With respect to the following matters, the Trustee shall not take action unless, at least thirty (30) days before the taking of such action, the Trustee shall have notified the Holder of the Transferor Certificate in writing of the proposed action and the Holder of the Transferor Certificate shall not have notified the Trustee in writing prior to the thirtieth (30th) day after such notice is given that the Holder of the Transferor Certificate withheld consent or shall not have provided alternative direction:

(a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Estate) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Estate);

(b) the election by the Trust to file an amendment to the Certificate of Trust;

(c) the amendment of the Indenture in circumstances where the consent of any Noteholder is required;

(d) the amendment of the Indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Holder of the Transferor Certificate;

(e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner, or add any provision, that would not materially and adversely affect the interests of the Holder of the Transferor Certificate; or

Amended and Restated Trust Agreement

(f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable.

SECTION 4.2. Action by the Holder of the Transferor Certificate with Respect to Certain Matters. The Trustee shall not have the power, except upon the direction of the Holder of the Transferor Certificate, to: (a) remove the Administrator under the Administration Agreement, (b) appoint a successor Administrator, or (c) except as expressly provided in the Related Documents, sell the Transferred Receivables after the termination of the Indenture. The Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Holder of the Transferor Certificate.

SECTION 4.3. Action by the Holder of the Transferor Certificate with Respect to Bankruptcy. The Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Holder of the Transferor Certificate and the delivery to the Trustee by the Holder of a Transferor Certificate of a certificate certifying that the Holder of the Transferor Certificate reasonably believes that the Trust is insolvent.

SECTION 4.4. Restrictions on Power. The Holder of the Transferor Certificate shall not direct the Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Trustee under this Agreement or any of the Related Documents or would be contrary to Section 2.3, nor shall the Trustee be obligated to follow any such direction, if given.

ARTICLE V
AUTHORITY AND DUTIES OF THE TRUSTEE

SECTION 5.1. General Authority. The Trustee is authorized and directed to execute and deliver the Related Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Related Documents to which the Trust is to be a party, in each case in such form as the Transferor shall approve as evidenced conclusively by the Trustee's execution thereof, and, on behalf of the Trust, to direct the Indenture Trustee, from time to time, to authenticate and deliver Notes in the amount specified in a letter of instruction from the Transferor to the Trustee. In addition to the foregoing, the Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Related Documents. The Trustee is further authorized from time to time to take such action as the Transferor or the Administrator recommends with respect to the Related Documents.

SECTION 5.2. General Duties. It shall be the duty of the Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to this Agreement and the Related Documents to which the Trust is a party and to administer the Trust in the interest of the Holder of the Transferor Certificate, subject to the Related Documents and in accordance with this Agreement. Notwithstanding the foregoing, the Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Related Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge

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any duty of the Trustee hereunder or under any Related Document, and the Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.

SECTION 5.3. Action upon Instruction.

(a) Subject to Article IV and in accordance with the Related Documents, the Holder of the Transferor Certificate may by written instruction direct the Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Holder of the Transferor Certificate pursuant to Article IV.

(b) The Trustee shall not be required to take any action hereunder or under any Related Document if the Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or of any Related Document or is otherwise contrary to law.

(c) Whenever the Trustee is unable to decide between alternative courses of action permitted or required by this Agreement or any Related Document, the Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Holder of the Transferor Certificate requesting instruction as to the course of action to be adopted, and to the extent the Trustee acts in good faith in accordance with any written instruction of the Holder of the Transferor Certificate received, the Trustee shall not be liable on account of such action to any Person. If the Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Related Documents, as it shall deem to be in the best interests of the Holder of the Transferor Certificate, and shall have no liability to any Person for such action or inaction.

(d) In the event that the Trustee is unsure as to the application of any provision of this Agreement or any Related Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Trustee or is silent or is incomplete as to the course of action that the Trustee is required to take with respect to a particular set of facts, the Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Holder of the Transferor Certificate requesting instruction and, to the extent that the Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Trustee shall not be liable, on account of such action or inaction, to any Person. If the Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Related Documents, as it shall deem to be in the best interests of the Holder of the Transferor Certificate, and shall have no liability to any Person for such action or inaction.

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SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions. The Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Trustee is a party, except as expressly provided by this Agreement or in any document or written instruction received by the Trustee pursuant to Section 5.3; and no implied duties or obligations shall be read into this Agreement or any Related Document against the Trustee. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or Lien granted to it hereunder or to prepare or file any Commission filing for the Trust or to record this Agreement or any Related Document. The Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Trust Estate that result from the negligence or willful misconduct of the Trustee.

SECTION 5.5. No Action Except Under Specified Documents or Instructions. The Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except: (i) in accordance with the powers granted to and the authority conferred upon the Trustee pursuant to this Agreement, (ii) in accordance with the Related Documents and (iii) in accordance with any document or instruction delivered to the Trustee pursuant to Section 5.3.

SECTION 5.6. Restrictions. The Trustee shall not take any action: (a) that is inconsistent with the purposes of the Trust set forth in Section 2.3 or (b) that, to the actual knowledge of the Trustee, would result in the Trust becoming taxable as a corporation for Federal income tax purposes. The Transferor shall not direct the Trustee to take action that would violate this Section.

SECTION 5.7. Tax Returns. In the event the Trust shall be required to file tax returns, the Trustee, upon request, will furnish Administrator with all such information known to the Trustee as may be reasonably required in connection with the preparation of all tax returns of the Trust, and shall, upon request, execute such returns. In no event shall the Trustee be liable for any liabilities, costs or expenses of the Trust arising under any tax law, including federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith).

ARTICLE VI
CONCERNING THE TRUSTEE

SECTION 6.1. Acceptance of Trusts and Duties. The Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Related Documents and this Agreement. The Trustee shall not be answerable or accountable hereunder or under any Related Document under any circumstances, except: (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.3

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expressly made by the Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

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

(b) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, the Master Servicer or the Transferor;

(c) no provision of this Agreement or any Related Document shall require the Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Related Document, if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d) under no circumstances shall the Trustee be liable for indebtedness evidenced by or arising under any of the Related Documents, including the principal of and interest on the Notes;

(e) the Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate or for or in respect of the validity or sufficiency of the Related Documents, other than the certificate of authentication on the Transferor Certificate, and the Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to the Holder of the Transferor Certificate, other than as expressly provided for herein and in the Related Documents;

(f) the Trustee shall not be liable for the default or misconduct of the Administrator, the Transferor, the Indenture Trustee or the Master Servicer under any of the Related Documents or otherwise and the Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Related Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Master Servicer under the Servicing Agreement; and

(g) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Related Document, at the request, order or direction of the Holder of the Transferor Certificate unless the Holder of the Transferor Certificate offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee therein or thereby. The right of the Trustee to perform any discretionary act enumerated in this Agreement or in any Related Document shall not be construed as a

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duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act.

SECTION 6.2. Furnishing of Documents. The Trustee shall furnish to the Holder of the Transferor Certificate promptly upon receipt of a written request therefor, and at the expense of the Holder of the Transferor Certificate, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Trustee under the Related Documents.

SECTION 6.3. Representations and Warranties. The Trustee hereby represents and warrants to the Holder of the Transferor Certificate, that:

(a) it is a banking corporation duly organized and validly existing in good standing under the laws of Delaware, with the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;

(b) it has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf;

(c) the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Trustee, or to the best of its knowledge without independent investigation any indenture, agreement or other instrument to which the Trustee is a party or by which it is bound; or violate any Federal or state law governing the banking or trust powers of the Trustee; or, to the best of the Trustee's knowledge, violate any order, rule or regulation applicable to the Trustee of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trustee or its properties; and

(d) this Agreement, assuming due authorization, execution and delivery by the Transferor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

SECTION 6.4. Reliance; Advice of Counsel.

(a) Except to the extent otherwise provided in Section 6.1, the Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper (whether in its original or facsimile form believed by it to be genuine and believed by it to be signed by the proper party or parties). The Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any party as conclusive

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evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by the president, any vice president, the treasurer or other authorized officers of the relevant party as to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Related Documents, the Trustee: (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it. The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such Persons and which opinion or advice states that such action is not contrary to this Agreement or any Related Document.

SECTION 6.5. Not Acting in Individual Capacity. Except as provided in this Article VI, in accepting the trusts hereby created The Bank of New York (Delaware) acts solely as the Trustee hereunder and not in its individual capacity and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Agreement or any Related Document shall look only to the Trust Estate for payment or satisfaction thereof.

SECTION 6.6. Trustee Not Liable for Notes or Receivables. The recitals contained in the Notes (other than the signature and counter-signature of the Trustee on the Notes) shall be taken as the statements of the Transferor, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Related Document, of the Notes, or of any Transferred Receivable or related documents. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Transferred Receivable, or the perfection and priority of any security interest created by any Transferred Receivable or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Holder of the Transferor Certificate under this Agreement or the Noteholders under the Indenture, including: (a) the existence, condition and ownership of the Transferred Receivables, (b) the existence and enforceability of any insurance thereon, (c) the existence and contents of any Transferred Receivable on any computer or other record thereof, (d) the validity of the assignment of any Transferred Receivable to the Trust or of any intervening assignment, (e) the completeness of any Transferred Receivable, (f) the performance or enforcement of any Transferred Receivable, and (g) the compliance by the Transferor or the Master Servicer with any warranty or representation made under any Related Document or in any related document or the accuracy of any such warranty or representation or any action of the Administrator, the Indenture Trustee or the Master Servicer or any subservicer taken in the name of the Trustee.

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SECTION 6.7. Trustee May Not Own Notes. The Trustee shall not, in its individual capacity, but may in a fiduciary capacity, become the owner or pledgee of Notes or otherwise extend credit to the Trust. The Trustee may otherwise deal with the Transferor, the Administrator, the Indenture Trustee and the Master Servicer with the same rights as it would have if it were not the Trustee.

ARTICLE VII
COMPENSATION OF THE TRUSTEE

SECTION 7.1. Trustee's Fees and Expenses. The Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor and the Trustee, and the Trustee shall be entitled to be reimbursed by the Transferor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder.

SECTION 7.2. Indemnification. The Transferor shall be liable as primary obligor for, and shall indemnify the Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses"), which may at any time be imposed on, incurred by or asserted against the Trustee or any other Indemnified Party in any way relating to or arising out of this Agreement, the Related Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Trustee hereunder, except only that the Transferor shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from: (a) such Indemnified Party's willful misconduct or negligence or (b) with respect to the Trustee, the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Trustee. The indemnities contained in this Section shall survive the resignation or termination of the Trustee or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Trustee's choice of legal counsel shall be subject to the approval of the Transferor, which approval shall not be unreasonably withheld.

SECTION 7.3. Payments to the Trustee. Any amounts paid to the Trustee pursuant to this Article VII shall be deemed not to be a part of the Trust Estate immediately after such payment.

ARTICLE VIII
TERMINATION OF TRUST AGREEMENT

SECTION 8.1. Termination of Trust Agreement.

(a) The Trust shall dissolve upon the date specified by the Transferor (the "Trust Termination Date", written notice of which shall be provided to the Trustee), provided, that the Trust Termination Date shall not be earlier than the day on which the

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rights of all Noteholders of all Series of Notes to receive payments from the Trust have terminated. After satisfaction of liabilities of the Trust as provided by applicable law, any money or other property held as part of the Trust Estate following such distribution shall be distributed to the Transferor. The bankruptcy, liquidation, dissolution, termination, death or incapacity of the Transferor shall not (x) operate to terminate this Agreement or annul, dissolve or terminate the Trust, (y) entitle the Transferor's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) Except as provided in Section 8.1(a), neither the Transferor nor the Holder of the Transferor Certificate shall be entitled to dissolve, revoke or terminate the Trust.

ARTICLE IX
SUCCESSOR TRUSTEES AND ADDITIONAL TRUSTEES

SECTION 9.1. Eligibility Requirements for the Trustee. The Trustee shall at all times: (a) be a bank satisfying the provisions of Section 26(a)(1) (and subsection (a)(4)(i) of Rule 3(a)(7)) of the Investment Company Act of 1940, as amended, (b) be authorized to exercise corporate trust powers, (c) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by Federal or State authorities, and (d) have (or have a parent that has) a rating of at least "Baa3" by Moody's, if rated by Moody's, or at least "BBB" by S&P, if rated by S&P (or if not rated by Moody's or S&P, a comparable rating by another statistical rating agency). If such corporation shall publish reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. At all times, the Trustee of the Trust shall satisfy the requirements of Section 3807(a) of the Trust Statute. In case at any time the Trustee shall cease to be eligible in accordance with this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 9.2.

SECTION 9.2. Resignation or Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator, on behalf of the Trust, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If at any time the Trustee shall cease to be eligible in accordance with
Section 9.1 and shall fail to resign after written request therefor by the Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator, on behalf of the Trust, may remove the Trustee. If the

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Administrator, on behalf of the Trust, shall remove the Trustee under the authority of the preceding sentence, the Administrator, on behalf of the Trust, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee, and pay all fees owed to the outgoing Trustee.

Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 9.3 and payment of all fees and expenses owed to the outgoing Trustee. The Administrator shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies.

SECTION 9.3. Successor Trustee. Any successor Trustee appointed pursuant to this Section shall execute, acknowledge and deliver to the Administrator and to its predecessor Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with like effect as if originally named as the Trustee. The predecessor Trustee shall upon payment of its fees and expenses deliver to the successor Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations.

No successor Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee shall be eligible pursuant to Section 9.1.

Upon acceptance of appointment by a successor Trustee pursuant to this Section, the Administrator shall mail notice of such appointment to the Holder of the Transferor Certificate, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within ten
(10) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Administrator.

SECTION 9.4. Merger or Consolidation of the Trustee. Any corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided, that such corporation shall be eligible pursuant to Section 9.1, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; and provided further, that the Trustee shall mail notice of such merger or consolidation to the Rating Agencies.

SECTION 9.5. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or Trust Estate may at the time be

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located, the Administrator, on behalf of the Trust, and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee to act as co-trustee(s), jointly with the Trustee, or separate trustee(s), of all or any part of the Trust Estate, and to vest in such Person(s), in such capacity and for the benefit of the Holder of the Transferor Certificate, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator, on behalf of the Trust, and the Trustee may consider necessary or desirable. If the Administrator, on behalf of the Trust, shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to
Section 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 9.3.

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

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

(ii) no separate trustee or co-trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(iii) the Administrator, on behalf of the Trust, and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

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

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

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

ARTICLE X
MISCELLANEOUS

SECTION 10.1. Clean-Up Call. On any day occurring on or after the date on which the outstanding principal balance of any Series of Notes is reduced to ten percent (10%) or less of the initial outstanding principal balance of such Series (or, if so specified in the related Indenture Supplement, the highest outstanding principal balance of such Series), the Transferor shall have the option to reduce the Collateral Amount for such Series to zero and transfer that portion of the Note Trust Principal Balance to the Free Equity Amount by paying the Trust a redemption price equal to the greater of (x) the Collateral Amount, plus the applicable Allocation Percentage of outstanding Non-Principal Receivables and (y) (i) if such day is a Payment Date, the Reassignment Amount for such Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount of the Payment Date following such day. The Transferor shall give the Trust at least thirty (30) days' prior written notice on the date on which the Transferor intends to exercise such option.

SECTION 10.2. Supplements and Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Transferor and the Trustee, without the consent of the Holder of the Transferor Certificate, to cure any ambiguity, to correct or supplement any provisions in this Agreement, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Holder of the Transferor Certificate; provided, however, that such action shall not, as evidenced by an Officer's Certificate of the Transferor, adversely affect in any material respect the interests of the Holder of the Transferor Certificate.

This Agreement may also be amended from time to time by the Transferor and the Trustee, with the written consent of the Holder of Transferor Certificate, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holder of the Transferor Certificate.

Without the consent of all Noteholders, no amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of distributions that are required to be made for the benefit of the Noteholders or
(b) reduce the aforesaid percentage of the Outstanding Principal Balance of the Notes, the holders of which are required to consent to any such amendment.

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Promptly after the execution of any such amendment or consent, the Transferor shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee.

It shall not be necessary for the consent of the Holder of the Transferor Certificate pursuant to this Section 10.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution of any amendment to the Certificate of Trust, the Trustee shall cause the filing of such amendment with the Secretary of State of the State of Delaware.

The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer's Certificate of the Transferor to the effect that the conditions to amendment of this Agreement have been satisfied.

The Trustee may, but shall not be obligated to, enter into any such amendment that affects the Trustee's own rights, duties or immunities under this Agreement or otherwise.

SECTION 10.3. No Legal Title to Trust Estate in the Transferor. The Transferor shall not have legal title to any part of the Trust Estate. No transfer, by operation of law or otherwise, of any right, title or interest of the Transferor in, to and under their ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

SECTION 10.4. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Trustee, the Transferor, and the Holder of the Transferor Certificate and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 10.5. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing, personally delivered or mailed by certified mail, postage prepaid and return receipt requested, and shall be deemed to have been duly given upon receipt: (i) if to the Trustee, addressed to the Corporate Trust Office, and (ii) if to the Transferor, addressed to 5595 Trillium Boulevard, Hoffman Estates, Illinois 60192, Attention: General Counsel; or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

SECTION 10.6. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.7. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Amended and Restated Trust Agreement

SECTION 10.8. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of the Trustee and its successors and the Transferor and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by the Holder of the Transferor Certificate shall bind the successors and assigns of the Transferor.

SECTION 10.9. No Petition. The Trustee on behalf of the Trust, by entering into this Agreement and the Holder of the Transferor Certificate, by accepting the Transferor Certificate, hereby covenant and agree that they each will not at any time institute against the Transferor or the Trust, or join in any institution against the Transferor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Federal or State bankruptcy or similar law in connection with any obligations relating to the Notes for a period of one (1) year and one
(1) day following the termination of all obligations under any of the Related Documents; provided, that nothing in this paragraph shall preclude, or be deemed to estop, the Trustee or the Holder of the Transferor Certificate from taking any action prior to the expiration of the applicable preference period in any involuntary proceeding filed or commenced against the Transferor or the Trust by a Person other than the Trustee or the Holder of the Transferor Certificate or to otherwise limit any claims that the Trustee or the Holder of the Transferor Certificate may have against the Transferor or the Trustee.

SECTION 10.10. No Recourse. The Holder of the Transferor Certificate (or any interest therein), by accepting the Transferor Certificate (or its interest therein), acknowledges that the Transferor Certificate represents a beneficial interest in the Trust only and the Transferor Certificate does not represent an interest in or obligation of the Transferor, the Master Servicer, the Administrator, the Trustee, the Indenture Trustee or any Affiliate of any of the foregoing, and no recourse may be had against such parties or their assets except as may be expressly set forth or contemplated provided in this Agreement or the Related Documents.

SECTION 10.11. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 10.12. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN DELAWARE SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE

Amended and Restated Trust Agreement

COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF DELAWARE. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

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

SECTION 10.13. Administrator. The Transferor and Trustee acknowledge that the Administrator is authorized to execute on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to this Agreement and the Related Documents. Upon written request, the Trustee shall execute and deliver to the Administrator a power of attorney appointing the Administrator its agent and attorney-in-fact to execute all such documents, reports, filings, instruments, certificates and opinions.

SECTION 10.14. Securities Law Filings. The Transferor is hereby authorized to, and shall, make and file on behalf of the Trust any and all registration statements, amendments to registration statements, Form 10-Ks, Form 10-Qs, other periodic reports, and any and all other reports, forms or filings to be filed under any securities laws, rules and regulations or with any Governmental Authority, including the Commission. Any such filings made by the Transferor on or prior to the date hereof are hereby approved, confirmed and ratified.

SECTION 10.15. Amendment and Restatement. This Agreement amends and restates the Existing Trust Agreement.

[SIGNATURES FOLLOW]

Amended and Restated
Trust Agreement

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

THE BANK OF NEW YORK (DELAWARE),
as Trustee

By:________________________________________
Name:______________________________________
Title:_____________________________________

Amended and Restated
Trust Agreement

CDF FUNDING, INC.

By:________________________________________
Name:______________________________________
Title:_____________________________________

Amended and Restated
Trust Agreement

EXHIBIT A
to Trust Agreement

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT BE TRANSFERRED TO ANY PERSON EXCEPT IN ACCORDANCE WITH THE TRUST AGREEMENT.

R-[__]

GE DEALER FLOORPLAN MASTER NOTE TRUST
TRANSFEROR CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes a pool of dealer floorplan loan receivables sold or contributed to the Trust by CDF Funding, Inc.

(This Certificate does not represent an interest in or obligation of CDF Funding, Inc., GE Commercial Distribution Finance Corporation, Transamerica Commercial Finance Corporation, General Electric Capital Services, Inc., General Electric Capital Corporation or General Electric Company, or any of their respective Affiliates, except to the extent described below.)

THIS CERTIFIES THAT CDF Funding, Inc. is the owner of a ONE HUNDRED PERCENT nonassessable, fully-paid, undivided interest in the GE Dealer Floorplan Master Note Trust (the "Trust") formed by CDF Funding, Inc., a Delaware corporation (the "Transferor").

The Trust was created pursuant to a Trust Agreement dated as of April 20, 2004 (as amended and restated as of [ ], 2004, the "Trust Agreement") between the Transferor and The Bank of New York (Delaware), as trustee (the "Trustee"). To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement. This Certificate is one of the duly authorized Certificates designated as "Transferor Certificate" (herein called the "Transferor Certificate") issued under and subject to the terms, provisions and conditions of the Trust Agreement, to which the Holder of this Transferor Certificate by virtue of the acceptance hereof assents and by which holder is bound.

It is the intent of the Transferor, and the Holder of the Transferor Certificate that, solely for purposes of Federal income, State and local income and franchise and any other income taxes measured in whole or in part by income, until the interest in the Transferor Certificate is held by more than one Person, the Trust be disregarded as an entity separate from its owner. At such time that the interest in the Transferor Certificate is held by more than one Person, it is the intent of the Transferor, and the Holder of a Transferor Certificate and the Holders of the Supplemental Certificates that, solely for purposes of Federal income, State and local income and franchise and any other income taxes measured in whole or in part by income, the Trust be treated as a partnership, the assets of which are the assets held by the Trust, and the Holder of the Transferor Certificate and the Holders of the Supplemental Interests will be treated as partners in that partnership. The Transferor and the Holder of the Transferor Certificate, by acceptance of the Transferor Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Transferor Certificate as such for tax purposes.

Amended and Restated Trust Agreement

The Holder of the Transferor Certificate, by its acceptance of the Transferor Certificate, covenants and agrees that the Holder of the Transferor Certificate will not at any time institute against the Transferor or the Trust, or join in any institution against the Transferor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or State bankruptcy or similar law in connection with any obligations relating to any of the Related Documents for a period of one (1) year and one (1) day following the termination of all obligations under the Related Documents.

The Transferor Certificate does not represent an obligation of, or an interest in, the Transferor, the Master Servicer, GE Commercial Distribution Finance Corporation, Transamerica Commercial Finance Corporation, General Electric Capital Services, Inc., General Electric Capital Corporation or General Electric Company, the Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the Related Documents.

Unless the certificate of authentication hereon shall have been executed by an Authorized Officer of the Trustee, by manual signature, this Transferor Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or be valid for any purpose.

This Transferor Certificate shall be construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Amended and Restated Trust Agreement

IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its individual capacity has caused this Transferor Certificate to be duly executed.

GE DEALER FLOORPLAN MASTER NOTE TRUST

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

By:_______________________________________
Name:_____________________________________
Title:____________________________________

Amended and Restated
Trust Agreement

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is the Transferor Certificate referred to in the within-mentioned Trust Agreement.

The Bank of New York (Delaware),
as Trustee

By: _____________________________________ Authorized Officer

Date: [____________], 200[_]

Amended and Restated Trust Agreement

EXHIBIT B
to Trust Agreement

FORM OF CERTIFICATE OF TRUST

OF

GE DEALER FLOORPLAN MASTER NOTE TRUST

THIS CERTIFICATE OF TRUST of GE Dealer Floorplan Master Note Trust (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as owner trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code Section 3801 et seq.) (the "Act").

1. Name. The name of the statutory trust formed hereby is "GE Dealer Floorplan Master Note Trust. "

2. Delaware Trustee. The name and business address of the owner trustee of the Trust in the State of Delaware is The Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust Administration.

3. Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

THE BANK OF NEW YORK (DELAWARE),
as owner trustee

By:_______________________________
Name:
Title:

Amended and Restated
Trust Agreement

Exhibit 4.5

DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
Seller

DEUTSCHE FINANCIAL SERVICES CORPORATION
Servicer

and

THE CHASE MANHATTAN BANK
Trustee

Distribution Financial Services Floorplan Master Trust

AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT

Dated as of April 1, 2000

TABLE OF CONTENTS

                                                                                                PAGE
ARTICLE I          Definitions..............................................................      1

   SECTION 1.1.         Definitions.........................................................      1
   SECTION 1.2.         Other Definitional Provisions.......................................     24
   SECTION 1.3.         Provisions Relating to Rating Agencies..............................     25

ARTICLE II         Conveyance of Receivables................................................     25

   SECTION 2.1.         Conveyance of Receivables...........................................     25
   SECTION 2.2.         Acceptance by Trustee...............................................     27
   SECTION 2.3.         Representations and Warranties of the Seller Relating to
                          the Seller and the Agreement......................................     27
   SECTION 2.4.         Representations and Warranties of the Seller Relating to
                          the Receivables...................................................     30
   SECTION 2.5.         Addition of Accounts................................................     31
   SECTION 2.6.         Covenants of the Seller.............................................     34
   SECTION 2.7.         Removal of Eligible Accounts........................................     36
   SECTION 2.8.         Removal of Ineligible Accounts......................................     37
   SECTION 2.9.         Sale of Ineligible Receivables......................................     39
   SECTION 2.10.        Removal of Receivables in Connection with Overconcentration
                          Amount............................................................     39

ARTICLE III        Administration and Servicing of Receivables..............................     39

   SECTION 3.1.         Acceptance of Appointment and Other Matters Relating to
                          the Servicer......................................................     39
   SECTION 3.2.         Servicing Compensation..............................................     41
   SECTION 3.3.         Representations, Warranties and Covenants of the Servicer...........     41
   SECTION 3.4.         Reports and Records for the Trustee.................................     44
   SECTION 3.5.         Annual Servicer's Certificate and Assertion.........................     44
   SECTION 3.6.         Annual Independent Public Accountants' Attestation and
                          Agreed Upon Procedures Report.....................................     45
   SECTION 3.7.         Tax Treatment.......................................................     45
   SECTION 3.8.         Notices to DFS......................................................     46
   SECTION 3.9.         Adjustments.........................................................     46

ARTICLE IV         Rights of Holders and Allocation and Application of Collections..........     46

   SECTION 4.1.         Rights of Holders...................................................     46
   SECTION 4.2.         Establishment of the Collection Account.............................     47
   SECTION 4.3.         Allocations and Applications of Collections and Other Funds.........     48
   SECTION 4.4.         Unallocated Principal Collections...................................     49

TABLE OF CONTENTS
(continued)

                                                                                                PAGE
   SECTION 4.5.         Allocations to the Dealer Overconcentration
                          Series............................................................     49

ARTICLE V          Distributions and Reports to Certificateholders..........................     50

ARTICLE VI         The Certificates.........................................................     50

   SECTION 6.1.         The Certificates....................................................     50
   SECTION 6.2.         Authentication of Certificates......................................     50
   SECTION 6.3.         New Issuances.......................................................     51
   SECTION 6.4.         Registration of Transfer and Exchange of Certificates...............     53
   SECTION 6.5.         Mutilated, Destroyed, Lost or Stolen Certificates...................     55
   SECTION 6.6.         Persons Deemed Owners...............................................     55
   SECTION 6.7.         Access to List of Registered Certificateholders' Names and
                          Addresses.........................................................     55
   SECTION 6.8.         Book-Entry Certificates.............................................     56
   SECTION 6.9.         Notices to Depository...............................................     57
   SECTION 6.10.        Definitive Certificates.............................................     57
   SECTION 6.11.        Global Certificate; Exchange Date...................................     57
   SECTION 6.12.        Meetings of Certificateholders......................................     58

ARTICLE VII        Other Matters Relating to the Seller.....................................     60

   SECTION 7.1.         Liability of the Seller.............................................     60
   SECTION 7.2.         Limitation on Liability of the Seller...............................     60
   SECTION 7.3.         Seller Indemnification of the Trust and the Trustee.................     60
   SECTION 7.4.         Liabilities.........................................................     61

ARTICLE VIII       Other Matters Relating to the Servicer...................................     61

   SECTION 8.1.         Liability of the Servicer...........................................     61
   SECTION 8.2.         Merger or Consolidation of, or Assumption of, the Obligations
                          of the Servicer...................................................     61
   SECTION 8.3.         Limitation on Liability of the Servicer and Others..................     62
   SECTION 8.4.         Servicer Indemnification of the Trust and the Trustee...............     62
   SECTION 8.5.         The Servicer Not to Resign..........................................     63
   SECTION 8.6.         Access to Certain Documentation and Information
                          Regarding the Receivables.........................................     63
   SECTION 8.7.         Delegation of Duties................................................     63
   SECTION 8.8.         Examination of Records..............................................     63
   SECTION 8.9.         Custodial Arrangements..............................................     64

ARTICLE IX         Early Amortization Events................................................     64

TABLE OF CONTENTS
(continued)

                                                                                                PAGE
   SECTION 9.1.         Early Amortization Events...........................................     64
   SECTION 9.2.         Additional Rights Upon the Occurrence of Certain Events.............     66

ARTICLE X          Servicer Defaults........................................................     67

   SECTION 10.1.        Servicer Defaults...................................................     67
   SECTION 10.2.        Trustee to Act; Appointment of Successor............................     69

ARTICLE XI         The Trustee..............................................................     70

   SECTION 11.1.        Duties of Trustee...................................................     70
   SECTION 11.2.        Certain Matters Affecting the Trustee...............................     72
   SECTION 11.3.        Trustee Not Liable for Recitals in Certificates.....................     73
   SECTION 11.4.        Trustee May Own Certificates........................................     74
   SECTION 11.5.        The Servicer to Pay Trustee's Fees and Expenses.....................     74
   SECTION 11.6.        Eligibility Requirements for Trustee................................     74
   SECTION 11.7.        Resignation or Removal of Trustee...................................     75
   SECTION 11.8.        Successor Trustee...................................................     75
   SECTION 11.9.        Merger or Consolidation of Trustee..................................     76
   SECTION 11.10.       Appointment of Co-Trustee or Separate Trustee.......................     76
   SECTION 11.11.       Tax Returns.........................................................     77
   SECTION 11.12.       Trustee May Enforce Claims Without Possession of Certificates.......     77
   SECTION 11.13.       Suits for Enforcement...............................................     78
   SECTION 11.14.       Representations and Warranties of Trustee...........................     78
   SECTION 11.15.       Maintenance of Office or Agency.....................................     78

ARTICLE XII        Termination..............................................................     78

   SECTION 12.1.        Termination of Trust................................................     78
   SECTION 12.2.        Final Distribution..................................................     79
   SECTION 12.3.        Seller's Termination Rights.........................................     80

ARTICLE XIII       Miscellaneous Provisions.................................................     80

   SECTION 13.1.        Amendment...........................................................     80
   SECTION 13.2.        Protection of Right, Title and Interest to Trust....................     82
   SECTION 13.3.        Limitation on Rights of Certificateholders..........................     83
   SECTION 13.4.        No Petition.........................................................     84
   SECTION 13.5.        GOVERNING LAW.......................................................     84
   SECTION 13.6.        Notices.............................................................     84
   SECTION 13.7.        Severability of Provisions..........................................     85
   SECTION 13.8.        Assignment..........................................................     85
   SECTION 13.9.        Certificates Nonassessable and Fully Paid...........................     85
   SECTION 13.10.       Further Assurances..................................................     85

                                                                                             PAGE
SECTION 13.11.       No Waiver, Cumulative Remedies......................................     85
SECTION 13.12.       Counterparts........................................................     85
SECTION 13.13.       Third-Party Beneficiaries...........................................     85
SECTION 13.14.       Actions by Certificateholders.......................................     85
SECTION 13.15.       Rule 144A Information...............................................     86
SECTION 13.16.       Action by Trustee...................................................     86
SECTION 13.17.       Merger and Integration..............................................     86
SECTION 13.18.       Headings............................................................     86
SECTION 13.19.       Continued Effectiveness of the Existing Pooling and
                       Servicing Agreement...............................................     86
SECTION 13.20.       Submission to Jurisdiction..........................................     86
SECTION 13.21.       Actions by Seller on Behalf of Trust................................     87

Exhibit A    [Reserved]

Exhibit B    Form of Assignment of Receivables in Additional Accounts

Exhibit C    Form of Annual Servicer's Certificate

Exhibit D    Form of Legends

Exhibit E    [Reserved]

Exhibit F    Forms of Certificates for European Transfer

Exhibit G    Forms of Opinions of Counsel

Exhibit H    Form of Reassignment of Receivables in Removed Accounts

SCHEDULES

Schedule 1   List of Accounts

Schedule 2   Designation of Collection Account

                                      -iv-

            AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of

April 1, 2000, among DEUTSCHE FLOORPLAN RECEIVABLES, L.P., a Delaware limited partnership, as Seller, DEUTSCHE FINANCIAL SERVICES CORPORATION, a Nevada corporation, as Servicer, and THE CHASE MANHATTAN BANK, a New York banking corporation, as Trustee.

WHEREAS, each party hereto executed a Pooling and Servicing Agreement dated as of December 1, 1993, an amended and restated Pooling and Servicing Agreement dated as of April 1, 1994, an amendment, dated as of January 24, 1996 to the Pooling and Servicing Agreement and an amended and restated Pooling and Servicing Agreement dated as of October 1, 1996 (as so amended and restated, the "Existing Pooling and Servicing Agreement") and now wishes to amend and restate the Existing Pooling and Servicing Agreement;

NOW THEREFORE, in consideration of the mutual agreements herein contained, each party agrees to amend and restate the Existing Pooling and Servicing Agreement, for the benefit of the other parties and for the benefit of the Certificateholders and the other Beneficiaries to the extent provided herein, as follows:

ARTICLE I

Definitions

SECTION 1.1. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

"Account" shall mean each Initial Account and, from and after the related Addition Date, each Additional Account. The term "Account" shall not apply to any Removed Accounts reassigned or assigned to the Seller or the Servicer in accordance with the terms of this Agreement.

"Accounts Receivable" shall mean, with respect to any Dealer, all amounts shown on such Dealer's records as amounts payable by a customer in respect of goods or services sold by such Dealer to such customer.

"Accounts Receivable Business" shall mean the extensions of credit made by DFS or an Approved Affiliate to Dealers in order to finance the Accounts Receivable of such Dealers.

"Accounts Receivable Financing Agreement" shall mean an accounts receivable financing agreement entered into by DFS or an Approved Affiliate with a Dealer in connection with the Accounts Receivable Business with such Dealer.

"Act" shall mean the Securities Act of 1933, as amended.

"Addition Date" shall have the meaning specified in Section 2.5(c).

"Addition Notice" shall have the meaning specified in Section 2.5(c).

"Additional Accounts" shall mean each individual revolving credit arrangement established by DFS or an Approved Affiliate with a Dealer in connection with the Floorplan Business, the Accounts Receivable Business, or the Asset Based Lending Business, which account is designated pursuant to Section 2.5(a) or (b) to be included as an Account and is identified in a computer file or microfiche or written list delivered to the Trustee by the Seller pursuant to Sections 2.1 and 2.5(d).

"Additional Cut-Off Date" shall mean, with respect to Additional Accounts, the day specified in the Addition Notice delivered with respect to such Additional Accounts pursuant to Section 2.5(c).

"Adjustment Payment" shall have the meaning specified in Section 3.9.

"Affiliate" shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agent" shall mean, with respect to any Series, the Person (if any) so designated in the related Supplement.

"Agreement" shall mean this Pooling and Servicing Agreement, as the same may from time to time be amended or supplemented, including, with respect to any Series or Class, by the related Supplement.

"Allocable Miscellaneous Payments" shall mean, with respect to any Series and for any Collection Period, the product of the amount of Miscellaneous Payments for such Collection Period and a fraction, the numerator of which is the Invested Amount for such Series immediately prior to the following Distribution Date and the denominator of which is the Trust Invested Amount as of such time.

"Applicants" shall have the meaning specified in Section 6.7.

"Appointment Date" shall have the meaning specified in Section 9.2.

"Approved Affiliate" shall mean any Affiliate of DFS if the Rating Agency Condition has been satisfied with respect to designating such Affiliate as an Approved Affiliate.

"A/R Receivable Overconcentration" on any Determination Date shall mean the excess, if any, of (a) the aggregate of all amounts of Principal Receivables in Accounts created pursuant to Accounts Receivable Financing Agreements as of the last day of the Collection Period immediately preceding such Determination Date over (b) 20% of the Pool Balance on the last day of such immediately preceding Collection Period or, if the Rating Agency Condition is satisfied, such larger percentage of such Pool Balance as is stated in the applicable notice from each applicable Rating Agency in connection with the satisfaction of such Rating Agency Condition.

"A/R Receivables" shall mean Receivables arising from the Accounts Receivable Business.

"Asset Based Lending Business" shall mean the extensions of credit made by DFS or an Approved Affiliate to Dealers in order to provide loans based on the value of certain assets of such Dealer and generally secured by a first priority security interest in such assets.

"Asset Based Lending Financing Agreement" shall mean an asset based lending financing agreement entered into by DFS or an Approved Affiliate and a Dealer in connection with the Asset Based Lending Business with such Dealer.

"Asset Based Receivable Overconcentration" on any Determination Date shall mean the excess of (a) the aggregate of all amounts of Principal Receivables in Accounts created pursuant to Asset Based Lending Financing Agreements on the last day of the Collection Period immediately preceding such Determination Date over (b) 20% of the Pool Balance on the last day of such immediately preceding Collection Period or, if the Rating Agency Condition is satisfied, such larger percentage of such Pool Balance as is stated in the applicable notice from each applicable Rating Agency in connection with the satisfaction of such Rating Agency Condition.

"Asset Based Receivables" shall mean Receivables arising from the Asset Based Lending Business.

"Assignment" shall have the meaning specified in Section 2.5(d).

"Authorized European Newspaper" shall mean a daily newspaper, in the official language of the country of publication, customarily published at least once a day for at least five days in each calendar week, and of general circulation in Luxembourg (or, if not practical in Luxembourg, in Europe) including, without limitation, the Luxemburger Wort.

"Authorized Newspaper" shall mean any newspaper or newspapers of general circulation in New York City customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays.

"Automatic Addition Condition" shall mean, with respect to the addition of Accounts pursuant to Section 2.5(c), that, as of the related Notice Date, (i) during the calendar quarter in which such addition occurs, the number of new Accounts for Dealers that are financing products of the type already being financed by DFS and purchasing such products from Existing Manufacturers does not exceed 5% of the number of all Accounts at the end of the preceding calendar quarter, (ii) during the twelve months ending at the beginning of such calendar quarter, the number of such new Accounts does not exceed 20% of the number of all Accounts at the beginning of such twelve month period, (iii) the average for the three months preceding the month of such addition of the aggregate balance of Receivables that have been SAU or NSF for more than 30 days does not exceed 1.25% of the Pool Balance at the end of the month preceding the month of such addition, and (iv) the annualized average for such three month period of the net losses incurred in respect of the Receivables does not exceed 1.75% of the Pool Balance at the end of the month preceding the month of such addition. An Account that is removed from the Trust pursuant to Section 2.7 for the purpose of permitting DFS or the

related Approved Affiliate to convey a Participation Interest in the receivables arising in such Account and, after such Participation Interest is created, is designated as an Additional Account pursuant to Section 2.5 and has an Addition Date that is no more than 45 days after its Removal Date, shall not be a "new Account" for purposes of this definition.

"Beneficiary" shall mean any of the Holders of the Investor Certificates, any of the Holders of the Dealer Overconcentration Series and any Enhancement Provider.

"Benefit Plan" shall have the meaning specified in Section 6.4(c).

"Book-Entry Certificates" shall mean beneficial interests in the Investor Certificates, ownership and transfers of which shall be made through book entries by a Depository as described in Section 6.8.

"Business Day" shall mean any day other than (a) a Saturday or a Sunday or (b) another day on which banking institutions in the state in which the Corporate Trust Office is located are authorized or obligated by law, executive order or governmental decree to be closed.

"Cedel" shall mean Centrale de Livraison de Valeurs Mobilieres S.A.

"Certificate" shall mean any of the Investor Certificates or the Seller's Certificates.

"Certificate Owner" shall mean, with respect to a Book-Entry Certificate, the Person who is the beneficial owner of a Book-Entry Certificate.

"Certificate Rate" shall mean, with respect to any Series or Class, the interest rate, if any, specified therefor in the related Supplement; provided, however, that the Dealer Overconcentration Series shall not have a Certificate Rate.

"Certificate Register" shall have the meaning specified in Section 6.4.

"Certificateholder" shall mean an Investor Certificateholder or a Person in whose name any one of the Seller's Certificates is registered.

"Certificateholders' Interest" shall have the meaning specified in
Section 4.1.

"Class" shall mean, with respect to any Series, any one of the classes of Investor Certificates of that Series.

"Closing Date" shall mean, with respect to any Series, the Closing Date specified in the related Supplement.

"Collateral Security" shall mean, with respect to any Receivable,
(i) the security interest, if any, granted by or on behalf of the related Dealer with respect thereto, including a first priority perfected security interest in the related Products, Accounts Receivable or assets, (ii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the agreement giving rise to such

Receivable or otherwise, together with all financing statements signed by a Dealer describing any collateral securing such Receivable, (iii) all guarantees, insurance and other agreements (including Floorplan Agreements and subordination agreements with other lenders) or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the agreement giving rise to such Receivable or otherwise, and (iv) all Records in respect of such Receivable.

"Collection Account" shall have the meaning specified in Section 4.2.

"Collection Period" shall mean, with respect to any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs.

"Collections" shall mean, without duplication, all payments by or on behalf of Dealers received by the Servicer in respect of the Receivables (including proceeds from the realization upon any Collateral Security), in the form of cash, checks, wire transfers or any other form of payment. Collections of Non-Principal Receivables shall include all Recoveries.

"Common Depositary" shall mean the Person specified as such in the applicable Supplement, in its capacity as common depositary for the respective accounts of any Foreign Clearing Agencies.

"Concentration Limit Percentage" shall have the meaning contemplated by the definition of Dealer Concentration Limit.

"Corporate Trust Office" shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at 450 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Capital Markets Fiduciary Services, Deutsche Floorplan Receivables.

"Cut-Off Date" shall mean October 31, 1993.

"Date of Processing" shall mean, with respect to any transaction, the date on which such transaction is first recorded on the Servicer's computer file of accounts (without regard to the effective date of such recordation).

"Dealer" shall mean a Person engaged generally in the business of purchasing consumer or commercial products from a manufacturer or distributor thereof and holding such Products for sale or lease in the ordinary course of business or a Person engaged generally in the business of manufacturing or distributing Products for sale to Dealers in the ordinary course of business.

"Dealer Overconcentration" shall be determined by the Servicer on each Determination Date. A Dealer Overconcentration shall exist with respect to a Dealer (an "Overconcentrated Dealer") if the aggregate amount of the Principal Receivables owed by such Dealer exceeds the applicable Dealer Concentration Limit. "Dealer Concentration Limit" is a dollar amount calculated as a percentage of the Pool Balance as of the end of each Collection Period (the "Concentration Limit Percentage"). If the Dealer is among the fifteen Dealers owing the largest amount of Principal Receivables as of the end of a Collection Period (the "Top 15

Dealers"), the Concentration Limit Percentage as of April 20, 2000 is 3%. If the Dealer is not among the Top 15 Dealers, the Concentration Limit Percentage as of April 20, 2000 is 2%. The Concentration Limit Percentage for Top 15 Dealers, as well as the Concentration Limit Percentage for the other Dealers, may be increased or decreased from time to time by the Seller upon notice to the Trustee and the Servicer without the consent of any Investor Certificateholder if the Rating Agency Condition has been satisfied in connection with that increase or decrease. For purposes of the definitions of Dealer Overconcentration, Overconcentrated Dealer and Top 15 Dealers, a Dealer and all of its Affiliates that are Dealers shall be considered to be a single Dealer. For so long as a Dealer Overconcentration exists, allocations of Principal Collections, Non-Principal Collections, Defaulted Amounts and Miscellaneous Payments related to an Overconcentrated Dealer shall be allocated in accordance with Section 4.5.

"Dealer Overconcentration Series" shall mean an uncertificated Series known as the "Distribution Financial Services Floorplan Master Trust Dealer Overconcentration Series."

"Defaulted Amount" on any Determination Date shall mean an amount (which shall not be less than zero) equal to (a) the sum for all the Accounts of the amount of Principal Receivables which became Defaulted Receivables during the immediately preceding Collection Period (or with respect to a particular Dealer, the amount of Principal Receivables of such Dealer which became Defaulted Receivables during such Collection Period) minus (b) the full amount of any such Defaulted Receivables for such Collection Period which are subject to reassignment or assignment to the Seller or the Servicer in accordance with the terms of this Agreement (or, with respect to a particular Dealer, the full amount of such Defaulted Receivables of such Dealer which are subject to reassignment or assignment to the Seller or the Servicer in accordance with the terms of this Agreement); provided, however, that, if an Insolvency Event occurs with respect to the Seller, the amounts of such Defaulted Receivables which are subject to reassignment to the Seller shall not be included in clause (b) and, if an Insolvency Event occurs with respect to the Servicer, the amount of such Defaulted Receivables which are subject to assignment to the Servicer shall not be included in clause (b).

"Defaulted Receivables" on any Determination Date shall mean (a) all Receivables (other than all of the Ineligible Receivables) in an Account which are charged off as uncollectible in respect of the immediately preceding Collection Period in accordance with the Servicer's customary and usual servicing procedures for servicing Dealer receivables comparable to the Receivables which have not been sold to third parties and (b) all Receivables which were Eligible Receivables when transferred to the Trust on the initial Closing Date or the related Addition Date or on their respective Transfer Date, which arose in an Account that thereafter became an Ineligible Account and which remained outstanding for any six consecutive Determination Dates (inclusive of the Determination Date on which such determination is being made) after such Account became an Ineligible Account.

"Definitive Certificates" shall have the meaning specified in
Section 6.8.

"Definitive Euro-Certificates" shall have the meaning specified in
Section 6.11.

"Delayed Funding Receivable" shall mean a Receivable in respect of which the related Floorplan Agreement permits DFS or an Approved Affiliate to delay payment of the

purchase price of the related Product to the Manufacturer for a specified period after the invoice date for such Product; provided that such Receivable shall be a Delayed Funding Receivable only until DFS or such Approved Affiliate funds the payment of such purchase price. Notwithstanding anything herein to the contrary, if the Rating Agency Condition is satisfied, then the Receivables referred to in the preceding sentence shall not be Delayed Funding Receivables and the provisions herein relating to Delayed Funding Receivables shall no longer be of any force or effect.

"Deposit Date" shall mean each day on which the Servicer deposits Collections in the Collection Account pursuant to Section 4.3 hereof.

"Depository" shall mean The Depository Trust Company, as initial Depository, the nominee of which is CEDE & Co., or any other organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York.

"Depository Agreement" shall mean, with respect to any Series or Class, an agreement among the Trust, the Trustee and the initial Depository. The Seller is hereby authorized to enter into each Depository Agreement on behalf of the Trust.

"Depository Participant" shall mean a broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

"Designated Account" shall have the meaning specified in Section 2.8(b).

"Designated Balance" shall have the meaning specified in Section 2.8(b).

"Determination Date" with respect to any Distribution Date shall mean the day that is two Business Days prior to such Distribution Date.

"Deutsche FRI" shall mean Deutsche Floorplan Receivables, Inc., a Nevada corporation, and its successors and assigns.

"Deutsche FRLP" shall mean Deutsche Floorplan Receivables, L.P., a Delaware limited partnership, and its successors.

"Deutsche FRLP Certificate" shall mean the certificate executed by the Seller and authenticated by the Trustee, substantially in the form of Exhibit A to the Existing Pooling and Servicing Agreement.

"Deutsche North America" shall mean Deutsche Bank Americas Holding Corp., a Delaware corporation, and its successors in interest.

"DFS" shall mean Deutsche Financial Services Corporation, a Nevada corporation, and its successors and assigns.

"Discount Factor" shall initially mean 0.50% and shall be adjusted as provided in this definition. If on any Distribution Date the Net Receivables Rate for such Distribution Date less (i) the weighted average of the Certificate Rates (as determined in accordance with this definition) for all outstanding Series (other than the Dealer Overconcentration Series) for such Distribution Date less (ii) the annualized Net Loss Rate for the preceding twelve Collection Periods is less than 1%, then the Discount Factor for such Distribution Date shall be adjusted upwards, rounded up to the nearest 0.1% (but in no event to exceed 1%), so that the Net Receivables Rate less the rate in clause (i) less the rate in clause (ii) shall be equal to 1%; and the Discount Factor shall remain at such adjusted percentage until it is further adjusted by the terms of this sentence or either of the following two sentences. Notwithstanding the foregoing, the Seller, at its discretion, may increase or decrease the Discount Factor, but in no event shall the Discount Factor exceed 1% or be less than the percentage required by the immediately preceding sentence or be greater than the percentage required by the next sentence. Notwithstanding the foregoing, if the application of the Discount Factor would cause the Pool Balance to be less than the Required Participation Amount, then the Discount Factor shall be the percentage (which shall in no event be less than 0%), rounded down to the nearest 0.1%, which, when applied, shall cause the Pool Balance to at least equal the Required Participation Amount. For purposes of this definition, (i) if a Certificate Rate is calculated as the lesser of (x) a fixed rate or a formula rate and (y) the Net Receivables Rate, then such Certificate Rate shall be the rate in clause (x) and (ii) if an interest rate swap agreement provides the interest distributable on a Series or Class of Investor Certificates, then the Certificate Rate for such Series or Class of Investor Certificates shall be the interest rate payable by the Trust to the related swap counterparty.

"Discount Portion" shall mean, with respect to a Receivable, the portion thereof equal to the product of the Discount Factor and the outstanding principal balance of such Receivable.

"Distribution Date" shall mean the fifteenth day of each month or, if such day is not a Business Day, the next succeeding Business Day.

"Distribution Date Statement" shall mean, with respect to any Series, a report prepared by the Servicer on each Determination Date for the immediately preceding Collection Period in substantially the form set forth in the related Supplement.

"Duff & Phelps" shall mean Duff & Phelps Credit Rating Co. or its successor.

"Early Amortization Event" shall have the meaning specified in
Section 9.1 and, with respect to any Series, shall also mean any Early Amortization Event specified in the related Supplement.

"Early Amortization Period" shall mean, with respect to any Series, the period beginning at the close of business on the Business Day immediately preceding the day on which the Early Amortization Event is deemed to have occurred and ending upon the earliest to occur of (a) the payment in full to the Investor Certificateholders of such Series of the Invested Amount with respect to such Series, (b) the Termination Date with respect to such Series and (c) if such Early Amortization Period has resulted from the occurrence of an Early Amortization Event described in Section 9.1(a), the end of the first Collection Period during which an Early

Amortization Event would no longer be deemed to exist pursuant to Section 9.1(a), so long as no other Early Amortization Event with respect to such Series shall have occurred and the scheduled termination of the Revolving Period with respect to such Series shall not have occurred. The Dealer Overconcentration Series shall not have an Early Amortization Period.

"Eligible Account" shall mean each individual revolving credit arrangement payable in U.S. dollars and established by DFS or an Approved Affiliate with a Dealer in the ordinary course of business pursuant to a Financing Agreement, which arrangement, as of the date of determination with respect thereto: (a) is in favor of a Dealer (i) which is doing business in the United States of America (including its territories and possessions), (ii) which has not been identified by the Servicer as being the subject of any voluntary or involuntary bankruptcy proceeding or being in a voluntary or involuntary liquidation, and (iii) in which the direct controlling shareholder of DFS (which is currently Deutsche North America) or any Affiliate thereof does not have an equity investment, (b) is in existence and maintained and serviced by DFS or an Approved Affiliate and (c) is an Account in respect of which no amounts have been charged off as uncollectible.

"Eligible Deposit Account" shall mean either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution or trust company organized under the laws of the United States of America or any one of the states thereof, or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution or trust company shall have a credit rating from each Rating Agency in one of its rating categories which signifies investment grade.

"Eligible Institution" shall mean (a) the corporate trust department of the Trustee or (b) a depository institution or trust company organized under the laws of the United States of America or any one of the states thereof, or the District of Columbia (or any domestic branch of a foreign bank), which at all times (i) has either (A) a long-term unsecured debt rating of A2 or better by Moody's, AAA by Standard & Poor's and, if Fitch has rated such debt, AA- or better by Fitch or such other rating that is acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Trustee or (B) a certificate of deposit rating of P-1 by Moody's, A-1+ by Standard & Poor's and, if Fitch has rated such certificate of deposit, F-1+ by Fitch or such other rating that is acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Trustee and (ii) whose deposits are insured by the FDIC. If so qualified, the Trustee may be considered an Eligible Institution for the purposes of clause (b) of this definition.

"Eligible Investments" shall mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form having original or remaining maturities of 30 days or less, but in no event occurring later than the Distribution Date next succeeding the Trustee's acquisition thereof, which evidence:

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

(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or state banking or depository institution authorities; provided, however, that at the time of the Trust's investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a person or entity other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the Highest Investment Category granted thereby;

(c) commercial paper having, at the time of the Trust's investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the Highest Investment Category granted thereby;

(d) investments in money market funds having a rating from each of the Rating Agencies in the Highest Investment Category granted thereby or otherwise approved in writing thereby;

(e) bankers' acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b); and

(g) any other investment as to which (x) the Rating Agency Condition has been satisfied and (y) the Seller certifies will not result in the Seller or the Trust becoming an "investment company" under the Investment Company Act.

"Eligible Receivable" shall mean each Receivable:

(a) which was originated or acquired by DFS or the related Approved Affiliate in the ordinary course of business;

(b) which arose under an Eligible Account;

(c) which is owned by DFS or the related Approved Affiliate at the time of sale or contribution by DFS or the related Approved Affiliate to the Seller;

(d) which represents the obligation of a Dealer to repay an advance made or to be made to or on behalf of such Dealer (i) to finance the acquisition of Products or (ii) in connection with the Accounts Receivable Business or the Asset Based Lending Business;

(e) which at the time of creation and, except at the Closing Date for the initial Series in the case of Receivables in respect of which the related financed Product has been sold, at the time of transfer to the Trust is secured, to the extent required by the

related Financing Agreement, by, inter alia, a first priority perfected security interest (whether by prior filing, purchase money security interest statutory priority, or subordination agreement from prior filers or otherwise) in the related Product, Accounts Receivable other assets financed by the related advance (except that such security interest need not be a first priority security interest (x) in the case of a Receivable arising in an Account for which the payment terms are on a scheduled payment plan basis and the maximum credit line is $250,000 or less and which was included as an Account hereunder on or before the Closing Date for Series 1994-1 or (y) in the case of any Receivable if the Rating Agency Condition is satisfied with respect thereto); and the perfection of such security interest is governed by the laws of one or more of the states of the United States, the District of Columbia or, if the Rating Agency Condition is satisfied, a territory or possession of the United States;

(f) which was created in compliance in all respects with all Requirements of Law applicable thereto and pursuant to a Financing Agreement which complies in all respects with all Requirements of Law applicable to any party thereto;

(g) with respect to which all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by DFS, the related Approved Affiliate or the Seller in connection with the creation of such Receivable or the transfer thereof to the Trust or the execution, delivery and performance by DFS or the related Approved Affiliate of the Financing Agreement pursuant to which such Receivable was created, have been duly obtained, effected or given and are in full force and effect;

(h) as to which at all times following the transfer of such Receivable to the Trust, the Trust shall have (x) good and marketable title thereto free and clear of all Liens arising prior to the transfer or arising at any time other than Liens permitted by this Agreement, or (y) a first priority perfected security interest therein and in the related Collateral Security (and in the proceeds thereof);

(i) which shall at all times be the legal, valid, binding and assignable payment obligation of the Dealer relating thereto, enforceable against such Dealer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);

(j) which at the time of transfer to the Trust is not subject to any valid claim of a right of rescission, setoff, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the Dealer;

(k) as to which, at the time of transfer of such Receivable to the Trust, DFS, the related Approved Affiliate and the Seller have satisfied all their respective obligations with respect to such Receivable required to be satisfied at such time (whether pursuant to the related Financing Agreement, the related Floorplan Agreement or otherwise);

(l) as to which, at the time of transfer of such Receivable to the Trust, neither DFS, the related Approved Affiliate nor the Seller has taken or failed to take any action which would impair the rights of the Trust or the Certificateholders therein;

(m) which constitutes "chattel paper", an "account" or a "general intangible", and is not represented by an "instrument," each as defined in Article 9 of the UCC as then in effect in the State of Missouri; provided that the Financing Agreement giving rise to such Receivable may be subject by its terms, or by judicial interpretation, to the laws of other states;

(n) with respect to which the representations set forth in Sections 2.4(a)(i) and (ii) were correct as of the Transfer Date with respect thereto; and

(o) if such Receivable has the benefit of a Floorplan Agreement, such Floorplan Agreement provides that the related Manufacturer is obligated, subject to the specific terms of such Floorplan Agreement (which may vary among Floorplan Agreements), to repurchase Products that the Servicer repossesses upon a default by the related Dealer.

"Eligible Servicer" shall mean the Trustee or an entity which, at the time of its appointment as Servicer, (a) is legally qualified and has the capacity to service the Accounts, (b) has demonstrated the ability to professionally and competently service a portfolio of similar accounts in accordance with high standards of skill and care and (c) is qualified to use the software that is then currently being used to service the Accounts or obtains the right to use or has its own software which is adequate to perform its duties under this Agreement.

"Enhancement" shall mean the rights and benefits provided to the Investor Certificateholders of any Series or Class pursuant to any letter of credit, surety bond, cash collateral account, spread account, guaranteed rate agreement, maturity liquidity facility, tax protection agreement, interest rate swap agreement or other similar arrangement. The subordination of any Series or Class to any other Series or Class or of the Seller's Interest to any Series or Class shall be deemed to be an Enhancement. Enhancement provided to a particular Series or Class shall not be available to another Series or Class unless the applicable Enhancement Agreement otherwise provides.

"Enhancement Agreement" shall mean any agreement, instrument or document governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding.

"Enhancement Provider" shall mean the Person providing any Enhancement, other than any Certificateholders (including any holders of the Seller's Certificates) the Certificates of which are subordinated to any Series or Class.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

"Euroclear Operator" shall mean Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System.

"Exchange Date" shall mean any date that is after the Series Issuance Date, in the case of Definitive Euro-Certificates in registered form, or upon presentation of certification of non-United States beneficial ownership (as described in Section 6.11), in the case of Definitive Euro-Certificates in bearer form.

"Existing Manufacturer" shall mean (i) each Manufacturer with which DFS has entered into a business arrangement, either through a Floorplan Agreement or any other arrangement, on or prior to the Closing Date for Series 1994-1, (ii) each Manufacturer with which DFS enters into such a business arrangement after the Closing Date for Series 1994-1 so long as the aggregate balances of the Receivables subject to such Floorplan Agreement do not exceed lesser of (a) 1% of the Pool Balance at the beginning of the Collection Period in which the addition of the related Additional Account occurs and (b) $25 million and (iii) each Manufacturer with which DFS enters into such a business arrangement after the Closing Date for Series 1994-1 and as to which the Rating Agency Condition is satisfied.

"Existing Pooling and Servicing Agreement" shall have the meaning set forth in the recitals.

"FDIC" shall mean the Federal Deposit Insurance Corporation or any successor entity thereto.

"Final Maturity Date" shall have the meaning specified in Section 12.1.

"Financing Agreement" shall mean any Wholesale Financing Agreement, Accounts Receivable Financing Agreement or Asset Based Lending Financing Agreement.

"Financing Guidelines" shall mean DFS's written policies and procedures, as such policies and procedures may be amended from time to time,
(a) relating to the operation of the Floorplan Business, the Accounts Receivable Business and the Asset Based Lending Business, including the written policies and procedures for determining the interest rate, if any, charged to Dealers, the other terms and conditions relating to DFS's wholesale financing accounts, the creditworthiness of Dealers and the extension of credit to Dealers, and (b) relating to the maintenance of accounts and collection of receivables.

"Fitch" shall mean Fitch IBCA, Inc. or its successor.

"Floorplan Agreement" shall mean an agreement, entered into by DFS or the related Approved Affiliate and a Manufacturer pursuant to which such Manufacturer agrees, among other matters, to repurchase from DFS or such Approved Affiliate, as applicable, Products sold by such Manufacturer to any of its Dealers and financed by DFS or such Approved Affiliate under a Wholesale Financing Agreement if DFS or such Approved Affiliate acquires possession of such Products because of a default by such Dealer under such Wholesale Financing Agreement, voluntary surrender or other circumstances.

"Floorplan Business" shall mean the extensions of credit made by DFS or the related Approved Affiliate to Dealers in order to finance Products purchased by Dealers from Manufacturers.

"Floorplan Receivables" shall mean Receivables arising from the Floorplan Business.

"Foreign Clearing Agency" shall mean Cedel and the Euroclear Operator.

"Global Certificate" shall have the meaning specified in Section 6.11.

"Governmental Authority" shall mean the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Highest Investment Category" means, with respect to a Rating Agency, the highest long-term or short-term rating given by that Rating Agency with respect to long-term or short-term obligations or investments, as the case may be.

"Holder" shall mean a Certificateholder.

"Ineligible Account" shall mean an Account that at the time of determination is not an Eligible Account.

"Ineligible Amount" on any Determination Date shall mean the amount of Ineligible Receivables included in the Trust on such Determination Date.

"Ineligible Receivable" shall mean, without duplication, (i) any Receivable that arises in an Eligible Account, was not an Eligible Receivable at the time of its transfer to the Trust and was transferred to the Trust in accordance with Section 2.9, (ii) any Receivable that, at the time of its transfer to the Trust, has been SAU or NSF for more than 30 days, and (iii) the aggregate of Receivables that, at the time of transfer of each such Receivable to the Trust, have been SAU or NSF for a period of one to 30 days but only to the extent that such aggregate amount exceeds 0.75% of the Pool Balance at the end of such Collection Period.

"Initial Account" shall mean each individual revolving credit arrangement established by DFS or an Approved Affiliate with a Dealer which was identified in the computer file or microfiche or written list delivered to the Trustee on the Closing Date for the Series issued in 1993 by the Seller pursuant to Section 2.1.

"Initial Invested Amount" shall mean, with respect to any Series and for any date, an amount equal to the initial invested amount specified in the related Supplement. The Initial Invested Amount for any Series may be increased or decreased from time to time as specified in the related Supplement. However, the Dealer Overconcentration Series shall not have an Initial Invested Amount.

"Insolvency Event" shall mean any event specified in Section 9.1(b) or 9.1(c).

"Insolvency Proceeds" shall have the meaning specified in Section 9.2(b).

"Insurance Proceeds" with respect to an Account shall mean any amounts received by the Servicer pursuant to any policy of insurance which are required to be paid to

DFS pursuant to a Wholesale Financing Agreement, Accounts Receivable Financing Agreement or Asset Based Lending Financing Agreement.

"Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended.

"Invested Amount" shall mean, with respect to any Series and at the time of determination thereof, an amount equal to the invested amount specified in the related Supplement at such time. However, the Dealer Overconcentration Series shall not have an Invested Amount.

"Investment Company Act" shall mean the Investment Company Act of 1940, as amended.

"Investor Certificateholder" shall mean the Person in whose name a Registered Certificate is registered in the Certificate Register or the bearer of any Global Certificate and, with respect to the Dealer Overconcentration Series, shall mean the Person or Persons in whose name an interest in the Dealer Overconcentration Series is registered in the Certificate Register.

"Investor Certificates" shall mean any one of the certificates (including the Registered Certificates or any Global Certificate) executed by the Seller and authenticated by or on behalf of the Trustee, substantially in the form attached to the related Supplement other than the Seller's Certificates. The Dealer Overconcentration Series shall not be evidenced by any certificate.

"Investors' Servicing Fee" shall mean the portion of the Servicing Fee allocable to the Investor Certificateholders pursuant to the terms of the Supplements.

"Lien" shall mean any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC or comparable law of any jurisdiction to evidence any of the foregoing; provided, however, that (i) any assignment permitted by Section 8.2, (ii) any Lien created by this Agreement, any Supplement or any Participation Agreement, (iii) any security interests in Products or Accounts Receivable that are subordinate to the security interests securing the related Receivables and (iv) any inchoate lien that arises by operation of law, is not delinquent or due and affects collateral securing a Receivable (but does not encumber any Receivable) shall not be deemed to constitute a Lien.

"Manager" shall mean the lead manager, manager or co-manager or person performing a similar function with respect to an offering of Definitive Euro-Certificates.

"Manufacturer" shall mean a Person engaged generally in the business of manufacturing or distributing Products for sale or lease to Dealers in the ordinary course of business.

"Manufacturer Overconcentration" on any Determination Date shall mean, with respect to all Accounts covered by a Floorplan Agreement with the same Manufacturer as obligor, the excess of (a) the aggregate of all amounts of Principal Receivables in such Accounts on the last day of the Collection Period immediately preceding such Determination Date that are covered by such Floorplan Agreement over (b) 15% of the Pool Balance on the last day of such immediately preceding Collection Period or, if the Rating Agency Condition is satisfied, such larger percentage of such Pool Balance as is stated in the notice from each applicable Rating Agency in connection with the satisfaction of such Rating Agency Condition.

"Miscellaneous Payments" shall mean, with respect to any Collection Period and the related Distribution Date, the sum of (a) Adjustment Payments and Transfer Deposit Amounts on deposit in the Collection Account on such Distribution Date and (b) Unallocated Principal Collections available to be treated as Miscellaneous Payments pursuant to Section 4.4 on such Distribution Date.

"Monthly Payment Rate" shall mean, unless otherwise specified for a Series in the related Supplement, for any Collection Period, the percentage derived from dividing the Principal Collections (without excluding therefrom the Discount Portions) collected during such Collection Period by the aggregate balance of the Principal Receivables (without deducting therefrom the Discount Portions) as of the beginning of such Collection Period.

"Monthly Servicing Fee" shall mean, with respect to any Series, the amount specified therefor in the related Supplement.

"Moody's" shall mean Moody's Investors Service, Inc., or its successor.

"Net Loss Rate" shall mean, with respect to a Collection Period, the percentage derived from a fraction, the numerator of which is the aggregate of the net losses on Receivables (exclusive of the Ineligible Receivables) that were charged off during such Collection Period (i.e., gross losses less any recoveries (including recoveries from Collateral Security) received in such Collection Period in respect of charged off Receivables, whether such charge off occurred in such Collection Period or a prior Collection Period) and the denominator of which is the aggregate of the Principal Receivables (without deducting therefrom the Discount Portions) in the Trust at the beginning of such Collection Period.

"Net Receivables Rate" shall mean, with respect to a Distribution Date and unless otherwise specified for a Series in the related Supplement, (i) the weighted average of the interest rates borne by the Receivables during the second Collection Period preceding such Distribution Date (interest payments on the Receivables at such rates being due and payable in the Collection Period preceding such Distribution Date) plus (ii) the product of (x) the Monthly Payment Rate for the Collection Period preceding such Distribution Date, (y) the Discount Factor for such Distribution Date and (z) twelve less (iii) 2% per annum.

"Non-Principal Collections" shall mean the sum of (a) Collections of interest and all other non-principal charges (including insurance service fees and handling fees) on the Receivables, (b) the product of (i) principal payments on the Receivables and (ii) the Discount Factor, and (c) all Recoveries.

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

"Notice Date" shall have the meaning specified in Section 2.5(c).

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

"Officers' Certificate" with respect to any corporation (in the case of the Seller, the Officers' Certificate shall be with respect to Deutsche FRI) shall mean, unless otherwise specified in this Agreement, a certificate signed by (a) the Chairman of the Board, Vice Chairman of the Board, President or any Vice President and (b) a Treasurer, Associate or Assistant Treasurer, Secretary or Assistant Secretary of such corporation.

"Opinion of Counsel" shall mean a written opinion of counsel, who may be counsel of the Seller or DFS and who shall be acceptable to the Trustee.

"Overconcentrated Dealer" shall have the meaning specified in the definition of Dealer Overconcentration.

"Overconcentration Amount" on any Determination Date shall mean the sum of the Asset Based Receivable Overconcentration, the A/R Receivable Overconcentration, the Manufacturer Overconcentrations and the Product Line Overconcentrations on such Determination Date.

"Overconcentration Percentage" on any Determination Date shall mean, with respect to an Overconcentrated Dealer, the percentage equivalent of a fraction, (a) the numerator of which is equal to the result of (i) the aggregate amount of Principal Receivables in all Accounts of such Dealer as of the end of the Collection Period immediately preceding such Determination Date, minus (ii) the product of (A) the Concentration Limit Percentage for such Overconcentrated Dealer, and (B) the Unconcentrated Pool Balance as of the end of such Collection Period, and (b) the denominator of which is the amount determined in accordance with clause (a)(i).

"Participation Agreement" shall mean an agreement between DFS or an Approved Affiliate and a lender (i) pursuant to which DFS or such Approved Affiliate, as applicable, conveys to such lender an undivided interest in certain receivables that is pari passu in all respects (other than nonsubordinated interest strips and fees) with the undivided interest retained by DFS or such Approved Affiliate, as applicable, and (ii) that satisfies the applicable requirements of the Receivables Contribution and Sale Agreement.

"Participation Interest" shall mean the undivided interest, created pursuant to a Participation Agreement, in a receivable in which a Receivable represents the remaining undivided interest. The Trustee is hereby authorized to execute and deliver any documentation reasonably requested and prepared by the Seller in order to effect and evidence any Participation Interest, subject in each case to the terms and conditions of this Agreement and the Receivables Contribution and Sale Agreement.

"Paying Agent" shall mean any Person authorized by the Trustee to make distributions of principal of or interest on any Certificates on behalf of the Trustee.

"Permitted Transactions" shall have the meaning specified in Section 2.6(f).

"Person" shall mean any legal person, including any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated organization, governmental entity or other entity.

"Pool Balance" shall mean, as of the time of determination thereof, the product of (a) the aggregate of Principal Receivables (without deducting therefrom the Discount Portion) in the Trust at such time (other than all Ineligible Receivables) and (b) 1 minus the Discount Factor.

"Principal Collections" shall mean Collections under the Receivables other than Non-Principal Collections.

"Principal Receivables" with respect to an Account shall mean amounts shown on the Servicer's records as Receivables (other than such amounts which represent Non-Principal Receivables and Discount Portions) payable by the related Dealer.

"Principal Terms" shall mean, with respect to any Series, one or more of the following items, not all of which will necessarily apply to each Series: (a) the name or designation; (b) the initial principal amount (or method for calculating such amount), if applicable; (c) the Certificate Rate or Certificate Rates (or method for the determination thereof); (d) the payment date or dates and the date or dates from which interest shall accrue; (e) the method for allocating Collections to Investor Certificateholders; (f) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (g) the Monthly Servicing Fee and the Investors' Servicing Fee; (h) any Enhancement Provider for and terms of any form of Enhancement with respect thereto; (i) the terms on which the Investor Certificates of such Series may be exchanged for Investor Certificates of another Series, repurchased, redeemed in an optional redemption or mandatory redemption or remarketed to other investors; (j) the Termination Date; (k) the number of Classes of Investor Certificates of such Series and, if more than one Class, the rights and priorities of each such Class; (l) the extent to which the Investor Certificates of such Series shall be issuable in temporary or permanent global form (and, in such case, the depositary for such Global Certificate or certificates, the terms and conditions, if any, upon which such Global Certificate may be exchanged, in whole or in part, for Definitive Certificates, and the manner in which any interest payable on a temporary or Global Certificate shall be paid); (m) whether the Investor Certificates of such Series may be issued in bearer form and any limitations imposed thereon; (n) the priority of such Series with respect to any other Series; (o) whether such Series shall be part of a group;
(p) the date on which such Series will begin its accumulation period, amortization period or controlled amortization period, if any; and (q) any other terms of such Series which are permitted or not prohibited by this Agreement.

"Product Line Overconcentration" on any Determination Date shall mean, with respect to Accounts created pursuant to Wholesale Financing Agreements, the excess of (a) the aggregate of all amounts of Principal Receivables in such Accounts that represent financing for a single Product line (according to DFS's classification system) on the last day of the Collection

Period immediately preceding such Determination Date over (b) (i) 25% of the Pool Balance on the last day of such immediately preceding Collection Period if such Product line is not computers and related equipment and (ii) 40% of such Pool Balance if such Product line is computers and related equipment or, in the case of clause (i) or (ii), if the Rating Agency Condition is satisfied, such larger percentage of such Pool Balance as is stated in the applicable notice from each applicable Rating Agency in connection with the satisfaction of such Rating Agency Condition.

"Products" shall mean the commercial and consumer goods financed by DFS or the related Approved Affiliate for Dealers pursuant to a Wholesale Financing Agreement.

"Purchase Price" shall mean, with respect to any Receivable for any date on which such Receivable is to be purchased pursuant to Section 3.3 or by DFS as a result of the breach of representations and warranties in the Receivables Contribution and Sale Agreement, (a) an amount equal to the amount payable by the Dealer in respect thereof as reflected in the records of the Servicer as of the date of purchase plus (b) interest accrued (to the extent interest accrues on such Receivable) from the end of the last Collection Period in respect of which interest on such Receivable was billed by the Servicer, at a per annum rate equal to the rate being charged to the Dealer under the Wholesale Financing Agreement, Accounts Receivable Financing Agreement or Asset Based Lending Financing Agreement, as the case may be, based on the actual number of days elapsed over a year of 360 days.

"Rating Agency" shall mean, with respect to any outstanding Series or Class, each statistical rating agency, if any, selected by the Seller to rate the Investor Certificates of such Series or Class.

"Rating Agency Condition" shall mean, with respect to any action, that each Rating Agency shall have notified the Seller, the Servicer and the Trustee in writing that such action shall not result in a reduction or withdrawal of such Rating Agency's rating of any outstanding Series or Class with respect to which it is a Rating Agency. The Rating Agency Condition shall be inapplicable at any time that no such Series or Class is outstanding.

"Reassignment" shall have the meaning specified in Section 2.7(c).

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

Receivables shall remain in the Trust but shall cease to be included in the Pool Balance on the day on which they become Defaulted Receivables. Delayed Funding Receivables shall cease to be included as Receivables on the day on which an Insolvency Event in respect of DFS occurs, whether or not such Delayed Funding Receivables are funded after the occurrence of such Insolvency Event. Receivables which DFS or the related Approved Affiliate is unable to transfer to the Seller pursuant to the Receivables Contribution and Sale Agreement or which the Seller is unable to transfer to the Trust as provided in Section 2.6(b) and Receivables which arise in Designated Accounts from and after the related Removal Commencement Date shall not be included in calculating the Pool Balance.

"Receivables Contribution and Sale Agreement" shall mean the Receivables Contribution and Sale Agreement as amended and restated as of October 1, 1996 among DFS, Deutsche Business Services Corporation and the Seller (and any Affiliate of DFS which may become a party thereto from time to time).

"Record Date" shall mean, with respect to any Distribution Date, the close of business on the day preceding such Distribution Date; provided that with respect to any Distribution Date for a Series for which Definitive Certificates have been issued pursuant to Section 6.10, subsequent to the issuance of such Definitive Certificates the Record Date for such Distribution Date shall be the last day of the month preceding the month in which such Distribution Date occurs.

"Records" shall mean, with respect to any Receivable, all documents, books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Receivable and the related Dealer.

"Recoveries" on any Determination Date shall mean all amounts received, including Insurance Proceeds, by the Servicer during the Collection Period immediately preceding such Determination Date with respect to Receivables which have previously become Defaulted Receivables.

"Reference Rate" shall mean the per annum rate of interest, if any, designated from time to time by DFS or the related Approved Affiliate, as applicable, to a Wholesale Financing Agreement, A/R Financing Agreement or Asset Based Lending Financing Agreement.

"Registered Certificateholder" shall mean the Holder of a Registered Certificate.

"Registered Certificates" shall have the meaning specified in
Section 6.1.

"Related Accounts" shall mean all Accounts relating to a single Dealer.

"Related Documents" shall mean, collectively, the Receivables Contribution and Sale Agreement and, with respect to any Series, any applicable Enhancement Agreement.

"Removal Commencement Date" shall have the meaning specified in
Section 2.8(a).

"Removal Date" shall mean a date specified in a Removal Notice as the date on which the applicable Accounts are to be removed.

"Removal Notice" shall mean a notice delivered by the Seller (or the Servicer on its behalf) pursuant to Section 2.7 or 2.8 specifying a Removal Date for Removed Accounts.

"Removed Account" shall have the meaning specified in Section 2.7(b).

"Required Participation Amount" shall mean, at any time of determination, an amount equal to the sum of the amounts for each Series obtained by multiplying the Required Participation Percentage for such Series by the Initial Invested Amount for such Series at such time.

"Required Participation Percentage" shall mean, with respect to any Series, the percentage specified therefor in the related Supplement. However, the Dealer Overconcentration Series shall not have a Required Participation Percentage.

"Requirements of Law" for any Person shall mean the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether Federal, state or local (including usury laws and the Federal Truth in Lending Act).

"Responsible Officer" shall mean any officer of the Trustee with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with that relevant subject.

"Revolving Period" shall mean with respect to any Series, the period specified as such in the related Supplement. However, the Dealer Overconcentration Series shall not have a period designated as a Revolving Period.

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

"Seller" shall mean Deutsche FRLP.

"Seller's Certificates" shall mean, collectively, the Deutsche FRLP Certificate and any outstanding Supplemental Certificates.

"Seller's Interest" shall have the meaning specified in Section 4.1.

"Seller's Participation Amount" shall mean, at any time of determination, an amount equal to (a) the Pool Balance at such time minus (b) the aggregate Invested Amounts for all outstanding Series (other than the Dealer Overconcentration Series, which shall not be considered to have an Invested Amount) at such time.

"Series" shall mean (a) any series of Investor Certificates and (b) the Dealer Overconcentration Series.

"Series Account" shall mean any deposit, trust, escrow, reserve or similar account maintained for the benefit of the Investor Certificateholders of any Series or Class, as specified in any Supplement.

"Series Cut-Off Date" shall mean, with respect to any Series, the date, if any, specified as such in the related Supplement.

"Series Issuance Date" shall mean, with respect to any Series, the date on which the Investor Certificates of such Series are to be originally issued in accordance with Section 6.3 and the related Supplement.

"Series 1994-1" shall mean the series of Investor Certificates issued and designated as "Series 1994-1".

"Service Transfer" shall have the meaning specified in Section 10.1.

"Servicer" shall initially mean DFS, in its capacity as Servicer under this Agreement, and after any Service Transfer, the Successor Servicer.

"Servicer Default" shall have the meaning specified in Section 10.1.

"Servicing Fee" shall have the meaning specified in Section 3.2.

"Servicing Officer" shall mean any officer of the Servicer involved in, or responsible for, the administration and servicing of the Receivables whose name appears on a list of servicing officers furnished to the Trustee by the Servicer as such list may from time to time be amended.

"Specified Party" means any of the Seller, the Servicer, DFS, if it is not the Servicer, Deutsche North America, so long as DFS is an Affiliate of Deutsche North America, or, if Deutsche North America has merged or consolidated with another Person, the surviving Person (but only so long as DFS is an Affiliate of the surviving Person) or any other Person which is the direct, controlling shareholder of DFS.

"Standard & Poor's" shall mean Standard & Poor's, a division of The McGraw Hill-Companies, Inc., or its successor.

"Successor Servicer" shall have the meaning specified in Section 10.2(a).

"Supplement" shall mean, with respect to any Series, a supplement to this Agreement, executed and delivered in connection with the original issuance of the Investor Certificates of such Series, if applicable, pursuant to Section 6.3, and all amendments thereof and supplements thereto. No Investor Certificates shall be issued pursuant to the Supplement for the Dealer Overconcentration Series.

"Supplemental Certificate" shall have the meaning specified in
Section 6.3.

"Tax Opinion" shall mean, with respect to any action, an Opinion of Counsel to the effect that, for Federal income and Missouri state income and franchise tax purposes, (a) such action shall not adversely affect the characterization of the Investor Certificates of any outstanding Series or Class as debt or as partnership interests, (b) such action shall not cause or constitute a taxable event with respect to any Investor Certificateholders or the Trust and (c) in the case of Section 6.3(b), each Class of the Investor Certificates of the new Series shall be characterized as debt or as partnership interests.

"Termination Date" shall mean, with respect to any Series, the termination date, if any, specified in the related Supplement. However, the Supplement for the Dealer Overconcentration Series shall not specify a Termination Date.

"Termination Notice" shall have the meaning specified in Section 10.1.

"Termination Proceeds" shall have the meaning specified in Section 12.2(c).

"Transfer Agent and Registrar" shall have the meaning specified in
Section 6.4.

"Transfer Date" shall have the meaning specified in Section 2.1.

"Transfer Deposit Amount" shall mean, with respect to any Receivable reassigned or assigned to the Seller or the Servicer, as applicable, pursuant to
Section 2.4(c) or Section 3.3, the amounts specified in such Sections.

"Trust" shall mean the Distribution Financial Services Floorplan Master Trust created by this Agreement, formerly known as the Deutsche Floorplan Receivables Master Trust, the corpus of which shall consist of the Trust Assets.

"Trust Assets" shall have the meaning specified in Section 2.1.

"Trust Invested Amount" shall mean, at any time of determination, the sum of the Invested Amounts for all outstanding Series at such time.

"Trust Termination Date" shall have the meaning specified in Section 12.1.

"Trustee" shall mean The Chase Manhattan Bank, or its successor in interest, or any successor trustee appointed as herein provided.

"UCC" shall mean the Uniform Commercial Code, as amended from time to time, as in effect in any applicable jurisdiction.

"Unallocated Principal Collections" shall have the meaning specified in Section 4.4.

"Unconcentrated Percentage" shall mean, with respect to an Overconcentrated Dealer, the result of (a) 100% minus (b) the Overconcentration Percentage for such Overconcentrated Dealer.

"Unconcentrated Pool Balance" shall mean, as of the end of any Collection Period, the lesser of: (1) the Pool Balance at the end of such Collection Period, and (2)(a)(i) such Pool Balance minus (ii) the sum of the Principal Receivables in all Accounts of all Overconcentrated Dealers at the end of such Collection Period, divided by (b)(i) 100% minus (ii) the sum of (x) the product of (A) the number of Overconcentrated Dealers as to which the applicable Concentration Limit Percentage is 3% and (B) 3%, (y) the product of (A) the number of Overconcentrated Dealers as to which the applicable Concentration Limit Percentage is 2% and (B) 2%, and (z) the product of (A) the number of Overconcentrated Dealers as to which the applicable Concentration Limit Percentage is other than 3% or 2% and (B) in each case, such applicable Concentration Limit Percentage.

"Vice President" when used with respect to the Seller and Servicer shall mean any vice president (in the case of the Seller, a vice president of Deutsche FRI) whether or not designated by a number or word or words added before or after the title "vice president".

"Wholesale Financing Agreement" shall mean a wholesale financing agreement entered into by DFS or the related Approved Affiliate and a Dealer in order to finance Products purchased by such Dealer from a Manufacturer.

SECTION 1.2. Other Definitional Provisions.

(a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.

(c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term "including" shall mean "including without limitation."

(d) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(e) All references to any agreement shall be understood to be references to such agreement as it may be amended, amended and restated or otherwise modified from time to time.

SECTION 1.3. Provisions Relating to Rating Agencies. Provisions in this Agreement relating to Standard & Poor's, Moody's, Fitch, Duff & Phelps or a Rating Agency shall be effective only so long as there is a Series of Investor Certificates outstanding that has been rated by such Rating Agency at the request of the Seller. By way of illustration and not limitation of the foregoing, if no Series of Investor Certificates then outstanding has been rated at the request of the Seller by Fitch, a notice required hereunder to be given to a Rating Agency need not be given to Fitch and an Eligible Institution need not have its debt or certificates of deposit rated by Fitch.

ARTICLE II

Conveyance of Receivables

SECTION 2.1. Conveyance of Receivables. By execution of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries on the Closing Date for the Series issued in 1993, in the case of the Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, (a) all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-Off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Missouri and Recoveries) thereof, (b) all of the Seller's rights, remedies, powers and privileges with respect to such Receivables, and the Receivables conveyed to the Trust in the next sentence, under the related Floorplan Agreements, if any, (c) all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Contribution and Sale Agreement, and (d) without limiting the foregoing, all of the Seller's right, title and interest in, to and under the Receivables Contribution and Sale Agreement. As of each Business Day prior to the earlier of
(i) the occurrence of an Early Amortization Event specified in Section 9.1(b),
(c), (d) or (e) and (ii) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest in, to and under the Receivables in each Account (other than any Receivables created in any Designated Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in
Section 9-306 of the UCC as in effect in the State of Missouri and Recoveries) thereof. Such property, together with all monies on deposit in, and Eligible Investments credited to, the Collection Account or any Series Account, any Enhancements and the Collateral Security with respect to the Receivables shall collectively constitute the assets of the Trust (the "Trust Assets"). The foregoing sale,

transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Trust, the Trustee, any Agent or any Beneficiary of any obligation of the Servicer, DFS, the Seller, or any other Person in connection with the Accounts, the Receivables or any Participation Interest or under any agreement or instrument relating thereto (including any Participation Agreement), including any obligation to any Dealers, Manufacturers, or owners of a Participation Interest and DFS (and not any of the other foregoing Persons) shall continue to perform and be responsible for their respective obligations under the Financing Agreements, Floorplan Agreements, Participation Agreements and any related agreements and arrangements. The foregoing transfer, assignment, setover and conveyance to the Trust, and any subsequent transfer, assignment, setover and conveyance to the Trust, shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement or any Supplement to any such transfer, assignment, setover and conveyance shall be construed accordingly.

In connection with such sales, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper, accounts and general intangibles (as defined in Section 9-105 of the UCC as in effect in any state where the Seller's or DFS's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the other Trust Assets to the Trust, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Trustee on or prior to the Closing Date for the Series issued in 1993, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sales.

In connection with such sales, the Seller further agrees, at its own expense, on or prior to the Closing Date for the Series issued in 1993, in the case of the Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Commencement Date, in the case of Removed Accounts, (a) to cause DFS to indicate in its books and records, which may include computer files, as required by the Receivables Contribution and Sale Agreement, that the Receivables created in connection with the Accounts (other than Removed Accounts) have been sold, and the Collateral Security assigned, to the Seller in accordance with the Receivables Contribution and Sale Agreement and sold to the Trust pursuant to this Agreement for the benefit of the Certificateholders and the other Beneficiaries and (b) to deliver to the Trustee (or cause DFS to do so) a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Cut-Off Date, in the case of the Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number and (ii) the aggregate amount of Principal Receivables in such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The Trustee shall be under no obligation whatsoever to verify the accuracy or completeness of the information contained in Schedule 1 from time to time.

In the event that such sale and assignment is deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Seller's right, title and interest to and under the Receivables and the Collateral Security and all proceeds thereof, the Floorplan Agreements and the Receivables Contribution and Sale Agreement, and that this Agreement shall constitute a security agreement under applicable law.

Notwithstanding any other provision of this Agreement, no asset shall be acquired by the Seller or the Trust or disposed of by the Seller or the Trust for the primary purpose of recognizing gains or decreasing losses due to market value changes.

SECTION 2.2. Acceptance by Trustee. (a) The Trustee hereby acknowledges its acceptance, on behalf of the Trust, of all right, title and interest previously held by the Seller to the property, now existing and hereafter created, conveyed to the Trust pursuant to Section 2.1 and declares that, subject to the terms and conditions hereof and of any Supplement, it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of the Certificateholders and the other Beneficiaries. The Trustee further acknowledges that, prior to or simultaneously with the execution and delivery of this Agreement, the Seller delivered to the Trustee the computer file or microfiche or written list which the Seller represented as being the computer file or list relating to the Initial Accounts described in the last paragraph of Section 2.1.

(a) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Trust other than as contemplated in this Agreement.

SECTION 2.3. Representations and Warranties of the Seller Relating to the Seller and the Agreement. The Seller hereby represents and warrants to the Trust and to the Trustee as of each Closing Date that:

(a) Organization and Good Standing. The Seller is a limited partnership duly organized and validly existing and in good standing under the law of the State of Delaware and has, in all material respects, full power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and to execute and deliver to the Trustee pursuant hereto the Certificates.

(b) Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign partnership (or is exempt from such requirement) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder.

(c) Due Authorization. The execution and delivery of this Agreement and the applicable Supplement and the Related Documents and the execution and delivery to the Trustee of the Certificates by the Seller and the consummation of the transactions provided for or contemplated by this Agreement and the applicable Supplement and the Related Documents,

have been duly authorized by the Seller by all necessary partnership action on the part of the Seller.

(d) No Conflict. The execution and delivery of this Agreement, the applicable Supplement, the Related Documents and the Certificates, the performance of the transactions contemplated by this Agreement and the applicable Supplement and the Related Documents and the fulfillment of the terms hereof and thereof, shall not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which it or its properties are bound.

(e) No Violation. The execution and delivery of this Agreement, the applicable Supplement, the Related Documents and the Certificates, the performance of the transactions contemplated by this Agreement and the applicable Supplement and the Related Documents and the fulfillment of the terms hereof and thereof applicable to the Seller, shall not conflict with or violate any material Requirements of Law applicable to the Seller.

(f) No Proceedings. There are no proceedings or, to the best knowledge of the Seller, investigations pending or threatened against the Seller before any Governmental Authority (i) asserting the invalidity of this Agreement, the applicable Supplement, any of the Related Documents or the Certificates, (ii) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement and the applicable Supplement or the Related Documents, (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Agreement and the applicable Supplement or the Related Documents, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement and the applicable Supplement, the Related Documents or the Certificates or (v) seeking to affect adversely the income tax attributes of the Trust under the United States Federal or any State income, single business or franchise tax systems.

(g) All Consents Required. All appraisals, authorizations, consents, orders, approvals or other actions of any Person or of any governmental body or official required in connection with the execution and delivery of this Agreement, the applicable Supplement, the Related Documents and the Certificates, the performance of the transactions contemplated by this Agreement, the applicable Supplement and any of the Related Documents, and the fulfillment of the terms hereof and thereof, have been obtained, except where the failure to so obtain such item shall not have a material adverse effect on its ability to render such performance.

(h) Enforceability. This Agreement and the applicable Supplement and the Related Documents each constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

(i) Record of Accounts. As of the Closing Date for the Series issued in 1993, in the case of the Initial Accounts, as of the applicable Addition Date, in the case of the Additional Accounts, and, as of the applicable Removal Date, in the case of Removed Accounts, Schedule 1 to this Agreement is an accurate and complete listing in all material respects of all the Accounts as of the Cut-Off Date, the applicable Additional Cut-Off Date or the applicable Removal Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Cut-Off Date, such applicable Additional Cut-Off Date or such Removal Date, as the case may be.

(j) Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and all of the Seller's rights, remedies, powers and privileges with respect to the Receivables under the Receivables Contribution and Sale Agreement and the related Financing Agreements and Floorplan Agreements, if any, and, upon the filing of the financing statements described in Section 2.1 with the applicable filing office and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a perfected ownership interest in such property, free of the Liens of any other Person, except for Liens permitted under Section 2.6(a). Except as otherwise provided in this Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets.

The representations and warranties set forth in this Section 2.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or any Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties, any Agent and to any Enhancement Providers.

In the event of any breach of any of the representations and warranties set forth in this Section 2.3 having a material adverse effect on the interests of the Investor Certificateholders, then either the Trustee or the Holders of Investor Certificates evidencing not less than a majority in aggregate unpaid principal amount of all outstanding Investor Certificates, by notice then given in writing to the Seller (and to the Trustee, any Enhancement Providers and the Servicer if given by the Investor Certificateholders), may direct the Seller to purchase the Certificateholders' Interest within 60 days of such notice (or within such longer period as may be specified in such notice), and the Seller shall be obligated to make such purchase on a Distribution Date occurring within such 60-day period on the terms and conditions set forth below; provided, however, that no such purchase shall be required to be made if, by the end of such 60-day period (or such longer period as may be specified), the representations and warranties set forth in this Section 2.3 shall be true and correct in all material respects, and any material adverse effect on the Certificateholders' Interest caused thereby shall have been cured.

The Seller shall deposit in the Collection Account in immediately available funds on the Business Day preceding such Distribution Date, in payment for such purchase, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the

related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed to the Investor Certificateholders on such Distribution Date in accordance with Article IV and the terms of each Supplement. If the Trustee or the Investor Certificateholders give notice directing the Seller to purchase the Certificateholders' Interest as provided above, the obligation of the Seller to purchase the Certificateholders' Interest pursuant to this Section 2.3 shall constitute the sole remedy respecting an event of the type specified in the first sentence of this Section 2.3 available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

SECTION 2.4. Representations and Warranties of the Seller Relating to the Receivables. (a) Representations and Warranties. The Seller hereby represents and warrants to the Trustee and the Trust that:

(i) Each Receivable and all other Trust Assets existing on the Closing Date for the Series issued in 1993 or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, has been conveyed to the Trust free and clear of any Lien.

(ii) With respect to each Receivable and all other Trust Assets existing on the Closing Date for the Series issued in 1993 or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the conveyance of such Receivable or other Trust Assets to the Trust have been duly obtained, effected or given and are in full force and effect.

(iii) On the Cut-Off Date, each Initial Account was an Eligible Account. On the applicable Additional Cut-Off Date, each applicable Additional Account is an Eligible Account. On the date any Receivables are transferred to the Trust, the related Account or Additional Account was or is an Eligible Account or if it was or is an Ineligible Account on such date, such Account is being removed from the Trust in accordance with Section 2.8.

(iv) On the Closing Date for the Series issued in 1993, in the case of the Initial Accounts, and, in the case of the Additional Accounts, on the applicable Additional Cut-Off Date, and on each Transfer Date, each Receivable conveyed to the Trust on such date is an Eligible Receivable or, if such Receivable is not an Eligible Receivable, the Account relating to such Receivable is an Eligible Account in accordance with Section 2.9.

(b) Notice of Breach. The representations and warranties set forth in this Section 2.4 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer, any Agent or a Responsible Officer of the Trustee of a breach of any of the representations and warranties set forth in this Section 2.4, the party discovering such breach shall give prompt written notice to the other parties and to any Enhancement Providers.

(c) Reassignment. In the event any representation or warranty under Section 2.4(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and such breach has a material adverse effect on the Certificateholders' Interest in any such Receivable or Account, then, within 30 days (or such longer period as may be agreed to by the Trustee) of the earlier to occur of the discovery of any such event by the Seller or the Servicer, or receipt by the Seller or the Servicer of written notice of any such event given by the Trustee, any Agent or any Enhancement Provider, the Seller shall accept a reassignment of such Receivable or, in the case of such an untrue representation or warranty with respect to an Account, all Receivables in such Account, on the Determination Date immediately succeeding the day of such discovery or notice on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment shall be required to be made with respect to such Receivable if, by the end of such 30-day period (or such longer period as may be agreed to by the Trustee), the breached representation or warranty shall then be true and correct in all material respects and any material adverse effect caused thereby shall have been cured.

The Seller shall accept a reassignment of each such Receivable by directing the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables (exclusive of their Discount Portions) from the Pool Balance on or prior to the end of the Collection Period in which such reassignment obligation arises. If, following such deduction, the Pool Balance would be less than the Required Participation Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then not later than 12:00 noon New York City time on the day on which such reassignment occurs, the Seller shall deposit in the Collection Account in immediately available funds the amount (the "Transfer Deposit Amount") by which the Pool Balance would be less than the Required Participation Amount (up to the principal amount of such Receivables exclusive of the Discount Portions thereof); provided that if the Transfer Deposit Amount is not deposited as required by this sentence, then the amounts to be deducted in respect of such Receivables shall only be deducted from the Pool Balance to the extent that the Pool Balance is not reduced below the Required Participation Amount and the Receivables, the amounts to be deducted in respect of which have not been so deducted, shall not be reassigned to the Seller and shall remain part of the Trust. Upon reassignment of any such Receivable, but only after payment by the Seller of the Transfer Deposit Amount, if any, the Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Receivable, all Collateral Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment as shall be furnished by the Seller and shall take such other actions as shall reasonably be requested by the Seller, to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to accept a reassignment of any such Receivable and to pay any related Transfer Deposit Amount shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders).

SECTION 2.5. Addition of Accounts. (a) If, on any Distribution Date,
(i) the Pool Balance (for purposes of this paragraph, determined by excluding from the calculation thereof all Delayed Funding Receivables) as of the close of business on the last day of the

preceding Collection Period is less than the Required Participation Amount as of such Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the result obtained by multiplying (x) the Seller's Participation Amount (for purposes of this paragraph, determined by using the Pool Balance as determined in accordance with this paragraph) as of such Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), by (y) the percentage equivalent of the portion of the Seller's Interest represented by the Deutsche FRLP Certificate, is less than 5% of the Pool Balance on such last day, then the Seller shall, within 10 Business Days following such Distribution Date, designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of those Additional Accounts in a sufficient amount such that after giving effect to such designation and transfer: (i) the Pool Balance (determined in accordance with this paragraph) as of the close of business on the Addition Date is at least equal to such Required Participation Amount; and (ii) the result obtained by multiplying (x) such Seller's Participation Amount (determined in accordance with this paragraph) by (y) the percentage equivalent of the portion of the Seller's Interest represented by the Deutsche FRLP Certificate, is at least equal to 5% of such Pool Balance, as the case may be. The Seller shall satisfy the conditions specified in Section 2.5(d) in designating such Additional Accounts and conveying the related Receivables to the Trust. The failure of the Seller to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, however, that any such failure shall nevertheless result in the occurrence of an Early Amortization Event described in Section 9.1(a).

(b) The Seller may from time to time, at its sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts.

(c) Receivables and Collateral Security from such Additional Accounts shall be sold to the Trust effective on a date (each an "Addition Date") specified in a written notice provided by the Seller (or the Servicer on its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (each an "Addition Notice") on or before the fifth Business Day but not more than the 30th day prior to the related Addition Date or, if the Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). An Addition Notice may relate to one or more Accounts added on one or more Addition Dates.

(d) The Seller shall be permitted to convey to the Trust the Receivables and all Collateral Security related thereto in any Additional Accounts designated by the Seller as such pursuant to Section 2.5(a) or (b) only upon satisfaction of each of the following conditions on or prior to the related Addition Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after the applicable Notice Date):

(i) the Seller shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with a timely Addition Notice;

(ii) such Additional Accounts shall all be Eligible Accounts;

(iii) the Seller shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit B (the "Assignment") covering the Receivables in the Accounts specified in the Addition Notice and the computer file or microfiche or written list required to be delivered pursuant to Section 2.1;

(iv) the Seller shall, to the extent required by Section 4.3, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date;

(v) (A) no selection procedures reasonably believed by the Seller to be adverse to the interests of the Beneficiaries shall have been used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above shall be true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, neither DFS nor the Seller shall have been insolvent nor shall any of them have been made insolvent by such transfer nor shall any of them be aware of any pending insolvency;

(vi) if the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition, provided that the Rating Agency Condition must be satisfied for any Additional Account designated pursuant to Section 2.5(b) if such Additional Account contains Asset Based Receivables (or, if such Additional Account contains A/R Receivables if a Participation Interest has been created in such A/R Receivables);

(vii) If (A) one or more of the Additional Accounts specified in such Addition Notice shall contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in respect of the addition of each Additional Account specified in clauses (A) and (B) on or prior to the related Addition Date;

(viii) the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of an Early Amortization Event;

(ix) the Seller shall have delivered to the Trustee and any Enhancement Providers a certificate of a Vice President or more senior officer confirming (A) the items set forth in paragraphs (ii) through
(vii) above and (B) that the Seller reasonably believes that the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of an Early Amortization Event; and

(x) the Seller shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such Opinion substantially in the form of

Exhibit G-2 and (B) except in the case of an addition required by Section 2.5(a), a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be from outside counsel no less frequently than quarterly; provided further that, unless the Rating Agency Condition is satisfied, such Opinion of Counsel and Tax Opinion shall be from outside counsel if the rating of the unsecured long-term debt of the parent of DFS or, if DFS does not have a parent, DFS is below investment grade.

(e) The Seller hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.5(d)(v). Upon discovery by the Seller, the Servicer, any Agent, a Responsible Officer of the Trustee or any Enhancement Providers of a breach of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers.

(f) Notwithstanding anything in this Section 2.5 to the contrary, the additions of Additional Accounts pursuant to Section 2.5(b) on or prior to the Closing Date for Series 1994-1 need not satisfy clause (i), (vi), (vii) or
(x) of Section 2.5(d).

SECTION 2.6. Covenants of the Seller. The Seller hereby covenants that:

(a) No Liens. Except for the conveyances hereunder or as provided in Section 6.3(c), the Seller shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on, any Receivable or any other Trust Asset, whether now existing or hereafter created, or any interest therein, Seller's Interest or the Seller's Certificates and the Seller shall defend the right, title and interest of the Trust in, to and under the Receivables and the other Trust Assets, whether now existing or hereafter created, and such rights, remedies, powers and privileges, against all claims of third parties claiming through or under the Seller.

(b) Account Allocations. In the event that the Seller is unable for any reason to transfer Receivables to the Trust, then the Seller agrees that it shall allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with the terms of this Agreement. The parties hereto agree that Non-Principal Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with the terms of this Agreement.

(c) Delivery of Collections. In the event that the Seller, DFS or any Affiliate thereof receives payments in respect of Receivables, the Seller and DFS agree to pay or cause to be paid to the Servicer or any Successor Servicer all payments received thereby in respect of the Receivables as soon as practicable after receipt thereof, but in no event later than two Business Days after the receipt by the Seller, DFS or any Affiliate thereof.

(d) Notice of Liens. The Seller shall notify the Trustee promptly after becoming aware of any Lien on any Receivable other than the conveyances hereunder and Participation Interests.

(e) Compliance with Law. The Seller hereby agrees to comply in all material respects with all Requirements of Law applicable to the Seller.

(f) Activities of the Seller. The Seller shall not engage in any business or activity of any kind or enter into any transaction other than (i) the businesses, activities and transactions contemplated and authorized by this Agreement or the Related Documents, (ii) acquiring, selling, financing, holding, assigning, pledging and otherwise dealing with receivables arising out of the financing of commercial and consumer products, accounts receivable and other assets and related activities and transactions or out of unsecured loans, (iii) transferring such receivables to trusts pursuant to a pooling and servicing agreement or similar agreement or arrangement, (iv) authorizing, selling and delivering any class of certificates or other securities of any such trust, (v) issuing, selling, authorizing and delivering one or more series and classes of bonds, notes or other evidences of indebtedness secured or collateralized by one or more pools of receivables or by certificates of any class issued by one or more trusts (collectively, the "Notes"), provided that the Seller shall have no liability under any Notes except to the extent of the one or more pools of receivables or the certificates securing or collateralizing such Notes, (vi) holding and enjoying all of the rights and privileges of any certificates issued by the trusts to the Seller under the related agreements and holding and enjoying all of the rights and privileges of any class of any series of Notes, including any class of Notes or certificates which may be subordinate to any other class of Notes or certificates, respectively, (vii) performing its obligations under the agreements and any indenture or other agreement (each, an "Indenture") pursuant to which any Notes are issued, (viii) engaging in any activity and exercising any powers permitted to limited partnerships under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, and (ix) any other activity in connection with which the Rating Agency Condition has been satisfied (such businesses, activities and transactions, collectively, "Permitted Transactions").

(g) Indebtedness. The Seller shall not create, incur or assume any indebtedness or issue any securities or sell or transfer any receivables to a trust or other Person which issues securities in respect of any such receivables, unless (i) any such indebtedness or securities have no recourse to any assets of the Seller other than the specified assets to which such indebtedness or securities relate and (ii) the Rating Agency Condition shall have been satisfied in connection therewith prior to the incurrence or issuance thereof.

(h) Guarantees. The Seller shall not become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions and unless the Rating Agency Condition shall have been satisfied with respect thereto.

(i) Investments. The Seller shall not make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property,

contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate, unless prior thereto the Rating Agency Condition shall have been satisfied with respect thereto; provided, however, that the Seller shall not be prohibited under this Section 2.6(i) from making distributions to its partners.

(j) Stock; Merger. The Seller shall not (i) sell any general partner's interests in the Seller to any Person (other than Deutsche FRI), or enter into any transaction of merger or consolidation unless (A) the surviving Person of such merger or consolidation assumes all of the Seller's obligations under this Agreement, (B) the Seller shall have given the Rating Agencies and the Trustee at least 10 days' prior notice and the Rating Agency Condition shall have been satisfied with respect to such transaction and (C) such merger or consolidation does not conflict with any provisions of the partnership agreement of the Seller, or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, or (iv) otherwise make (or suffer) any material change in the organization of or method of conducting its business.

(k) Agreements. The Seller shall not become a party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, except this Agreement, the Related Documents and any document relating to a Permitted Transaction, or amend or modify its partnership agreement or cancel, terminate, amend, supplement, modify or waive any of the provisions of the Receivables Contribution and Sale Agreement or any of the other Related Documents or request, consent or agree to or suffer to exist or permit any such cancellation, termination, amendment, supplement, modification or waiver unless, in any such case, the Rating Agency Condition shall have been satisfied with respect thereto.

(l) Separate Existence. The Seller shall take all reasonable steps to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of DFS and any other Affiliate and that the Seller is not a division of DFS or any other Person.

SECTION 2.7. Removal of Eligible Accounts. (a) On each Determination Date the Seller shall have the right to remove Eligible Accounts in the manner prescribed in Section 2.7(b). The termination of an Account by a Dealer upon such Dealer's payment in full of the Receivables in the related Account shall not be a removal of such Account for purposes of this Section 2.7.

(b) To remove Eligible Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:

(i) not less than five Business Days prior to the Removal Date, furnish to the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a Removal Notice specifying the Removal Date, which shall be a Determination Date (which may be a Determination Date on which such Removal Notice is given) on which removal of one or more Accounts (the "Removed Accounts") shall occur;

(ii) from and after such Removal Date, cease to transfer to the Trust any and all Receivables arising in such Removed Accounts;

(iii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;

(iv) represent and warrant that no selection procedures reasonably believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Accounts to be removed;

(v) cause the Rating Agency Condition to be satisfied with respect to such removal;

(vi) deliver to the Trustee, each Rating Agency, any Agent and any Enhancement Providers a Tax Opinion, dated the Removal Date, with respect to such removal;

(vii) on or before the related Removal Date, deliver to the Trustee, any Agent and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (iii) through (v) above and confirming that the Seller reasonably believes that the removal of the Removed Accounts shall not result in the occurrence of an Early Amortization Event; the Trustee may conclusively rely on such Officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and

(viii) on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects and such Removed Accounts shall be deemed to have been removed from the list of Accounts maintained by the Trustee.

No Accounts shall be so removed if such removal shall result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency.

(b) Subject to Section 2.7(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed from the Trust for all purposes. After the Removal Date and upon the written request of the Servicer, the Trustee shall deliver to the Seller a reassignment in substantially the form of Exhibit H (the "Reassignment").

SECTION 2.8. Removal of Ineligible Accounts. (a) The date on which the Seller or the Servicer becomes aware that an Account is an Ineligible Account shall be the "Removal Commencement Date" with respect to such Account.

(b) With respect to each Account that becomes an Ineligible Account, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:

(i) promptly following the related Removal Commencement Date, furnish to the Trustee, any Agent and any Enhancement Providers a Removal Notice specifying the Removal Commencement Date and the Ineligible Accounts to be removed and the related Removal Date, which shall be a date occurring on or before the next Determination Date (the "Designated Accounts");

(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the aggregate balance of Principal Receivables in respect of each Designated Account (the "Designated Balance") and amend Schedule 1 by delivering to the Trustee a computer file or microfiche or written list containing a true and complete list of the Designated Accounts specifying for each such Designated Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Designated Account and the Designated Balance;

(iii) from and after such Removal Commencement Date, cease to transfer to the Trust any and all Receivables arising in such Designated Accounts;

(iv) if such Account was an Ineligible Account at the time it was originally designated as an Account, from and after such Removal Commencement Date, allocate Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Removal Commencement Date with respect thereto; and

(v) if such Account was an Ineligible Account at the time it was originally designated as an Account, on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Trust (to be further allocated pursuant to the terms of this Agreement), Defaulted Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts owned by the Trust on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day.

(c) On the Removal Commencement Date with respect to any such Ineligible Account, the Seller shall cease to allocate any Collections therefrom in accordance herewith and such Account shall be deemed a Removed Account and shall be deemed removed from the Trust for all purposes. After the Removal Commencement Date and upon the written request of the Servicer, the Trustee shall deliver to the Seller a Reassignment.

(d) Notwithstanding any other provision of this Agreement, unless an Account was an Ineligible Account at the time it was originally designated as an Account, the Reassignment shall remove only such Account and shall not reassign any Receivable existing in such Account.

SECTION 2.9. Sale of Ineligible Receivables. The Seller shall sell to the Trust on each Transfer Date any and all Receivables arising in any Eligible Accounts that are Ineligible Receivables, provided that on the Cut-Off Date or, in the case of Receivables arising in Additional Accounts, on the related Additional Cut-Off Date, and on the applicable Transfer Date, the Account in which such Receivables arise is an Eligible Account.

SECTION 2.10. Removal of Receivables in Connection with Overconcentration Amount. (a) If on any Determination Date the Overconcentration Amount as of the end of the preceding Collection Period exceeds zero, the Seller may attempt to reduce the Overconcentration Amount to zero by removing Receivables from the Trust. However, in attempting to reduce the Overconcentration Amount to zero, the Seller shall not be permitted to remove a Receivable (a) that has been classified by the Servicer as SAU or NSF for more than sixty days, (b) that has been charged off, (c) as to which the related Dealer is in bankruptcy or insolvency proceedings, or (d) if the Servicer believes that the Receivable will be charged off in the foreseeable future or that the related Dealer will be in bankruptcy or insolvency proceedings in the foreseeable future.

(b) In order to remove Receivables in accordance with Section 2.10(a), the Seller shall send a notice to the Trustee and the Rating Agencies identifying the proposed removal date and the Receivables to be removed, together with a certification by the Seller and the Servicer to the effect that such removal complies with the terms of this Section 2.10. On the proposed removal date, the Seller shall remit to the Trustee, for deposit in the Collection Account, an amount equal to the outstanding principal balances of such Receivables.

(c) The Trustee is hereby authorized to enter into any assignment documentation reasonably requested and prepared by the Seller in connection with this Section 2.10.

ARTICLE III

Administration and Servicing
of Receivables

SECTION 3.1. Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures in effect from time to time for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Financing Guidelines; provided, however, that (i) the Servicer shall change its policy for charging off wholesale receivables as totally uncollectible only upon satisfaction of the Rating Agency Condition and (ii) in respect of a Floorplan Agreement, the obligation of the related Manufacturer to repurchase repossessed Products may be modified and subject to various terms, but shall not be deleted; and provided, further, that if a Successor Servicer shall succeed to the duties of the Servicer, the Successor Servicer shall service the Receivables in accordance with standards that would be employed by a prudent lender in servicing comparable receivables for its own account. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do

any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.1, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement or any Supplement,
(ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings (which, to the extent permitted by applicable law, may be in the name of the Servicer) with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Financing Guidelines (or such other standards required hereunder in the case of a Successor Servicer) and this Agreement; provided, however, that (a) the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, (b) no delegation shall relieve the Servicer of its liability and responsibility with respect to such duties and (c) the Rating Agency Condition shall have been satisfied with respect to any delegation whether that delegation is in the ordinary course of business or otherwise. The Trustee shall execute and deliver to the Servicer any powers of attorney and other documents prepared by the Servicer and certified by a Servicing Officer as being reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

(b) In the event that the Seller is unable or is not permitted for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 2.1 or Section 9.2 or any court of competent jurisdiction ordering that the Seller not transfer any additional Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to the Trustee, any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate, after the occurrence of such event, Principal Collections with respect to each Account first to the oldest principal balance of Receivables in such Account, and to have such payments applied as Collections in accordance with Section 4.2. The parties hereto agree that Non-Principal Collections with respect to Receivables that are in the Trust shall continue to be allocated and paid in accordance with the terms of this Agreement.

(c) The Servicer shall not, and any Successor Servicer shall not be obligated to, use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer or such Successor Servicer in connection with servicing other wholesale receivables.

(d) The Servicer shall comply with and perform its servicing obligations with respect to the Financing Agreements relating to the Accounts and the Financing Guidelines (except as otherwise provided in Section 3.1(a)), except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Trust or any of the Beneficiaries. Subject to compliance with all Requirements of Law and subject to Section 3.1(a), the Servicer (or DFS) may change the terms and provisions of the Wholesale Financing Agreements, the Floorplan Agreements, the Accounts Receivable Financing Agreements, the Asset Based Lending Financing Agreements or the Financing Guidelines in any respect (including the calculation of the amount or the timing of charge-offs and the rate of the finance charge assessed thereon), if, in the reasonable judgment of the Servicer, no Early Amortization Event shall occur as a result of such change.

SECTION 3.2. Servicing Compensation. As full compensation for its servicing activities hereunder and reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled to receive the Servicing Fee on each Distribution Date on or prior to the Trust Termination Date payable in arrears. The "Servicing Fee" shall be the aggregate of the Monthly Servicing Fees specified in the Supplements. The Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for payment in accordance with the terms of the Supplements.

The Servicer's expenses include the amounts due to the Trustee pursuant to Section 11.5 and the reasonable fees and disbursements of independent accountants and all other expenses (including costs of collection and legal fees) incurred by the Servicer in connection with its activities hereunder, and including all other fees and expenses of the Trust not expressly stated herein to be for the account of or payable by the Certificateholders, the Seller or the Trust; provided that the Servicer shall not be responsible for paying federal, state or local income or franchise taxes, if any, of the Seller, the Trust or any Certificateholder. The Servicer shall be required to pay such expenses for its own account, and shall not be entitled to any payment therefor other than the Servicing Fee. The Servicer shall be solely responsible for all fees and expenses incurred by or on behalf of the Servicer in connection herewith and the Servicer shall not be entitled to any fee or other payment from, or claim on, any of the Trust Assets (other than the Servicing Fee).

SECTION 3.3. Representations, Warranties and Covenants of the Servicer. (a) DFS, as Servicer, hereby makes, and any Successor Servicer by its appointment hereunder shall make, on each Closing Date (and on the date of any such appointment) the following representations, warranties and covenants:

(i) Organization and Good Standing. Such party is a corporation duly organized, validly existing and in good standing under the applicable laws of the state of its incorporation and has, in all material respects, full corporate power, authority and legal rights to own its properties and conduct its wholesale receivable servicing business as such properties are presently owned and as such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and the applicable Supplement.

(ii) Due Qualification. Such party is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction in which the servicing of the Receivables as required by this Agreement requires such qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder and under each Supplement.

(iii) Due Authorization. The execution, delivery, and performance of this Agreement and the applicable Supplement has been duly authorized by such party by all necessary corporate action on the part thereof and are within its corporate powers.

(iv) Binding Obligation. This Agreement and each applicable Supplement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect, affecting the enforcement of creditors' rights and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity).

(v) No Violation. The execution and delivery of this Agreement and the applicable Supplement by such party, the performance of the transactions contemplated by this agreement and the applicable Supplement and the fulfillment of the terms hereof and thereof applicable to such party shall not conflict with or violate any Requirements of Law applicable to such party or conflict with, violate, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it is bound.

(vi) No Proceedings. There are no proceedings or, to the best knowledge of such party, investigations, pending or threatened against such party before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement and the applicable Supplement, seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement and the applicable Supplement, or seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement and the applicable Supplement.

(vii) No Consents. No authorizations, consents, orders or approvals of or notices to or registrations or declarations or filings with any Governmental Authority are required to be obtained, effected or given by the Servicer in connection with the due execution and delivery of this Agreement and each Supplement by the Servicer and the performance of the transactions contemplated by this Agreement and each Supplement by

the Servicer, except for those that have been duly obtained, effected or given and are in full force and effect.

(viii) Compliance with Requirements of Law. Such party shall duly satisfy all obligations on its part to be fulfilled under or in connection with the Receivables and the Accounts, shall maintain in effect all qualifications required under Requirements of Law in order to service properly the Receivables and the Accounts and shall comply in all material respects with all Requirements of Law in connection with servicing the Receivables and the Accounts the failure to comply with which would have a material adverse effect on the interests of Beneficiaries.

(ix) No Rescission or Cancellation. Such party shall not permit any rescission or cancellation of a Receivable except as ordered by a court of competent jurisdiction or other Governmental Authority; provided that this clause (ix) shall not prohibit a negotiated work-out of defaulted Receivables that enhances the Trust's recovery in respect of such Receivables.

(x) Protection of Beneficiaries Rights. Such party shall take no action, nor omit to take any action, which would impair the rights of Beneficiaries in the Receivables nor shall it reschedule, revise or defer payments due on any Receivable except in accordance with the Financing Guidelines (or other servicing standards required hereunder in the case of a Successor Servicer).

(xi) Negative Pledge. Except for the conveyance hereunder to the Trustee and the conveyances of Participation Interests permitted by the Receivables Contribution and Sale Agreement, the Servicer shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on, any Receivable sold and assigned to the Trust, whether now existing or hereafter created, or any interest therein, and the Servicer shall defend the rights, title and interest of the Trust in, to and under any Receivable sold and assigned to the Trust, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller or the Servicer.

(b) Notice of Breach. The representations and warranties set forth in this Section 3.3 shall survive the transfer and assignment of the Receivables to the Trust and the issuance of the Certificates. Upon discovery by the Seller, the Servicer or a Responsible Officer of the Trustee of a breach of any of the representations and warranties or covenants set forth in this Section 3.3, the party discovering such breach shall give prompt written notice to the other parties and to any Enhancement Providers.

(c) Purchase. In the event any covenant under Section 3.3(a)(viii), (ix) or (x) has not been complied with in any material respect with respect to any Receivable or Account and such non-compliance has a material adverse effect on the Certificateholders' Interest in such Receivable or Account, then, within 30 days (or such longer period as may be agreed to by the Trustee) of the earlier to occur of the discovery of any such event by the Seller or the Servicer, or receipt by the Seller or the Servicer of written notice of any such event given by the Trustee or any Enhancement Providers, the Servicer shall purchase such Receivable or, in the case of non-

compliance with respect to an Account, all Receivables in such Account, on the Determination Date immediately succeeding the expiration of such 30-day period (or such longer period as may be agreed to by the Trustee) on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such purchase shall be required to be made with respect to such Receivable if, by the end of such 30-day period (or such longer period as may be agreed to by the Trustee) the non-compliance shall have been remedied in all material respects and any material adverse effect caused thereby shall have been cured. The Servicer shall effect such purchase by depositing in the Collection Account in immediately available funds an amount equal to the Purchase Price of such Receivable. Any such deposit of such Purchase Price into the Collection Account shall be considered a Transfer Deposit Amount and shall be applied in accordance with the terms of this Agreement.

Upon each such payment of such Purchase Price, the Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Servicer, without recourse, representation or warranty (other than the representation that the Trustee has not sold, transferred or assigned an interest in the Receivables), all right, title and interest of the Trust in and to such Receivables, all monies due or to become due with respect thereto and all proceeds thereof and the related Collateral Security. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested and prepared by the Servicer to effect the conveyance of any such Receivables pursuant to this Section. The obligation of the Servicer to purchase such Receivables, and to make the deposits required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders or the Trustee on behalf of Certificateholders.

SECTION 3.4. Reports and Records for the Trustee. On or before each Distribution Date, with respect to each outstanding Series, the Servicer shall deliver to any Enhancement Providers, the Rating Agencies, the Trustee and each Investor Certificateholder a Distribution Date Statement for such Distribution Date substantially in the form specified in the related Supplement.

SECTION 3.5. Annual Servicer's Certificate and Assertion. The Servicer shall deliver to the Rating Agencies, the Trustee, any Agent and any Enhancement Providers on or before March 31 of each calendar year,

(a) an Officer's Certificate substantially in the form of Exhibit C stating that (i) a review of the activities of the Servicer during the preceding calendar year (or part of the preceding calendar year in the case of the first Officers' Certificate) and of its performance under this Agreement was made under the supervision of the officer signing such certificate and
(ii) to the best of such officer's knowledge, based on such review, the Servicer has performed in all material respects its obligations under this Agreement and each Supplement throughout such year (or part of such year, as applicable), or, if there has been a material default in the performance of any such obligation, specifying each such default known to such officer and the nature and status thereof, and

(b) an assertion (made in accordance with generally accepted auditing standards) addressed to a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer or to the Seller, stating that (i) the Servicer is responsible for compliance with the servicing requirements in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.9 of this Agreement and Article IV of this Agreement, and the applicable provisions of the Supplements for the outstanding Series, and (ii) based upon the evaluation of the Servicer's compliance with the aforementioned sections of this Agreement and the applicable provisions of the Supplements for the outstanding Series throughout such year, the Servicer believes that it was in compliance with the aforementioned sections of this Agreement and the applicable provisions of the Supplements for the outstanding Series in all material respects, or, if there has been a material default in the performance of any such obligations, specifying such default known to the Servicer and the nature and the status thereof.

SECTION 3.6. Annual Independent Public Accountants' Attestation and Agreed Upon Procedures Report. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Rating Agencies, each Agent and each Enhancement Provider on or before March 31 of each year, a report addressed to the Servicer and the Trustee, to the effect that they have examined the assertion prepared by the Servicer on the Servicer's compliance with the servicing requirements in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.9 of this Agreement and Article IV of this Agreement, and the applicable provisions of the Supplements for the outstanding Series, and that based upon examination of such assertion, the Servicer was in compliance with this Agreement and the applicable provisions of the Supplements for the outstanding Series throughout such year (or part of such year, as applicable), in all material respects, or, if there has been a material default in the performance of any such obligations, specifying such default of the Servicer and the nature thereof.

(b) On or before March 31 of each calendar year, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or Seller) to furnish a report (addressed to the Trustee) to the Trustee, each Agent, the Servicer, each Rating Agency and each Enhancement Provider to the effect that they have performed certain agreed upon procedures (and which reports the results of those procedures), which were agreed to by the Servicer, solely to assist in evaluating the Servicer's assertion as to the Servicer's compliance with the servicing requirements in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 and 3.9 of this Agreement and Article IV of this Agreement, and the applicable provisions of the Supplements for the outstanding Series.

(c) A copy of each statement, certificate, assertion or report provided pursuant to Section 3.4, 3.5 or 3.6 may be obtained by any Investor Certificateholder or Certificate Owner by a request to the Trustee addressed to the Corporate Trust Office.

SECTION 3.7. Tax Treatment. The Seller has entered into this Agreement and the Investor Certificates have been (or shall be) issued with the intention that the Investor Certificates shall qualify as indebtedness secured by the Receivables for Federal income taxes, state and local income and franchise taxes (if such franchise taxes are imposed on or measured

by income) and any other taxes imposed on or measured by income. The Seller, the Servicer, each Beneficiary and each Certificateholder and Certificate Owner, by the acceptance of its Certificate or Book-Entry Certificate or an interest in a Certificate or a Book-Entry Certificate, as applicable, agrees to treat the Investor Certificates as indebtedness secured by the Receivables for Federal income taxes, state and local income and franchise taxes (if such franchise taxes are imposed on or measured by income) and any other taxes imposed on or measured by income.

SECTION 3.8. Notices to DFS. In the event DFS is no longer acting as Servicer, any Successor Servicer appointed pursuant to Section 10.2 shall deliver or make available to DFS, as the case may be, each certificate and report required to be prepared, forwarded or delivered thereafter pursuant to Sections 3.4, 3.5 or 3.6.

SECTION 3.9. Adjustments. (a) If the Servicer adjusts downward the amount of any Principal Receivable because of a rebate, refund, credit adjustment or billing error to a Dealer, or because such Receivable was created in respect of a Product which was refused or returned by a Dealer, then, in any such case, the Seller's Participation Amount shall be automatically reduced by the amount of the adjustment. Furthermore, if following such a reduction the Pool Balance would be less than the Required Participation Amount on the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date immediately following such Determination Date), then the Seller shall be required to pay an amount equal to such deficiency (up to the amount of such adjustment) into the Collection Account on the day on which such reduction occurs (each such payment an "Adjustment Payment").

(b) If (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any Receivable in respect of which a dishonored check is received shall be deemed not to have been paid.

ARTICLE IV

Rights of Holders and
Allocation and Application of Collections

SECTION 4.1. Rights of Holders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive pari passu, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Enhancement (collectively, with respect to all Series, the "Certificateholders' Interest");

provided that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Enhancement for the benefit of any other Series or Class; provided, further, that allocations to a Series other than the Dealer Overconcentration Series are subject to allocations to the Dealer Overconcentration Series. The Seller's Certificate shall represent a fractional undivided interest in the Trust, which shall consist of the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or in any Supplement to be paid to the Seller on behalf of all holders of the Seller's Certificates (the "Seller's Interest"), and shall evidence the interest in the Trust not allocated to the Certificateholders' Interest; provided, however, that the Seller's Certificates shall not represent any interest in the Collection Account, any Series Account or any Enhancement, except as specifically provided in this Agreement or any Supplement.

SECTION 4.2. Establishment of the Collection Account. The Trustee has established and maintained, and shall continue to maintain, in the name of the Trust an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders and the other Beneficiaries (the "Collection Account"). The Trustee shall possess all right, title and interest in all funds from time to time on deposit in, and all Eligible Investments credited to, the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders and the other Beneficiaries. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall, within 10 days after such occurrence, establish a substitute Eligible Deposit Account as the Collection Account, instruct the Trustee to transfer any cash and/or any Eligible Investments to such new Collection Account and, from the date any such substitute account is established, such account shall be the Collection Account. Neither the Seller nor the Servicer, nor any Person claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Collection Account. Pursuant to the authority granted to the Servicer in Section 3.1, the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer's or Trustee's duties specified in this Agreement.

All Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders and the other Beneficiaries. Funds on deposit in the Collection Account shall at the direction of the Servicer be invested by the Trustee solely in Eligible Investments that shall mature so that such funds shall be available by the close of business on the Business Day preceding the next Distribution Date (or on or before 10:00 a.m. on such next Distribution Date in the case of Eligible Investments in respect of which the Trustee is the obligor). Any request by the Servicer to invest funds in the Collection Account shall be in writing and shall certify that the requested investment is an Eligible Investment that matures at or prior to the time required hereby. As of each Determination Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account received on such Determination Date shall be credited to the Collection Account. Schedule 2, which is hereby incorporated into and made part of this Agreement, identifies the Collection Account by setting forth the account number of such account, the account designation of such account and the name of the Eligible Institution with which such account has been established. If a substitute Collection Account is established pursuant to this Section 4.2, the Servicer shall provide to the

Trustee an amended Schedule 2, setting forth the relevant information for such substitute Collection Account.

SECTION 4.3. Allocations and Applications of Collections and Other Funds. (a) Except as otherwise provided in Sections 4.3(b) and (c), the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day after such Date of Processing.

(b) Notwithstanding anything in this Agreement to the contrary, for so long as (i) DFS remains the Servicer hereunder, (ii) no Servicer Default has occurred and is continuing and (iii) (x) DFS arranges for and maintains a letter of credit or other form of Enhancement in respect of the Servicer's obligations to make deposits of collections on the Receivables in the Collection Account that is acceptable in form and substance to each Rating Agency and any Agents or (y) DFS otherwise obtains the Rating Agency confirmations described below, then, subject to any limitations in the confirmations described below, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in Section 4.3(a), but may make a single deposit into the Collection Account in same-day funds not later than 12:00 noon, New York City time, on the Business Day immediately preceding the Distribution Date in a net amount equal to the amount which would have been on deposit with respect to the immediately preceding Collection Period in the Collection Account; provided, however, that prior to ceasing daily deposits as described above the Seller shall have delivered to the Trustee written confirmation from each of the Rating Agencies that the failure by DFS to make daily deposits shall not result in a reduction or withdrawal of the rating of any outstanding Series or Class.

(c) Subject to Section 4.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any Collection Period, whether the Servicer is required to make deposits of Collections pursuant to paragraph
(a) or (b) above, (i) the Servicer shall only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into all Series Accounts or, without duplication, distributed on the related Distribution Date to all Investor Certificateholders, to each Agent or to each Enhancement Provider pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer shall be permitted to withdraw the excess from the Collection Account.

The Servicer may make any deposits, distributions or payments under this Agreement or a Supplement net of any amounts to be distributed or paid to the Servicer under this Agreement or a Supplement; provided that the Servicer shall account for such deposits, distributions and payments as if such amounts were deposited, distributed or paid separately without such netting. The Servicer shall net the portion of its Monthly Servicing Fee allocated to a particular Series for a Distribution Date only if amounts deposited in the Collection Account for that Distribution Date otherwise would be sufficient to pay the amounts that are payable to that Series on such Distribution Date.

(d) Subject to Section 4.5, collections of Non-Principal Receivables and Principal Receivables, Defaulted Amounts and Miscellaneous Payments shall be allocated to

each Series from and after the related Series Cut-Off Date as specified in the related Supplement, and amounts so allocated to any Series shall not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders' Interest and the Seller's Interest, among the Series in any group and among the Classes in any Series shall be set forth in the related Supplement or Supplements.

(e) With respect to a receivable in which a Receivable and a Participation Interest are undivided interests, the Servicer shall instruct the Trustee in writing to distribute (and the Trustee shall distribute) the portion of a collection allocable to such Participation Interest from the Collection Account (to the extent it has been deposited into the Collection Account) to the Servicer not later than one month after the deposit of such portion into the Collection Account.

SECTION 4.4. Unallocated Principal Collections. On each Distribution Date, (a) the Servicer shall allocate Excess Principal Collections (as described below) to each Series as set forth in the related Supplement and (b) the Servicer shall instruct the Trustee in the Distribution Date Statement for such Distribution Date to withdraw from the Collection Account and pay to the Seller
(i) an amount equal to the excess, if any, of (x) the aggregate amount, if any, for all outstanding Series of Collections of Principal Receivables which the related Supplements specify are to be treated as "Excess Principal Collections" with respect to such Distribution Date, over (y) the aggregate amount, if any, for all outstanding Series which the related Supplements specify are "Principal Shortfalls" with respect to such Distribution Date and, without duplication,
(ii) the aggregate amount for all outstanding Series of that portion of Principal Collections which the related Supplements specify are to be allocated and paid to the Seller with respect to such Distribution Date; provided, however, that, in the case of clauses (i) and (ii), such amounts shall be paid to the Seller only if the Unconcentrated Pool Balance for such Distribution Date (determined after giving effect to any Principal Receivables transferred to the Trust on such date) exceeds the Required Participation Amount for the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date). The amount held in the Collection Account as a result of the proviso in the preceding sentence ("Unallocated Principal Collections") shall be paid to the Seller at the time the Unconcentrated Pool Balance exceeds the Required Participation Amount for the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date immediately following such Determination Date); provided, however, that any Unallocated Principal Collections on deposit in the Collection Account at any time during which any Series is in its amortization period, accumulation period or Early Amortization Period shall be deemed to be "Miscellaneous Payments" and shall be allocated and distributed in accordance with Sections 4.3 and 4.5 and the terms of each Supplement.

SECTION 4.5. Allocations to the Dealer Overconcentration Series. (a) On each Determination Date, the Servicer shall determine whether a Dealer Overconcentration exists with respect to any Dealer, and, if any Dealer Overconcentration does exist, shall calculate the Overconcentration Percentage for each Overconcentrated Dealer. For so long as a Dealer Overconcentration exists, Principal Collections, Non-Principal Collections, Defaulted Amounts and Miscellaneous Payments related to an Overconcentrated Dealer shall be allocated in accordance with paragraph (b) of this Section.

(b) Notwithstanding any other provision of this Agreement, (a) the Overconcentration Percentage of (i) all Principal Collections relating to each Overconcentrated Dealer, (ii) all Non-Principal Collections relating to each Overconcentrated Dealer, and (iii) all Defaulted Amounts and Miscellaneous Payments relating to each Overconcentrated Dealer with respect to each Collection Period shall be allocated to the Dealer Overconcentration Series, and
(b) the Unconcentrated Percentage of (i) all Principal Collections relating to each Overconcentrated Dealer, (ii) all Non-Principal Collections relating to each Overconcentrated Dealer, and (iii) all Defaulted Amounts and Miscellaneous Payments relating to each Overconcentrated Dealer shall be allocated among the Seller's Interest and the Certificateholders' Interest of the outstanding Series (other than the Dealer Overconcentration Series).

ARTICLE V

Distributions and Reports to
Certificateholders

Distributions shall be made to, and reports shall be provided to, Certificateholders as set forth in the applicable Supplement.

ARTICLE VI

The Certificates

SECTION 6.1. The Certificates. The Investor Certificates of any Series or Class may be issued (a) in fully registered form ("Registered Certificates") and shall be substantially in the form of the exhibits with respect thereto attached to the applicable Supplement, or (b) in uncertificated form. The Deutsche FRLP Certificate was issued to the Seller in registered form. If specified in any Supplement, the Investor Certificates of any Series or Class shall be issued upon initial issuance as a single certificate evidencing the aggregate original principal amount of such Series or Class as described in
Section 6.11. The Deutsche FRLP Certificate shall be a single certificate and shall initially represent the entire Seller's Interest. Each Certificate shall be executed by manual or facsimile signature on behalf of the Seller by its President or any Vice President. Certificates bearing the manual or facsimile signature of the individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Seller shall not be rendered invalid, notwithstanding that such individual ceased to be so authorized prior to the authentication and delivery of such Certificates or does not hold such office at the date of such Certificates. No Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Registered Certificates and Seller's Certificates shall be dated the date of their authentication.

SECTION 6.2. Authentication of Certificates. The Trustee shall authenticate and deliver the Investor Certificates of each Series and Class that are issued upon original issuance to

or upon the order of the Seller, which order may be given under normal or facsimile signature. The Trustee authenticated and delivered the Deutsche FRLP Certificate to the Seller simultaneously with its delivery of the Investor Certificates of the first Series issued hereunder. If specified in the related Supplement for any Series or Class, the Trustee shall authenticate and deliver outside the United States the Global Certificate that is issued upon original issuance thereof.

SECTION 6.3. New Issuances. (a) The Seller may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series pursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.

(b) On or before the Series Issuance Date relating to any new Series, the parties hereto shall execute and deliver a Supplement which shall specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to issue the Investor Certificates of such new Series on the related Closing Date and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:

(i) on or before the fifth Business Day immediately preceding the Series Issuance Date (or in the case of the Dealer Overconcentration Series or the Series designated as "Series 2000-1" or "Series 2000-2", on or before the Series Issuance Date of such Series), the Seller shall have given the Trustee, the Servicer, each Rating Agency, any Agent and any Enhancement Provider written notice of such issuance and the anticipated date on which such Series will be issued;

(ii) the Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;

(iii) the Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;

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

(v) such issuance shall not result in the occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee, any Agent and any Enhancement Provider a certificate of a Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Seller reasonably believes that such issuance shall not result in the occurrence of an Early Amortization Event and is not reasonably expected to result in the occurrence of an Early Amortization Event at any time in the future;

(vi) the Seller shall have delivered to the Trustee and any Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance;

(vii) the result obtained by multiplying (x) the Seller's Participation Amount by (y) the percentage equivalent of the portion of the Seller's Interest represented by the Deutsche FRLP Certificate, shall not be less than 2% of the Pool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance;

(viii) if there are any Delayed Funding Receivables in the Pool Balance, the conditions in clauses (v) and (vii) shall also be satisfied after excluding from the Pool Balance all Principal Receivables that are Delayed Funding Receivables; and

(ix) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the conditions precedent in this
Section 6.3(b) have been satisfied; and

Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and issue to the Seller the Investor Certificates, if any, of such Series for execution and redelivery to the Trustee for authentication.

(c) The Seller may surrender the Deutsche FRLP Certificate to the Trustee in exchange for a newly issued Deutsche FRLP Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement to this Agreement (which Supplement shall be subject to Section 13.1 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Seller (or the holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:

(i) the result obtained by multiplying (x) the Seller's Participation Amount (determined in accordance with Section 2.5(a)) by (y) the percentage equivalent of the portion of the Seller's Interest represented by the Deutsche FRLP Certificate, shall not be less than 2% of the Pool Balance (determined in accordance with Section 2.5(a)), in each case as of the date of, and after giving effect to, such exchange;

(ii) the Rating Agency Condition shall have been satisfied with respect to such exchange (or transfer or exchange as provided below);

(iii) the Seller shall have delivered to the Trustee, any Agent and any Enhancement Provider a Tax Opinion, dated the date of such exchange (or transfer or exchange as provided below), with respect to such transfer and exchange; and

(iv) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the conditions precedent in this
Section 6.3(c) shall have been satisfied.

The Deutsche FRLP Certificate shall at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (ii) and (iii) above.

(d) Notwithstanding anything to the contrary in this Agreement, any Series may be issued in uncertificated form, i.e., without being evidenced by a certificate of any kind. This is in addition to, and is not the same as, the fact that certificates of a Series may be issued as Book-Entry Certificates. All references in this Agreement or a Supplement (x) to a Series shall be deemed to refer also to an uncertificated Series, and (y) to Certificateholders of a Series shall be deemed to refer also to the holder or holders of an uncertificated Series.

SECTION 6.4. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.15 a register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and the Dealer Overconcentration Series, and of transfers and exchanges of the Registered Certificates and the Dealer Overconcentration Series, as herein provided. The Transfer Agent and Registrar shall initially be the Trustee and any co-transfer agent and co-registrar chosen by the Seller and acceptable to the Trustee. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise.

Subject to paragraph (c) below, upon surrender for registration of transfer of any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations shall be executed, authenticated and delivered, in the name of the designated transferee or transferees.

At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations upon surrender of the Registered Certificates to be exchanged at any such office or agency.

The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate.

Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, the Trustee shall authenticate, and the Transfer Agent and Registrar shall deliver the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-in-fact thereof duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Investor Certificates or the Dealer Overconcentration Series, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange.

All Investor Certificates surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in full for Definitive Euro-Certificates and shall deliver a certificate of destruction to the Seller. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.11 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates.

The Seller shall execute and deliver to the Trustee Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Certificates.

(b) The Transfer Agent and Registrar shall maintain at its expense in the Borough of Manhattan, The City of New York, an office or agency where Investor Certificates may be surrendered for registration of transfer or exchange.

(c) (i) Registration of transfer of Investor Certificates containing a legend to the effect set forth on Exhibit D-1 shall be effected only if such transfer is made pursuant to an effective registration statement under the Act, or is exempt from the registration requirements under the Act. In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Act, the transferor or the transferee shall deliver, at its expense, to the Seller, the Servicer and the Trustee, an investment letter from the transferee, substantially in the form attached to the applicable Supplement, and no registration of transfer shall be made until such letter is so delivered.

Investor Certificates issued upon registration or transfer of, or Investor Certificates issued in exchange for, Investor Certificates bearing the legend referred to above shall also bear such legend unless the Seller, the Servicer, the Trustee and the Transfer Agent and Registrar receive an opinion of counsel, satisfactory to each of them, to the effect that such legend may be removed.

Whenever an Investor Certificate containing the legend referred to above is presented to the Transfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions from the Servicer regarding such transfer and shall be entitled to receive and conclusively rely upon instructions signed by a Servicing Officer prior to registering any such transfer. The Seller hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause (i).

(ii) Registration of transfer of Investor Certificates containing a legend to the effect set forth on Exhibit D-2 shall be effected only if such transfer is made to a Person which is not an employee benefit plan, trust or account, including an individual retirement account, that is subject to ERISA or that is described in
Section 4975(e)(1) of the Code or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"). By accepting and holding any such Investor Certificate, an Investor Certificateholder shall be deemed to have represented and

warranted that it is not a Benefit Plan. With respect to any such Certificate that is a Book-Entry Certificate, by acquiring any interest in such Book-Entry Certificate a Certificate Owner shall be deemed to have represented and warranted that it is not a Benefit Plan.

SECTION 6.5. Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee that such Certificate has been acquired by a bona fide purchaser, the Seller shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and aggregate fractional undivided interest. In connection with the issuance of any new Certificate under this Section, the Trustee or the Transfer Agent and Registrar may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and Transfer Agent and Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

SECTION 6.6. Persons Deemed Owners. The Trustee, the Transfer Agent and Registrar and any agent of any of them may prior to due presentation of a Registered Certificate for registration of transfer, treat the Person or Persons in whose name any Registered Certificate is registered as the owner of such Registered Certificate for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever; and, in any such case, neither the Trustee, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary. Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Seller, the Servicer, any other holder of a Seller's Certificate or any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Seller, the Servicer, any other holder of a Seller's Certificate or any Affiliate thereof.

SECTION 6.7. Access to List of Registered Certificateholders' Names and Addresses. The Trustee shall furnish or cause to be furnished by the Transfer Agent and Registrar to the Servicer, within five Business Days after receipt by the Trustee of a request therefor, a list in such form as the Servicer may reasonably require, of the names and addresses of the Registered Certificateholders. If three or more holders of Investor Certificates (the "Applicants") apply to the Trustee, and such application states that the Applicants desire to

communicate with other Investor Certificateholders with respect to their rights under this Agreement or any Supplement or under the Investor Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been indemnified to its reasonable satisfaction by such Applicants for its costs and expenses, shall afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Registered Certificateholders of such Series or all outstanding Series, as applicable, held by the Trustee, within five Business Days after the receipt of such application. Such list shall be as of a date no more than 45 days prior to the date of receipt of such Applicants' request.

Every Registered Certificateholder, by receiving and holding a Registered Certificate, agrees with the Trustee that neither the Trustee, the Transfer Agent and Registrar, nor any of their respective agents, shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Registered Certificateholders hereunder, regardless of the sources from which such information was derived.

SECTION 6.8. Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Depository, by, or on behalf of, the Seller. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner shall receive a physical certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.10. Unless and until certificated, fully registered Investor Certificates ("Definitive Certificates") have been issued to the applicable Certificate Owners pursuant to Section 6.10 or as otherwise specified in any such Supplement:

(a) the provisions of this Section shall be in full force and effect;

(b) the Seller, the Servicer and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;

(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and

(d) the rights of the respective Certificate Owners shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to
Section 6.10, the Depository shall make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Depository Participants.

For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.

SECTION 6.9. Notices to Depository. Whenever any notice or other communication is required to be given to Investor Certificateholders of any Series or Class with respect to which Book-Entry Certificates have been issued, unless and until Definitive Certificates shall have been issued to the related Certificate Owners, the Trustee shall give all such notices and communications to the applicable Depository.

SECTION 6.10. Definitive Certificates. If Book-Entry Certificates have been issued with respect to any Series or Class and (a) the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities under the Depository Agreement with respect to such Series or Class, and the Trustee or the Seller is unable to locate a qualified successor, (b) the Seller, at its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to such Series or Class through the Depository or (c) after the occurrence of a Servicer Default, Certificate owners of such Series or Class evidencing more than 50% of the aggregate unpaid principal amount of such Series or Class the Certificates of which are registered in the name of DTC or its nominee advise the Trustee in writing and the Depository through the Depository Participants that the continuation of a book-entry system with respect to the Investor Certificates of such Series or Class through the Depository is no longer in the best interests of the Certificate Owners with respect to such Certificates, then the Trustee shall notify all Certificate Owners of such Certificates, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of any such Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall authenticate and deliver such Definitive Certificates to such Certificate Owners. Neither the Seller nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder.

SECTION 6.11. Global Certificate; Exchange Date. (a) If specified in the related Supplement for any Series or Class, the Investor Certificates shall initially be issued in the form of a single temporary global Certificate (the "Global Certificate") in bearer form, without interest coupons, in the denomination of the entire aggregate principal amount of such Series or Class and substantially in the form set forth in the exhibit with respect thereto attached to the related Supplement. The Global Certificate shall be authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Certificates. The Global Certificate may be exchanged as described below for Registered Certificates in definitive form (the "Definitive Euro-Certificates").

(b) The Manager shall, upon its determination of the date of completion of the distribution of the Investor Certificates of such Series or Class, so advise the Trustee, the Seller, the Common Depositary, and each Foreign Clearing Agency forthwith. A United States institutional investor may exchange the portion of the Global Certificate beneficially owned by it only for an equal aggregate principal amount of Registered Certificates bearing the applicable legend set forth in the form of Registered Certificate attached to the related Supplement and having a minimum denomination of $500,000, which may be in temporary form if the Seller so elects. The Seller may waive the $500,000 minimum denomination requirement if it so elects, by delivery of an Officer's Certificate to the Trustee to such effect. Upon any demand for exchange for Definitive Euro-Certificates in accordance with this paragraph, the Seller shall cause the Trustee to authenticate and deliver the Definitive Euro-Certificates to the Holder and according to the instructions of the Holder, in the case of Registered Certificates, but in either case only upon presentation to the Trustee of a written statement substantially in the form of Exhibit F-1 with respect to the Global Certificate or portion thereof being exchanged, signed by a Foreign Clearing Agency and dated on the Exchange Date or a subsequent date, to the effect that it has received in writing or by tested telex a certification substantially in the form of (i) in the case of beneficial ownership of the Global Certificate or a portion thereof being exchanged by a United States institutional investor pursuant to the second preceding sentence, the certificate in the form of Exhibit F-2 signed by the Manager which sold the relevant Certificates or (ii) in all other cases, the certificate in the form of Exhibit F-3, the certificate referred to in this clause (ii) being dated on the earlier of the first actual payment of interest in respect of such Certificates and the date of the delivery of such Certificate in definitive form. Upon receipt of such certification, the Trustee shall cause the Global Certificate to be endorsed in accordance with paragraph (d) below. Any exchange as provided in this Section shall be made free of charge to the holders and the beneficial owners of the Global Certificate and to the beneficial owners of the Definitive Euro-Certificates issued in exchange, except that a Person receiving Definitive Euro-Certificates must bear the cost of insurance, postage, transportation and the like in the event that such Person does not receive such Definitive Euro-Certificates in person at the offices of a Foreign Clearing Agency.

(c) The delivery to the Trustee by a Foreign Clearing Agency of any written statement referred to above may be relied upon by the Seller and the Trustee as conclusive evidence that a corresponding certification or certifications has or have been delivered to such Foreign Clearing Agency pursuant to the terms of this Agreement.

(d) Upon any such exchange of all or a portion of the Global Certificate for a Definitive Euro-Certificate or Certificates, such Global Certificate shall be endorsed by or on behalf of the Trustee to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such Definitive Euro-Certificate or Certificates. Until so exchanged in full, such Global Certificate shall in all respects be entitled to the same benefits under this Agreement as Definitive Euro-Certificates authenticated and delivered hereunder except that the beneficial owners of such Global Certificate shall not be entitled to receive payments of interest on the Certificates until they have exchanged their beneficial interests in such Global Certificate for Definitive Euro-Certificates.

SECTION 6.12. Meetings of Certificateholders. (a) Notice of any meeting of Investor Certificateholders, setting forth the time and place of such meeting and in general terms

the action proposed to be taken at such meeting, shall be given in accordance with Section 13.5, the first mailing and publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of Investor Certificateholders a Person shall be (i) a Holder of one or more Investor Certificates of the applicable Series or Class or
(ii) a Person appointed by an instrument in writing as proxy by the Holder of one or more such Investor Certificates. The only Persons who shall be entitled to be present or to speak at any meeting of Investor Certificateholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Seller, the Servicer and the Trustee and their respective counsel.

(b) At a meeting of Investor Certificateholders, Persons entitled to vote Investor Certificates evidencing a majority of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may be, shall constitute a quorum. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum at any such meeting, the meeting may be adjourned for a period of not less than 10 days; in the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting further adjourned for lack of a quorum, the Persons entitled to vote Investor Certificates evidencing at least 25% of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may be, shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding applicable Investor Certificates which shall constitute a quorum.

(c) Any Investor Certificateholder who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Investor Certificateholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Subject to the provisions of Section 13.1, any resolution passed or decision taken at any meeting of Investor Certificateholders duly held in accordance with this Section shall be binding on all Investor Certificateholders whether or not present or represented at the meeting.

(d) The Trustee shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of Investor Certificates evidencing a majority of the aggregate unpaid principal amount of Investor Certificates of the applicable Series or Class or all outstanding Series, as the case may be, represented at the meeting. No vote shall be cast or counted at any meeting in respect of any Investors Certificate challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as an Investor Certificateholder or proxy. Any meeting of Investor Certificateholders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

(e) The vote upon any resolution submitted to any meeting of Investor Certificateholders shall be by written ballot on which shall be subscribed the signatures of Investor Certificateholders or proxies and on which shall be inscribed the serial number or numbers of the Investor Certificates held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Investor Certificateholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Servicer and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE VII

Other Matters Relating
to the Seller

SECTION 7.1. Liability of the Seller. The Seller shall be liable for all obligations, covenants, representations and warranties of the Seller arising under or related to this Agreement. Except as provided in the preceding sentence, the Seller shall be liable only to the extent of the obligations specifically undertaken by it in its capacity as Seller hereunder.

SECTION 7.2. Limitation on Liability of the Seller. Subject to Sections 7.1, 7.3 and 7.4, neither the Seller, any of its partners, employees or agents, nor any of the shareholders, directors, officers, employees or agents of such partners in its capacity as Seller shall be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in the capacity as Seller pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Seller or any such Person against any liability which would otherwise be imposed by reason of wilful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Seller and any of its partners and any director or officer or employee or agent of the Seller or any of its partners may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

SECTION 7.3. Seller Indemnification of the Trust and the Trustee. The Seller shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the other Beneficiaries, and the Trustee, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Trust or the Trustee pursuant to this Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection

with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Seller shall not indemnify the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty or wilful misconduct by the Trustee; and provided further that the Seller shall not indemnify the Trust, Trustee or the Certificateholders or any other Beneficiaries for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of any Certificateholders or other Beneficiaries to the extent the Trustee is fully indemnified by such Certificateholders or other Beneficiaries with respect to such action and such action is inconsistent with their rights hereunder or with respect to any Federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Trust or any Certificateholder or other Beneficiary in connection herewith to any taxing authority. Subject to Section 7.1, any indemnification pursuant to this Section shall only be from (i) the excess of the Seller's Interest for any date of determination over the Required Participation Amount as of such date and
(ii) any other assets of the Seller not pledged to third parties or otherwise encumbered in a manner permitted by the Seller's agreement of limited partnership and shall only be made after payment in full of any amounts that the Seller is obligated to deposit in the Collection Account pursuant to this Agreement. Any indemnification under this Article VII shall survive the resignation or removal of the Trustee and the termination of this Agreement.

SECTION 7.4. Liabilities. Notwithstanding anything to the contrary in this Agreement, the Seller by entering into this Agreement, and any holder of any interest in the Seller's Certificate by its acceptance thereof, agree to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those incurred by an Investor Certificateholder in its capacity as an Investor Certificateholder) arising out of or based on the arrangement created by this Agreement or the actions of Servicer taken pursuant hereto (to the extent Trust Assets remaining after the Investor Certificateholders and Enhancement Providers, if any, have been paid in full are insufficient to pay any such losses, claims, damages or liabilities) as though this Agreement created a partnership under the Delaware Revised Uniform Partnership Act in which Seller and such holder of the Seller's Certificate were general partners.

ARTICLE VIII

Other Matters Relating to the Servicer

SECTION 8.1. Liability of the Servicer. The Servicer shall be liable under this Article VIII only to the extent of the obligations specifically undertaken by the Servicer in its capacity as Servicer.

SECTION 8.2. Merger or Consolidation of, or Assumption of, the Obligations of the Servicer. The Servicer shall not consolidate with or merge with any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(a) the Person formed by such consolidation or with which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any

State or the District of Columbia and, if the Servicer is not the surviving entity, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of the Servicer hereunder, and upon compliance with paragraph (b) below such Person shall be the Servicer; and

(b) the Servicer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with this
Section 8.2 and that all conditions provided for in paragraph (a) relating to such transaction have been complied with.

Neither this Section 8.2 nor any other part of this Agreement shall prevent or limit the sale or other transfer of shares of stock of DFS.

The Servicer (if DFS) shall notify the Rating Agencies promptly in the event that DFS ceases to be a wholly-owned indirect subsidiary of Deutsche Bank AG.

SECTION 8.3. Limitation on Liability of the Servicer and Others. Except as provided in Sections 8.1 and 8.4, neither the Servicer nor any of the directors or officers or employees or agents of the Servicer, shall be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer or any such person against any liability which would otherwise be imposed by reason of wilful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Receivables in accordance with this Agreement which in its reasonable opinion may involve it in any expense or liability.

SECTION 8.4. Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust, for the benefit of the Certificateholders and the other Beneficiaries, and the Trustee, from the Servicer's own funds, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer, the Trust or the Trustee pursuant to this Agreement, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trust or the Trustee if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty or wilful misconduct by the Trustee; and provided, further that the Servicer shall not indemnify the Trust, the Trustee or the Certificateholders or the other Beneficiaries (i) for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of the Certificateholders or any other Beneficiaries to the extent the Trustee is fully indemnified by such Certificateholders or other Beneficiaries with

respect to such action or (ii) with respect to any Federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Trust or the Certificateholders or the other Beneficiaries in connection herewith to any taxing authority or (iii) for any loss due to the financial inability of any Dealer to make payments on or with respect to any Receivable. Any indemnification under this Article VIII shall survive the termination of this Agreement and the resignation and removal of the Trustee.

SECTION 8.5. The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (a) the performance of its duties hereunder is no longer permissible under applicable law and (b) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.2 hereof. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer hereunder.

SECTION 8.6. Access to Certain Documentation and Information Regarding the Receivables. The Servicer shall provide to the Trustee access to the documentation regarding the Accounts and the Receivables in such cases where the Trustee is required in connection with the enforcement of the rights of the Certificateholders, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer's normal security and confidentiality procedures and (d) at offices designated by the Servicer. Nothing in this Section 8.6 shall derogate from the obligation of the Seller, the Trustee or the Servicer to observe any applicable law prohibiting disclosure of information regarding the Dealers and the failure of the Servicer to provide access as provided in this Section 8.6 as a result of such obligation shall not constitute a breach of this Section 8.6.

SECTION 8.7. Delegation of Duties. Subject to Section 3.1, in the ordinary course of business, the Servicer may at any time delegate any duties hereunder to any Person who agrees to conduct such duties in accordance with the Financing Guidelines (or, in the case of a Successor Servicer, the servicing standards required hereunder) and this Agreement. The Servicer shall give prompt written notice of any such delegation of a material function to the Rating Agencies, any Agent and any Enhancement Providers. Such delegation shall not relieve the Servicer of its liability and responsibility with respect to such duties, and shall not constitute a resignation within the meaning of Section 8.5 and the Rating Agency Condition shall have been satisfied with respect to such delegation prior to such delegation.

SECTION 8.8. Examination of Records. The Seller and the Servicer shall indicate generally in its computer files or other records that the Receivables arising in the Accounts have been conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders and the other Beneficiaries. The Seller and the Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer and other records to determine that such receivable is not a Receivable.

SECTION 8.9. Custodial Arrangements. (a) The Servicer shall maintain custody of all documents, instruments or records that evidence or relate to Receivables as custodian for the benefit of the Trustee and the Investor Certificateholders. The Trustee shall have no responsibility or liability for any acts or omissions or any negligence or wilful misconduct of the Servicer as such custodian.

(b) In performing its duties under this Section 8.9, the Servicer agrees to act with that degree of skill and care that it exercises with respect to similar documents, instruments or records that evidence or relate to receivables owned or serviced by it.

ARTICLE IX

Early Amortization Events

SECTION 9.1. Early Amortization Events. If any one of the following events shall occur:

(a) a failure by the Seller to convey Receivables in Additional Accounts to the Trust within five Business Days after the day on which it is required to convey such Receivables pursuant to this Agreement; or

(b) any Specified Party shall file a petition commencing a voluntary case under any chapter of the Federal bankruptcy laws; or any Specified Party shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or any Specified Party shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency or receivership of it or of any substantial part of its property; or any Specified Party shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or

(c) any order for relief against any Specified Party shall have been entered by a court having jurisdiction in the premises under any chapter of the Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of any Specified Party under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency or receivership of any Specified Party or of any substantial part of its property or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; or

(d) failure on the part of the Seller, the Servicer or DFS, as applicable, (i) to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required by the terms of this Agreement or the Receivables Contribution and Sale Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) with respect to any Series, to deliver a Distribution Date Statement within ten Business Days after notice from the Trustee of such failure to deliver such Distribution Date Statement, or (iii) in the case of the Seller duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.6(a) with respect to a Receivable, which failure, in the case of this clause (iii), has a material adverse effect on the interests of the Holders of the Investor Certificates and continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee or any Enhancement Provider; provided, however, that an Early Amortization Event pursuant to this clause (iii) shall not be deemed to have occurred if the Seller shall have repurchased the related Receivables or, if applicable, all of the Receivables during such period in accordance with the provisions of this Agreement; or
(iv) duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Servicer or DFS, as the case may be, set forth in this Agreement or the Receivables Contribution and Sale Agreement, which failure in the case of this clause (iv) has a material adverse effect on the interests of the Holders of the Investor Certificates and continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller and the Servicer by the Trustee or to the Seller and the Servicer and the Trustee by any Enhancement Provider; or

(e) any representation or warranty made by DFS in the Receivables Contribution and Sale Agreement or the Seller in this Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Seller pursuant to Section 2.1, 2.5, 2.7 or 2.8, (i) shall prove to have been incorrect in any material respect when made or when delivered, and shall continue to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee and (ii) as a result of such incorrectness the interests of the Holders of the Investor Certificates are materially and adversely affected (excluding, however, the representation and warranty made by the Seller pursuant to Section 2.3(j) if this Agreement constitutes the grant of a perfected security interest in the Receivables and the Collateral Security and the proceeds thereof under the UCC as then in effect; provided, however, that an Early Amortization Event shall not be deemed to have occurred under this paragraph if the Seller has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement; or

(f) the Trust or the Seller shall become an "investment company" within the meaning of the Investment Company Act;

then, subject to applicable law, and after the applicable grace period, if any, an amortization event (an "Early Amortization Event") shall occur without any notice or other action on the part of the Trustee, any Agent, the Certificateholders or any other Beneficiary, immediately upon the occurrence of such event.

SECTION 9.2. Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to the Seller or the Seller violates Section 2.6(a) for any reason, the Seller shall on the day such Insolvency Event or violation occurs (the "Appointment Date") immediately cease to transfer Receivables to the Trust and shall promptly give notice to the Trustee of such Insolvency Event or violation and the Trust shall be deemed to have terminated, subject to the liquidation, winding up and dissolution procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, Receivables transferred to the Trust prior to the occurrence of such Insolvency Event or violation and Collections in respect of such Receivables whenever created or accrued in respect of such Receivables, shall continue to be a part of the Trust. Within 15 days of the date on which the Trustee receives notice from the Seller of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (ii) above is first given from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate outstanding principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of such sale, disposition or liquidation of the Receivables and wish to continue having Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each Holder of a Supplemental Certificate to such effect, then the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables, or cause to be sold, disposed of or otherwise liquidated, in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, provided that if such sale, disposition or liquidation is being made solely on account of the Seller's violation of Section 2.6(a), then the Trustee shall effect such sale, disposition or liquidation, or cause such sale, disposition or liquidation to be effected, only if the net proceeds of such sale, disposition or liquidation, applied in accordance with Section 9.2(b), shall be sufficient to pay accrued and unpaid interest on each Series of Certificates plus the excess of the outstanding principal balance of each Series of Certificates over the unreimbursed investor charge-offs, if applicable, for such Series. The Trustee may obtain and conclusively rely upon a prior determination from any applicable conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.1 and 9.2 shall not be deemed to be mutually exclusive.

(b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a), net of all reasonable expenses incurred by the Trustee in connection with such sale, liquidation or other disposition, which shall be paid to the Trustee from such proceeds ("Insolvency Proceeds") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Non-Principal Receivables and Principal Receivables. The Insolvency Proceeds

shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

ARTICLE X

Servicer Defaults

SECTION 10.1. Servicer Defaults. If any one of the following events (a "Servicer Default") shall occur and be continuing with respect to the Servicer:

(a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or to give notice to the Trustee to make any payment, transfer or deposit or to take any action under any Enhancement Agreement on or before the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement, which failure is not cured within five Business Days after notice of such failure from the Trustee to the Servicer;

(b) failure on the part of the Servicer duly to observe or perform its covenant not to create any Lien on any Receivable which failure has a material adverse effect on the Certificateholders and which continues unremedied for a period of sixty (60) days after written notice to it of such failure; provided, however, that a "Servicer Default" shall not be deemed to have occurred if the Seller or the Servicer shall have repurchased the related Receivables or, if applicable, all of the Receivables during such period in accordance with the provisions of this Agreement;

(c) failure on the part of the Servicer duly to observe or perform any covenants or agreements of the Servicer set forth in this Agreement (other than with respect to those specified in clause (a) or (b) above and with respect to clauses (viii), (ix) and (x) under Section 3.3(a) hereof, to the extent the terms of Section 3.3(c) hereof have been complied with) which failure has a material adverse effect on the Certificateholders and which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee;

(d) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Investor Certificateholders of any Series and which material adverse effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Trustee; provided, however, that a "Servicer Default" shall not be deemed to have occurred if the Seller or the Servicer shall have repurchased the related Receivables or, if applicable, all of such Receivables during such period in accordance with the provisions of this Agreement;

(e) the Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or

supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, the Trustee, by notice then given in writing to the Servicer (a "Termination Notice"), may terminate all but not less than all of the rights and obligations (other than its obligations that have accrued up to the time of such termination) of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer (a "Service Transfer") and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer; provided that in no event shall the Servicer incur any liability for any such action by the Trustee. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interest.

Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of 10 Business Days or under Section 10.1(b),
(c) or (d) for a period of 60 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement,

and the Servicer shall provide the Trustee, any Agents, any Enhancement Providers, the Seller and the Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Trustee in writing of any Servicer Default.

SECTION 10.2. Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or as otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), subject to the consent of any Enhancement Providers and any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with Sections 3.1 and 8.7. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of wholesale receivables as the Successor Servicer hereunder. The Trustee shall promptly give notice to the Rating Agencies, any Enhancement Providers, any Agents and the Certificateholders upon the appointment of a Successor Servicer.

(b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof (except that the Successor Servicer shall not be liable for any liabilities incurred by the predecessor Servicer), and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer, except for references in Sections 3.3 (as it relates to the Initial Servicer) and 8.4 (exclusive of indemnification for acts, omissions, alleged acts and alleged omissions that constitute fraud, gross negligence, breach of fiduciary duty or wilful misconduct by the Successor Servicer) and 11.5, which shall continue to refer to the Initial Servicer. Any Successor Servicer, by its acceptance of its appointment, shall automatically agree to be bound by the terms and provisions of any Enhancement Agreement.

(c) In connection with any Termination Notice, the Trustee shall review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer for servicing compensation not in excess of the Servicing Fee (provided that if all such bids exceed the Servicing Fee the Seller at its own expense shall pay when due the amount of any compensation in excess of the Servicing Fee); provided, however, that the Seller shall be responsible for payment of the Seller's portion of the Servicing Fee as determined pursuant to this Agreement and all other amounts in excess of the Investors' Servicing Fee, and that no such monthly compensation paid out of Collections shall be in excess of the Investors' Servicing Fee permitted to the Servicer. The Holders of the Seller's Certificates agree that if DFS (or any Successor Servicer) is terminated as Servicer hereunder,

the portion of Collections to be paid to the Seller shall be reduced by an amount sufficient to pay Seller's share of the compensation of the Successor Servicer.

(d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1, and shall pass to and be vested in the Seller and, without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Seller in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer, at the expense of the Seller, shall transfer its electronic records relating to the Receivables to the Seller in such electronic form as the Seller may reasonably request and shall transfer all other records, correspondence and documents to the Seller in the manner and at such times as the Seller shall reasonably request. To the extent that compliance with this Section 10.2 shall require the Successor Servicer to disclose to the Seller information of any kind which the Successor Servicer deems to be confidential, the Seller shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivables and the other Trust Assets to the Successor Servicer and amending this Agreement to reflect such succession as Successor Servicer pursuant to this Article X shall be paid by the Servicer (or, if the Trustee is the Successor Servicer, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.

ARTICLE XI

The Trustee

SECTION 11.1. Duties of Trustee. (a) The Trustee, prior to the occurrence of a Servicer Default of which a Responsible Officer of the Trustee has knowledge and after the curing of all Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Default to the knowledge of a Responsible Officer of the Trustee has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they substantially conform to the requirements of this Agreement.

(c) Subject to Section 11.1(a), no provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct; provided, however, that:

(i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(ii) the Trustee shall not be charged with knowledge of any Servicer Default or the failure by the Servicer to comply with the obligations of the Servicer referred to in Section 10.1(a) and (b) unless a Responsible Officer of the Trustee obtains actual knowledge of such failure;

(iii) the Trustee shall not be charged with knowledge of an Early Amortization Event (or the related Early Amortization Period) unless a Responsible Officer of the Trustee obtains actual knowledge thereof;

(iv) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Investor Certificates relating to the time, method or place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement or any Supplement; and

(v) prior to the occurrence of a Servicer Default of which a Responsible Officer has knowledge, and after the curing or waiver of such Servicer Defaults that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement and any Supplements, the Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in this Agreement and any Supplement, no implied covenants or obligations shall be read into this Agreement or any Supplement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and, if specifically required to be furnished pursuant to any provision of this Agreement or any Supplement, conforming to the requirements of this Agreement or such Supplement.

(d) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any obligations of the Servicer under this Agreement except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement. Notwithstanding the prior sentence, the Trustee when acting as Successor Servicer, is still entitled to indemnification under Sections 7.3 and 8.4.

(e) Except as expressly provided in this Agreement, the Trustee shall have no power to vary the corpus of the Trust including the power to (i) accept any substitute obligation for a Receivable initially assigned to the Trust under Section 2.1 or 2.5, (ii) add any other investment, obligation or security to the Trust or (iii) withdraw from the Trust any Receivables.

(f) In the event that the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Transfer Agent and Registrar, as the case may be, under this Agreement, the Trustee shall be obligated promptly upon a Responsible Officer of the Trustee obtaining actual knowledge of such failure to perform such obligation, duty or agreement in the manner so required.

(g) If the Seller has agreed to transfer any of its wholesale receivables (other than the Receivables) to another Person, then upon the written request of the Seller, the Trustee shall enter into such intercreditor agreements with the transferee of such receivables as are customary and necessary to identify separately the rights of the Trustee and the Trust, on the one hand, and such other Person, on the other hand, in the Seller's wholesale receivables; provided, however, that the Trustee shall not be required to enter into any intercreditor agreement which could, in the sole opinion of the Trustee, adversely affect the interests of the Investor Certificateholders or the Trustee and, upon the request of the Trustee, the Seller shall deliver an Opinion of Counsel on any matters relating to such intercreditor agreement, reasonably requested by the Trustee.

(h) Notwithstanding any other provision contained herein, the Trustee is not acting as, and shall not be deemed to be, a fiduciary for any Enhancement Provider in its capacity as such or as a Beneficiary, and the Trustee's sole responsibility with respect to said parties shall be to perform those duties with respect to said parties as are specifically set forth herein and no implied duties or obligations shall be read into this Agreement against the Trustee with respect to any such party.

SECTION 11.2. Certain Matters Affecting the Trustee. Except as otherwise provided in Section 11.01:

(a) the Trustee may rely on and shall be protected in acting on, or in refraining from acting in accord with, any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties;

(b) the Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(c) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee

reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Default (which has not been cured or waived) of which a Responsible Officer of the Trustee has knowledge, to exercise such of the rights and powers vested in it by this Agreement or any Supplement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;

(d) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(e) the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine, unless requested so to do by (i) Holders of Investor Certificates evidencing more than 25% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such matters that do not relate to all Series, 25% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such matters relate); provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand;

(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder;

(g) except as may be required by Section 11.1(a) hereof, the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Seller with its representations and warranties or for any other purpose; and

(h) the right of the Trustee to perform any discretionary act enumerated in this Agreement or any Supplement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act.

SECTION 11.3. Trustee Not Liable for Recitals in Certificates. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates). Except as set forth in Section 11.14, the Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates)

or of any Receivable or related document or any security interest of the Trust therein. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller in respect of the Receivables or deposited in or withdrawn from the Collection Account or any Series Account.

SECTION 11.4. Trustee May Own Certificates. Subject to compliance with subsection (a)(4)(i) of Rule 3a-7 of the Investment Company Act: (x) the Trustee in its individual or any other capacity may become the owner or pledgee of Investor Certificates and (y) the Trustee in its individual or any other capacity may deal with the Seller and Servicer in banking and other transactions with the same rights as it would have if it were not the Trustee.

SECTION 11.5. The Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the power and duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee accordance with any of the provisions of this Agreement (including the reasonable fees and expenses of its agents, any co-trustee and counsel) except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as provided in the second following sentence. The Servicer's covenants to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the resignation or removal of the Trustee and the termination of this Agreement. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer, which shall be covered out of the Servicing Fee; provided, however, if such expenses, disbursements and advances incurred by the Trustee are in amount in excess of the Servicing Fee, such excess amount shall be paid in full to the Trustee by DFS. To the extent, if any, that any Federal, state or local taxes are payable by the Trust, such taxes shall be payable solely out of Trust Assets an not out of the personal assets of the Trustee.

SECTION 11.6. Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a bank (a) organized and doing business under the laws of the United States of America or any state thereof authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or state authority and (b) which is in compliance with subsection
(a)(4)(i) of Rule 3a-7 of the Investment Company Act. If such bank publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority then, for the purpose of this Section 11.6, the combined capital and surplus of such bank shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.6, the Trustee shall resign immediately in the manner and with the effect specified in Section 11.7.

SECTION 11.7. Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Seller and the Servicer. Upon receiving such notice of resignation, the Seller shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.

(b) The Servicer may remove the Trustee at any time and from time to time by giving written notice of such removal to the Trustee if any of the following events or circumstances occurs at any time (such notice to be sent at least thirty days prior to the date of removal in the case of clause (vi) below):

(i) the Trustee shall cease to be eligible in accordance with Section 11.6 and shall fail to resign after written request therefor by the Servicer; or

(ii) the Trustee shall be legally unable to act; or

(iii) the Trustee shall be adjudged a bankrupt or insolvent; or

(iv) a receiver of the Trustee or of its property shall be appointed; or

(v) any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(vi) the Trustee shall fail to perform, as determined by the Servicer in its sole discretion, any of the Trustee's duties or responsibilities under this Agreement or any Supplement in a manner and at a cost that is satisfactory to the Servicer.

The Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee.

(c) Any resignation or removal of the Trustee and appointment of successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof.

SECTION 11.8. Successor Trustee. (a) Any successor trustee appointed as provided in Section 11.7 hereof shall execute, acknowledge and deliver to the Seller and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor trustee all

documents or copies thereof, at the expense of the Servicer, and statements held by it hereunder; and the Seller and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor trustee all such rights, power, duties and obligations. The Servicer shall immediately give notice to each Rating Agency and the Certificateholders upon the appointment of a successor trustee.

(b) No successor trustee shall accept appointment as provided in this Section 11.8 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 11.6 hereof.

SECTION 11.9. Merger or Consolidation of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 11.6 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

SECTION 11.10. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 11.10, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 11.6 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 11.8 hereof.

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

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

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

(iii) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

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

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

SECTION 11.11. Tax Returns. In the event the Trust shall be required to file tax returns, the Servicer shall prepare, or shall cause to be prepared, and shall deliver, or shall cause to be delivered, to the Trustee no later than five Business Days immediately preceding any applicable due date; the Trustee shall promptly execute, to the extent it is the appropriate person to so execute, file any such tax returns to be filed by the Trust and deliver such executed returns to the Servicer, and such returns shall be filed by the Servicer. The Servicer in accordance with the terms of the Supplements shall also prepare or shall cause to be prepared all tax information required by law to be distributed to the Investor Certificateholders. The Trustee shall distribute or cause to be distributed such information to the Investor Certificateholders. The Trustee, upon request, shall furnish the Servicer with all such information known to the Trustee as may be reasonably required in connection with the preparation of all tax returns of the Trust or in connection with the distribution of tax information to the Investor Certificateholders.

SECTION 11.12. Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been obtained.

SECTION 11.13. Suits for Enforcement. If a Servicer Default shall occur and be continuing, the Trustee, in its discretion may, subject to the provisions of Section 10.1, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee or the Certificateholders. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or authorize the Trustee to vote in respect of the claim of any Certificateholder in any such proceeding.

SECTION 11.14. Representations and Warranties of Trustee. The Trustee represents and warrants that:

(i) the Trustee is a banking corporation organized, existing and in good standing under the laws of the State of New York;

(ii) the Trustee has full power, authority and right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement; and

(iii) this Agreement has been duly executed and delivered by the Trustee.

SECTION 11.15. Maintenance of Office or Agency. The Trustee shall maintain at its expense in the Borough of Manhattan, The City of New York, an office or offices or agency or agencies where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be served. The Trustee initially designates its Corporate Trust Office as its office such purposes in New York. The Trustee shall give prompt written notice to the Servicer and to Holders of the Certificates of a change in the location of the Certificate Register or any such office or agency. So long as any of the Certificates are listed on the Luxembourg Stock Exchange and such stock exchange shall so require, the Trustee shall maintain an additional Paying Agent in Luxembourg.

ARTICLE XII

Termination

SECTION 12.1. Termination of Trust. The Trust and the respective obligations and responsibilities of the Seller, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Investor Certificateholders as hereafter set forth) shall terminate, except with respect to the duties described in Sections 7.3, 8.4, 11.5 and 12.2(b), upon the earlier of (i) December 31, 2014 (the "Final Maturity Date"), (ii) the day following the Distribution Date on which the Invested Amount for all Series is zero, but only if the Seller has notified the Trustee that it wishes the Trust to terminate upon such event and (iii) the time

provided in Section 9.2(b) (the "Trust Termination Date"). The Servicer shall give the Rating Agencies prompt notice of the termination of the Trust.

SECTION 12.2. Final Distribution. (a) The Servicer shall give the Trustee notice of the Distribution Date on which the Investor Certificateholders of any Series or Class may surrender their Investor Certificates for payment of the final distribution on and cancellation of such Investor Certificates promptly after the Servicer has determined that a final distribution shall occur. Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.5 covering the period during the then-current calendar year through the date of such notice. Upon at least one Business Day's prior written notice by the Servicer, not later than the fifth day of the month in which the final distribution in respect of such Series or Class is payable to Investor Certificateholders, the Trustee shall provide notice to Investor Certificateholders of such Series or Class specifying (i) the date upon which final payment of such Series or Class shall be made upon presentation and surrender of Investor Certificates of such Series or Class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Investor Certificates at the office or office therein specified. The Trustee shall give such notice to the Transfer Agent and Registrar and the Rating Agencies at the time such notice is given to Investor Certificateholders.

Notice of the final distribution with respect to any Class of Certificates listed on the Luxembourg Stock Exchange (so long as the rules thereof so require) shall be published by the Trustee once in an Authorized European Newspaper.

(b) Notwithstanding a final distribution to the Investor Certificateholders of any Series or Class (or the termination of the Trust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Series Account allocated to such Investor Certificateholders shall continue to be held in trust for the benefit of such Investor Certificateholders and the Trustee shall pay such funds to such Investor Certificateholders upon surrender of their Investor Certificates (and any excess shall be paid in accordance with the terms of any Enhancement Agreement). In the event that all such Investor Certificateholders shall not surrender their Investor Certificates for cancellation within six months after the date specified in the notice from the Trustee described in paragraph (a), the Trustee shall give a second notice to the remaining such Investor Certificateholders to surrender their Investor Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all such Investor Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Investor Certificateholders concerning surrender of their Investor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Series Account held for the benefit of such Investor Certificateholders. The Trustee shall pay to the Seller any monies held by it for the payment of principal or interest with respect to a Series that remain unclaimed for two years after the date of the first notice of final distribution with respect to such Series. After such payment to the Seller, Investor Certificateholders entitled to the money must look to the Seller for payment as general creditors unless an applicable abandoned property law designates another Person.

(c) In the event that the Invested Amount with respect to any Series is greater than zero on its Termination Date (after giving effect to deposits and distributions otherwise to be made on such Termination Date), the Trustee shall sell or cause to be sold on such Termination Date Receivables (or interests therein) in an amount equal to the sum of (i) the Invested Amount with respect to such Series on such Termination Date (after giving effect to such deposits and distributions) plus (ii) accrued and unpaid interest with respect to such Series; provided, however, that in no event shall such amount exceed the lesser of (x) such Series' Allocation Percentage (as defined in the Series Supplements and for the Collection Period in which such Termination Date occurs) of the aggregate unpaid balance of the Principal Receivables on such Termination Date and (y) 110% of such Invested Amount. The proceeds, net of all reasonable expenses incurred by the Trustee in connection with such sale, which shall be paid to the Trustee from such proceeds (the "Termination Proceeds") from such sale shall be immediately deposited into the Collection Account for the benefit of the Investor Certificateholders of such Series. The Termination Proceeds shall be allocated and distributed to the Investor Certificateholders of such Series in accordance with the terms of the applicable Supplement.

SECTION 12.3. Seller's Termination Rights. Upon the termination of the Trust pursuant to Section 12.1, and the surrender of the Seller's Certificates the Trustee shall sell, assign and convey to the Seller or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all Collateral Security with respect thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Trustee pursuant to Section 12.2(b), and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Contribution and Sale Agreement. The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, representation or warranty, as shall be reasonably requested by the Seller to vest in the Seller or its designee all right, title and interest which the Trust had in all such property.

ARTICLE XIII

Miscellaneous Provisions

SECTION 13.1. Amendment. (a) This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Seller and the Trustee without the consent of any of the Certificateholders, but with prior notice to each Rating Agency, provided that such amendment shall not, as evidenced by an Officer's Certificate of the Seller, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder. In addition, this Agreement and any Supplement may be amended by the Servicer and the Trustee at the direction of the Seller without the consent of any of the Certificateholders: (1) to add, modify or eliminate such provisions as may be necessary or advisable in order to enable the Seller or any of its Affiliates (including Deutsche Bank AG) to minimize or avoid capital charges under any applicable law, rule, regulation or guideline relating to regulatory or risk-based capital, or (2) to enable all or a portion of the Trust to qualify as a partnership for federal income tax purposes under applicable regulations on the classification of entities as partnerships or

corporations under the Internal Revenue Code, and to the extent that such regulations eliminate or modify the need therefor, to modify or eliminate existing provisions of this Agreement or any Supplement relating to the intended availability of partnership treatment of the Trust for federal income tax purposes, or (3) to enable all or a portion of the Trust to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust," as described in the provisions of the "Small Business Job Protection Act of 1996," H.R. 3448 (and, in connection with any such election, to modify or eliminate existing provisions of this Agreement or any Supplement relating to the intended Federal income tax treatment of the Certificates and the Trust in the absence of such election, which may include elimination of the sale of Receivables, upon the occurrence of an insolvency event with respect to Seller, pursuant to the Agreement and certain provisions of the Agreement relating to the liability of the Seller), or (4) to enable the Seller or any of its Affiliates to comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle, so long as in each case the Rating Agency Condition has been satisfied and, in the case of (2) or (3), the Seller and the Trustee have received an Opinion of Counsel to the effect that such amendment shall not adversely affect the characterization of the Investor Certificates of any outstanding Series or Class as debt or as interests in a partnership. Notwithstanding anything contained herein to the contrary, the Trustee, with the consent of any Enhancement Providers, may at any time and from time to time amend, modify or supplement the form of Distribution Date Statement. Notwithstanding anything contained herein to the contrary, this Agreement or any Supplement may be amended from time to time by the Servicer, the Seller and the Trustee without the consent of any of the Certificateholders, but only upon satisfaction of the Rating Agency Condition, to change in any manner the treatment of Delayed Funding Receivables under this Agreement or any such Supplement. In addition, this Agreement or any Supplement may be amended from time to time by the Seller, the Servicer and the Trustee, without the consent of any Certificateholder, in order to make changes required in order to obtain a listing of any Class of any Series on the Luxembourg Stock Exchange.

(b) In the event that Section 13.1(a) is not then applicable, this Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Seller and the Trustee, with the consent of the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series and with prior notice to each Rating Agency, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, any distributions required to be made to any Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Enhancement without the consent of each affected Investor Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by any Rating Agency without the consent of all of the Holders of the Investor Certificates of such Series or Class. Any amendment to be effected pursuant to this paragraph shall be deemed to adversely affect all outstanding Series, other than any Series with respect to which such action shall not, as evidenced by an Officer's Certificate of the Seller, addressed and delivered to the

Trustee, adversely affect in any material respect the interests of any Investor Certificateholder of such Series. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise.

(c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency, each Agent and each Enhancement Provider.

(d) It shall not be necessary for the consent of Investor Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe.

(e) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement or any Supplement which would adversely affect in any material respect the interests of any Enhancement Provider without the written consent of such Enhancement Provider.

(f) Any Supplement executed in accordance with the provisions of
Section 6.3 shall not be considered an amendment to this Agreement for the purposes of this Section.

(g) Prior to the execution of any amendment to this Agreement, the Trustee shall be entitled to receive and rely upon (i) an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to such execution and delivery have been satisfied and (ii) the Opinion of Counsel required by Section 13.2(d). The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's own rights, duties or immunities under this Agreement.

SECTION 13.2. Protection of Right, Title and Interest to Trust. (a) The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Certificateholders' and the Trustee's right, title and interest in and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this
Section 13.2(a).

(b) Within 30 days after the Seller or the Servicer makes any change in its name, identity or corporate structure which would make any financing statement or continuation

statement filed in accordance with Section 13.2(a) seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the applicable jurisdiction (including as a result of a Designated Affiliate Transfer), the Seller shall give the Trustee and any Agent notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof.

(c) The Seller and the Servicer shall give the Trustee and any Agent prompt written notice of any relocation of any office from which it services Receivables or keeps Records concerning the Receivables or of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trust's security interest in the Receivables and the proceeds thereof. The Seller and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

(d) The Servicer shall deliver to the Trustee, any Agent and any Enhancement Provider, upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit G-1.

SECTION 13.3. Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor shall such death or incapacity entitle such Certificateholders' legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding-up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

(b) No Investor Certificateholder shall have any right to vote (except as expressly provided in this Agreement) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Investor Certificateholders from time to time as partners or members of an association, nor shall any Investor Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

(c) No Investor Certificateholder shall have any right by virtue of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Investor Certificateholder previously shall have made, and unless the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such action, suit or proceeding that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such action, suit or proceeding relates) shall have made, a request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after such request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being

expressly covenanted by each Investor Certificateholder with every other Investor Certificateholder and the Trustee, that no one or more Investor Certificateholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the holders of any other of the Investor Certificates, or to obtain or seek to obtain priority over or preference to any other such Investor Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Investor Certificateholders except as otherwise expressly provided in this Agreement. For the protection and enforcement of the provisions of this Section, each and every Investor Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

SECTION 13.4. No Petition. The Servicer, DFS (if it is no longer the Servicer) and the Trustee (not in its individual capacity but solely as Trustee), by entering into this Agreement, each Investor Certificateholder, by accepting an Investor Certificate or an interest in an Investor Certificate, each holder of a Supplemental Certificate by accepting a Supplemental Certificate and any Successor Servicer and each other Beneficiary and each Certificate Owner, by accepting the benefits of this Agreement, hereby covenants and agrees or is deemed to covenant and agree, that they shall not at any time institute against, or encourage or solicit any Person to institute against, Deutsche FRLP, the general partner of Deutsche FRLP or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law.

SECTION 13.5. GOVERNING LAW. THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 13.6. Notices. (a) All demands, notices, instructions, directions and communications (collectively, "Notices") under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to (i) in the case Deutsche FRLP, 655 Maryville Centre Drive, St. Louis, Missouri 63141, Attention: Secretary, (ii) in the case of DFS, 655 Maryville Centre Drive, St. Louis, Missouri 63141, Attention: Secretary, (iii) in the case of the Trustee, 450 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Capital Markets Fiduciary Services, Deutsche Floorplan Receivables, (iv) in the case of Standard & Poor's, 55 Water Street, 40th Floor, New York, New York 10041, Attention: Asset Backed Surveillance Department, (v) in the case of Moody's, 99 Church Street, New York, New York 10007, Attention: Structured Finance Surveillance, (vi) in the case of Fitch, One State Street Plaza, New York, New York 10004, or, as to each party and Rating Agency, at such other address as shall be designated by such party or Rating Agency in a written notice to each other party.

(b) Any Notice required or permitted to be given to a Holder of Registered Certificates shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any Notice so mailed within the time prescribed in this

Agreement shall be conclusively presumed to have been duly given, whether or not the Investor Certificateholder receives such Notice.

SECTION 13.7. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or rights of the Certificateholders.

SECTION 13.8. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 8.2, this Agreement may not be assigned by the Servicer.

SECTION 13.9. Certificates Nonassessable and Fully Paid. It is the intention of the parties to this Agreement that the Investor Certificateholders shall not be personally liable for obligations of the Trust, that the interests in the Trust represented by the Investor Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever and that Investor Certificates upon authentication thereof by the Trustee are and shall be deemed fully paid.

SECTION 13.10. Further Assurances. The Seller and the Servicer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trustee more fully to effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the UCC of any applicable jurisdiction.

SECTION 13.11. No Waiver, Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee or the Certificateholders, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under this Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

SECTION 13.12. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 13.13. Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto, the Certificateholders and the other Beneficiaries and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, no other Person shall have any right or obligation hereunder.

SECTION 13.14. Actions by Certificateholders. Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind

such Certificateholder and every subsequent holder of any Certificate issued upon the registration of transfer of the Certificates of such Certificateholder or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon any such Certificate.

SECTION 13.15. Rule 144A Information. For so long as any of the Investor Certificates of any Series or Class are "restricted securities" within the meaning of Rule 144(a)(3) under the Act, each of the Seller, the Trustee, the Servicer and any Enhancement Providers agree to cooperate with each other to provide to any Investor Certificateholders of such Series or Class and to any prospective purchaser of Investor Certificates designated by such an Investor Certificateholder, upon the request of such Investor Certificateholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Act.

SECTION 13.16. Action by Trustee. Upon any application or request by the Seller or Servicer to the Trustee to take any action under any provision under this Agreement, the Seller or Servicer, as the case may be, shall furnish to the Trustee an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with. The Trustee shall be entitled to conclusively rely on the Officer's Certificate or the Opinion of Counsel, as the case may be, as authority for any action undertaken in connection therewith.

SECTION 13.17. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived, or supplemented except as provided herein.

SECTION 13.18. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation or any provision hereof.

SECTION 13.19. Continued Effectiveness of the Existing Pooling and Servicing Agreement. As amended and restated hereby, the Existing Pooling and Servicing Agreement shall continue to be in full force and effect and is hereby ratified and confirmed in all respects.

SECTION 13.20. Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement, any Supplement, the Assignments, the Reassignments or the other documents executed and delivered in connection herewith or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or

proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 13.6; and

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 13.21. Actions by Seller on Behalf of Trust. The Seller shall have the right on behalf of the Trust to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and the parties hereto hereby ratify and approve all such filings, reports, notices, applications, registrations with, consents or authorizations made, sought or obtained by the Seller prior to the date hereof.

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Pooling and Servicing Agreement to be duly executed as of the day and year first above written.

DEUTSCHE FLOORPLAN RECEIVABLES,
L.P., Seller

By: DEUTSCHE FLOORPLAN RECEIVABLES,
INC., General Partner

By: /s/ RICHARD H. SCHUMACHER
    ---------------------------------------
    Name: Richard H. Schumacher
    Title: President

By: /s/ RICHARD C. GOLDMAN
    ---------------------------------------
    Name: Richard C. Goldman
    Title: Senior Vice President

DEUTSCHE FINANCIAL SERVICES
CORPORATION, Servicer

By: /s/ RICHARD H. SCHUMACHER
    ---------------------------------------
    Name: Richard H. Schumacher
    Title: Senior Vice President

By: /s/ RICHARD C. GOLDMAN
    ---------------------------------------
    Name: Richard C. Goldman
    Title: Senior Vice President

THE CHASE MANHATTAN BANK,
Trustee

By: /s/ KRISTIN DRISCOLL
    ---------------------------------------
    Name: Kristin Driscoll
    Title: Trust Officer

EXHIBIT A

[RESERVED]

EXHIBIT B

FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

(As required by Section 2.05
of the Pooling and Servicing Agreement)

ASSIGNMENT No. OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of , , among Deutsche Floorplan Receivables, L.P., as seller (the "Seller"), Deutsche Financial Services Corporation ("DFS"), as servicer (the "Servicer"), and The Chase Manhattan Bank, as trustee (the "Trustee"), pursuant to the Pooling and Servicing Agreement referred to below.

W I T N E S S E T H :

WHEREAS the Seller, the Servicer and the Trustee are parties to the Amended and Restated Pooling and Servicing Agreement dated as of April 1, 2000 (as amended, amended and restated or otherwise modified from time to time, the "Agreement");

WHEREAS, pursuant to the Agreement, the Seller wishes to designate Additional Accounts to be included as Accounts and to convey the Receivables and related Collateral Security of such Additional Accounts, whether now existing or hereafter created, to the Trust as part of the corpus of the Trust (as each such term is defined in the Agreement); and

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

NOW, THEREFORE, the Seller, the Servicer and the Trustee hereby agree as follows:

1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless otherwise defined herein.

"Addition Date" shall mean, with respect to the Additional Accounts designated hereby, ___, 20__.

2. Designation of Additional Accounts. The Seller hereby delivers herewith a computer file or microfiche or written list containing a true and complete list of all such Additional Accounts specifying for each such Account, as of the Additional Cut-Off Date, its account number, the aggregate amount of

Receivables outstanding in such Account and the aggregate amount of Principal Receivables in such Account. Such file or list shall, as of the date of this Assignment, supplement Schedule 1 to the Agreement.

3. Conveyance of Receivables. (a) The Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided in the Agreement), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all its right, title and interest in, to and under the Receivables in such Additional Accounts and all Collateral Security with respect thereto, owned by the Seller and existing at the close of business on the Additional Cut-Off Date and thereafter created from time to time until the termination of the Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Missouri and Recoveries) thereof. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Agent or any Beneficiary of any obligation of the Servicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers.

(b) In connection with such sale, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-105 of the UCC as in effect in any state where the Seller's or the Servicer's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to the Trust, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Trustee on or prior to the Addition Date. The Trustee shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sales.

(c) In connection with such sale, the Seller further agrees, at its own expense, on or prior to the Addition Date, to indicate in its computer files that the Receivables created in connection with the Additional Accounts designated hereby have been sold and the Collateral Security assigned to the Trust pursuant to this Assignment for the benefit of the Certificateholders and the other Beneficiaries.

4. Acceptance by Trustee. Subject to the satisfaction of the conditions set forth in Section 6 of this Assignment, the Trustee hereby acknowledges its acceptance, on behalf of the Trust, of all right, title and interest previously held by the Seller to the property, now existing and hereafter created, conveyed to the Trust pursuant to Section 3(a) of this Assignment, and declares that it shall maintain such right, title and interest, upon the trust set forth in the Agreement for the benefit of the Certificateholders and other Beneficiaries. The Trustee further acknowledges that, prior to or simultaneously with the execution and delivery of this Assignment, the Seller delivered to the Trustee the computer file or microfiche or written list relating to the Additional Accounts described in Section 2 of this Assignment. The Trustee shall be under no obligation whatsoever to verify the accuracy or completeness of the information contained in such file or list.

5. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee, on behalf of the Trust, as of the date of this Assignment and as of the Addition Date that:

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

(b) Organization and Good Standing. The Seller is a limited partnership duly organized and validly existing and in good standing under the law of the State of Delaware and has, in all material respects, full power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Assignment.

(c) Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign partnership (or is exempt from such requirement) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder;

(d) Eligible Accounts. Each Additional Account designated hereby is an Eligible Account;

(e) Selection Procedures. No selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Additional Accounts designated hereby;

(f) Insolvency. As of the Notice Date and the Addition Date, neither DFS nor the Seller are insolvent nor, after giving effect to the conveyance set forth in Section 3 of this Assignment, shall any of them have been made insolvent, nor are any of them aware of any pending insolvency;

(g) Valid Transfer. This Assignment constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and upon the filing of the financing statements described in
Section 3 of this Assignment with the Secretary of State of the State of Missouri and other applicable states and, in the case of the Receivables and the Collateral Security hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected ownership interest in such property, except for Liens permitted under
Section 2.6(a) of the Agreement. Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets;

(h) Due Authorization. The execution and delivery of this Assignment and the consummation of the transactions provided for or contemplated by this Assignment

have been duly authorized by the Seller by all necessary partnership action on the part of the Seller.

(i) No Conflict. The execution and delivery of this Assignment, the performance of the transactions contemplated by this Assignment and the fulfillment of the terms hereof, shall not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which it or its properties are bound;

(j) No Violation. The execution and delivery of this Assignment by the Seller, the performance of the transactions contemplated by this Assignment and the fulfillment of the terms hereof applicable to the Seller shall not conflict with or violate any material Requirements of Law applicable to the Seller;

(k) No Proceedings. There are no proceedings or, to the best knowledge of the Seller, investigations pending or threatened against the Seller before any Governmental Authority (i) asserting the invalidity of this Assignment, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Assignment, (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Assignment, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Assignment or (v) seeking to affect adversely the income tax attributes of the Trust under the United States Federal or any State income, single business or franchise tax systems;

(l) Record of Accounts. As of the Addition Date, Schedule 1 to this Assignment is an accurate and complete listing in all material respects of all the Additional Accounts as of the Additional Cut-Off Date and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Additional Cut-Off Date;

(m) No Liens. Each Receivable and all Collateral Security existing on the Addition Date has been conveyed to the Trust free and clear of any Lien, except for Liens permitted under Section 2.6(a) of the Agreement;

(n) All Consents Required. With respect to each Receivable and all Collateral Security existing on the Addition Date, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the conveyance of such Receivable or Collateral Security to the Trust, the execution and delivery of this Assignment and the performance of the transactions contemplated hereby have been duly obtained, effected or given and are in full force and effect; and

(o) Eligible Receivables. On the Additional Cut-Off Date each Receivable conveyed to the Trust as of such date is an Eligible Receivable or, if such Receivable is

not an Eligible Receivable, such Receivable is conveyed to the Trust in accordance with Section 2.9 of the Agreement.

6. Conditions Precedent. The acceptance of the Trustee set forth in Section 4 of this Assignment is subject to the satisfaction, on or prior to the Addition Date, of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by the Seller in Section 5 of this Assignment shall be true and correct as of the date of this Assignment and as of the Addition Date;

(b) Agreement. Each of the conditions set forth in Section 2.5(d) of the Agreement applicable to the designation of the Additional Accounts to be designated hereby shall have been satisfied; and

(c) Officer's Certificate. The Seller shall have delivered to the Trustee an Officer's Certificate, dated the date of this Assignment, in which an officer of the Seller shall state that the representations and warranties of the Seller under Section 5 hereof are true and correct. The Trustee may conclusively rely on such Officers' Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

7. Ratification of Agreement. As supplemented by this Assignment, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Assignment shall be read, taken and construed as one and the same instrument.

8. Counterparts. This Assignment may be executed in two or more counterparts (and by different parties in separate counterparts), each of which shall be an original but all of which together shall constitute one and the same instrument.

9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Assignment to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written.

DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,
Seller,

By: DEUTSCHE FLOORPLAN
RECEIVABLES, INC., General Partner

Title:

Title:

DEUTSCHE FINANCIAL SERVICES
CORPORATION, as Servicer

Title:

Title:

THE CHASE MANHATTAN BANK, as Trustee,

Title:

EXHIBIT C

FORM OF ANNUAL SERVICER'S CERTIFICATE

(As required to be delivered on or before March 31 of each calendar year pursuant to Section 3.5 of the Pooling and Servicing Agreement)

Deutsche Financial Services Corporation

DISTRIBUTION FINANCIAL SERVICES
FLOORPLAN MASTER TRUST

The undersigned, duly authorized representatives of Deutsche Financial Services Corporation ("DFS"), as Servicer, pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of April 1, 2000 (as amended, amended and restated or otherwise modified from time to time, the "Agreement"), by and among Deutsche Floorplan Receivables, L.P., as seller, DFS, as servicer, and The Chase Manhattan Bank, as trustee, do hereby certify that:

1. DFS is, as of the date hereof, the Servicer under the Agreement.

2. The undersigned are Servicing Officers and are duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee, any Agent and any Enhancement Providers.

3. A review of the activities of the Servicer during the calendar year ended December 31, , and of its performance under the Agreement was conducted under our supervision.

4. Based on such review, the Servicer has, to the best of our knowledge, performed in all material respects all of its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below.

5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to us to have been made by

the Servicer during the year ended December 31, _____, which sets forth in detail the (a) nature of each such default, (b) the action taken by the Servicer, if any, to remedy each such default and (c) the current status of each such default: [If applicable, insert "None."]

Capitalized terms used but not defined herein are used as defined in the Agreement.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Certificate this ____ day of _______, ______.

Title:

Title:

EXHIBIT D-1

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

D-1-1

EXHIBIT D-2

THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW). */

*/ The following should be inserted in any Certificate bearing such legend:

This Certificate may not be acquired by or for the account of any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"). By accepting and holding this Certificate or any interest in this Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not funding its acquisition with the assets of any Benefit Plan.

D-2-1

EXHIBIT E

[RESERVED]

EXHIBIT F-1

[FORM OF CLEARANCE SYSTEM CERTIFICATE
TO BE GIVEN TO THE TRUSTEE BY
EUROCLEAR OR CEDEL FOR
DELIVERY OF DEFINITIVE CERTIFICATES
IN EXCHANGE FOR A PORTION OF A
TEMPORARY GLOBAL SECURITY]

DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST

[ %] [Floating Rate] Asset Backed Certificates, Series [ ]

[Insert title or sufficient description of Certificates to be delivered]

We refer to that portion of the temporary Global Certificate in respect of the above-captioned issue which is herewith submitted to be exchanged for definitive Certificates (the "Submitted Portion") as provided in the Amended and Restated Pooling and Servicing Agreement dated as of April 1, 2000 (as amended, amended and restated or otherwise modified from time to time, the "Agreement"), in respect of such issue. This is to certify that (i) we have received a certificate or certificates, in writing or by tested telex, with respect to each of the persons appearing in our records as being entitled to a beneficial interest in the Submitted Portion and with respect to such persons beneficial interest either (a) from such person, substantially in the form of Exhibit F-2 to the Agreement, or (b) from [ ], substantially in the form of Exhibit F-3 to the Agreement, and (ii) the Submitted Portion includes no part of the temporary Global Certificate excepted in such certificates.

We further certify that as of the date hereof we have not received any notification from any of the persons giving such certificates to the effect that the statements made by them with respect to any part of the Submitted Portion are no longer true and cannot be relied on as of the date hereof.

We understand that this certificate is required in connection with certain securities and tax laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

F-1-1

Dated: 1/

[Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System]2/
[Centrale de Livraison de Valeurs Mobiliere S.A.]2/

By: ____________________________

1/ To be dated on the Exchange Date.

2/ Delete the inappropriate reference.

F-1-2

EXHIBIT F-2

[FORM OF CERTIFICATE TO BE DELIVERED
TO EUROCLEAR OR CEDEL
BY [ ]
WITH RESPECT TO REGISTERED CERTIFICATES SOLD TO
QUALIFIED INSTITUTIONAL BUYERS]

DISTRIBUTION FINANCIAL SERVICES
FLOORPLAN MASTER TRUST,

[ %] [Floating Rate] Asset Backed Certificates, Series [ ]

In connection with the initial issuance and placement of the above referenced Asset Backed Certificates (the "Certificates"), an institutional investor in the United States ("institutional investor") is purchasing U.S. $

aggregate principal amount of the Certificates held in our account at [Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System] [Cedel S.A.] on behalf of such investor.

We reasonably believe that such institutional investor is a qualified institutional buyer as such term is defined under Rule 144A of the Securities and Exchange Commission under the Securities Act of 1933, as amended.

[We understand that this certificate is required in connection with United States laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered by this certificate.]

The Definitive Certificates in respect of this certificate are to be issued in registered form in the minimum denomination of U.S. $ 00,000 and such Definitive Certificates (and, unless the Pooling and Servicing Agreement or Supplement relating to the Certificates otherwise provides, any Certificates issued in exchange or substitution for or on registration of transfer of Certificates) shall bear the following legend:

"THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE REGISTRATION

F-2-1

PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE CANNOT BE EXCHANGED FOR A BEARER CERTIFICATE."

Dated:

[_________________________________]

Authorized Officer

F-2-2

EXHIBIT F-3

[FORM OF CERTIFICATE TO BE DELIVERED
TO EUROCLEAR OR CEDEL BY A BENEFICIAL OWNER
OF CERTIFICATES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER]

DISTRIBUTION FINANCIAL SERVICES
FLOORPLAN MASTER TRUST

[ %] [Floating Rate] Asset Backed Certificates, Series [ ]

This is to certify that as of the date hereof and except as provided in the third paragraph hereof, the above-captioned Certificates held by you for our account (i) are not owned by a person that is a United States person, (ii) are owned by a United States person that is (A) the foreign branch of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or for resale, or (B) a United States person who acquired the Certificates through the foreign branch of a financial institution and who holds the Certificates through the financial institution on the date hereof (and in either case (A) or (B), the financial institution hereby agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by a financial institution for purposes of resale during the Restricted Period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) . In addition, financial institutions described in clause (iii) of the preceding sentence (whether or not also described in clause (i) or (ii)) certify that they have not acquired the Certificates for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

We undertake to advise you by tested telex if the above statement as to beneficial ownership is not correct on the date of delivery of the above-captioned Certificates in bearer form with respect to such of said Certificates as then appear in your books as being held for our account.

This certificate excepts and does not relate to U.S. $ principal amount of Certificates held by you for our account, as to which we are not yet able to certify beneficial ownership. We understand that delivery of Definitive Certificates in such principal amount cannot be made until we are able to so certify.

We understand that this certificate is required in connection with certain securities and tax laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. As used herein, "United States" means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and "United States Person" means a citizen or resident of the United States, a

Dated:      1/                                   By:   As, or as agent for, the
                                                       beneficial owner(s) of
                                                       the interest in the
                                                       Certificates to which
                                                       this certificate relates.

-------------------------

1/ This Certificate must be dated on the earlier of the date of the first actual payment of interest in respect of the Certificates and the date of the delivery of the Certificates in definitive form.

F-3-2

EXHIBIT G-1

FORM OF OPINION OF COUNSEL

Provisions to be Included in
Opinion of Counsel Delivered Pursuant
to Section 13.2(d)

(a) The Amendment to the [Pooling and Servicing Agreement]
[Supplement], attached hereto as Schedule 1 (the "Amendment"), has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding agreement of the Seller, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally from time to time in effect. The enforceability of the Seller's obligations is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b) The Amendment has been entered into in accordance with the terms and provisions of Section 13.1 of the Pooling and Servicing Agreement.

G-1-1

EXHIBIT G-2
TO PSA

FORM OF OPINION OF COUNSEL

Provisions to be Included in Opinion of Counsel to be Delivered Pursuant to Sections 2.5 and 13.2(g)(i) and (ii)(1)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to Deutsche Floorplan Receivables, L.P. (the "Seller") delivered on any Closing Date. Capitalized terms used but not defined herein are used as defined in the Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2000 (as amended, amended and restated or otherwise modified from time to time, the "Agreement"), among the Seller, as seller, Deutsche Financial Services Corporation, as servicer, and The Chase Manhattan Bank, as trustee.

[(a) The Assignment has been duly authorized, executed and delivered by the Seller, and constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms.]

(b) Assuming the Receivables [in the Additional Accounts] are created under, and are evidenced solely by, Wholesale Financing Agreements, Accounts Receivable Financing Agreements, or Asset Based Financing Agreements, such Receivables shall constitute "chattel paper", "accounts" or "general intangibles" as defined under Section 9-105 of the UCC. We note that the Seller has given us an Officer's Certificate to the effect that the Receivables are created under Wholesale Financing Agreements, Accounts Receivable Financing Agreements, or Asset Based Financing Agreements.

(c) [True sale opinion regarding transfer of Receivables from DFS to the Seller.]

(d) If the transfer of the Receivables [in the Additional Accounts] and all [of the related] Collateral Security to the Trust pursuant to the Pooling and Servicing Agreement constitutes a true sale of such Receivables and Collateral Security to the Trust:

(i) with respect to such Receivables and Collateral Security in existence on the date hereof, such sale transfers all of the right, title and interest of the Seller in and to such Receivables and Collateral Security to the Trust, free and clear of any liens now existing or hereafter created, but subject to the rights of the holder of the Deutsche FRLP Certificate and except for Liens permitted under Section 2.6(a) of the Agreement;

(ii) with respect to such Receivables and Collateral Security which come into existence after the date hereof, upon the creation of such Receivables and Collateral Security and the subsequent transfer of such Receivables and Collateral

(1) Include bracketed language only in the case of additions of Accounts effected pursuant to Section 2.05 of the Pooling and Servicing Agreement.

G-2-1

Security to the Trust in accordance with the Pooling and Servicing Agreement and receipt by the Seller of the consideration therefor required pursuant to the Pooling and Servicing Agreement, such sale shall transfer all of the right, title and interest of the Seller in and to such Receivables and Collateral Security to the Trust free and clear of any liens but subject to the rights of the holder of the Deutsche FRLP Certificate and except for Liens permitted under
Section 2.6(a) of the Agreement;

and, in either case, no further action shall thereafter be required under Missouri or federal law to protect the Trust's ownership interest in the Receivables and the Collateral Security against creditors of, or subsequent purchasers from, the Seller.

(e) If the transfer of the Receivables and Collateral Security to the Trust pursuant to the Pooling and Servicing Agreement does not constitute a true sale of the Receivables and the Collateral Security to the Trust, then the Pooling and Servicing Agreement as amended and supplemented by the Assignment creates a valid security interest in favor of the Trustee, for the benefit of the Certificateholders, in the Seller's right, title and interest in and to the Receivables and the Collateral Security and the proceeds thereof securing the obligations of the Seller thereunder. Financing statements on form UCC-1 having been filed in the Offices of the Secretaries of State of the State of Missouri and [other applicable states] [and counties) and accordingly, such security interest constitutes a perfected security interest in such Receivables and Collateral Security and the proceeds thereof subject to no prior liens (but subject to the Liens permitted by Section 2.6(a) of the Agreement), enforceable as such against creditors of, and subsequent purchasers from, the Seller, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and to general equity principles.

G-2-2

EXHIBIT H

FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS

(As required by Section 2.7 of the Pooling and Servicing Agreement referred to below)

REASSIGNMENT NO. OF RECEIVABLES, dated as of , 20__, by and between DEUTSCHE FLOORPLAN RECEIVABLES, L.P., a limited partnership organized under the laws of the State of Delaware (the "Seller"), and The Chase Manhattan Bank, a New York banking corporation, as trustee (the "Trustee") pursuant to the Pooling and Servicing Agreement referred to below.

WITNESSETH

WHEREAS the Seller, Deutsche Financial Services Corporation, as servicer (the "Servicer"), and the Trustee are parties to the Amended and Restated Pooling and Servicing Agreement dated as of April 1, 2000 (as amended, amended and restated or otherwise modified from time to time, the"Agreement");

WHEREAS, pursuant to the Agreement, the Seller wishes (a) to remove certain Accounts (the "Removed Accounts") and (b) if and only if permitted by
Section 2.8(d) of the Agreement, to cause the Trustee to reconvey the Receivables of such Removed Accounts and the related Collateral Security, whether now existing or hereafter created, and all amounts currently held by the Trust or thereafter received by the Trust in respect of such Removed Accounts, from the Trust to the Seller (as each such term is defined in the Agreement); and

WHEREAS the Trustee is willing to accept such removal and to reconvey the Receivables in the Removed Accounts, such Collateral Security and any related amounts held or received by the Trust subject to the terms and conditions hereof.

NOW, THEREFORE, the Seller and the Trustee hereby agree as follows:

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

"Removal Date" shall mean, with respect to the Removed Accounts designated hereby,

2. Notice of Removed Accounts. (a) Not less than five Business Days prior to the Removal Date, the Seller shall furnish to the Trustee, any Agent, any Enhancement Providers and the Rating Agencies a written notice specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of one or more Accounts shall occur, such date being a Removal Date.

(b) On or before the fifth Business Day after the Removal Date, the Seller shall furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects.

3. Conveyance of Receivables and Accounts. (a) The Trustee does hereby transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all [in the case of Removed Accounts which were Ineligible Accounts at the time they were originally designated as Accounts, use the following language: Receivables now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri) and Recoveries thereof relating thereto] [in the case of Removed Accounts which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) all Receivables existing at the close of business on the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Principal Receivables), (iv) all proceeds (as defined in Section 9-306 of the UCC in effect in the State of Missouri) of such Receivables and (v) all Recoveries of such Receivables relating thereto, it being understood that the items described in clauses (i)-(v) shall continue to be Trust Assets].

(b) If requested by the Seller, in connection with such transfer, the Trustee agrees to execute and deliver to the Seller on or prior to the date of this Reassignment, a termination statement under the UCC of each applicable jurisdiction with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

4. Acceptance by Trustee. The Trustee hereby acknowledges that, prior to or simultaneously with the execution and delivery of this Reassignment, the Seller delivered to the Trustee the computer file or such microfiche or written list described in Section 2(b) of this Reassignment.

5. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee, on behalf of the Trust, as of the date of this Reassignment and as of the Removal Date:

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

(b) No Early Amortization Event. The removal of the Accounts hereby removed shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;

(c) Selection Procedures. No selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Accounts to be removed;

(d) True and Complete List. The list of Removed Accounts described in Section 2 of this Assignment is, as of the Removal Commencement Date, true and complete in all material respects; and

(e) Rating of Certificates. The removal of such Accounts shall not result in a reduction or withdrawal of the rating of any outstanding series or Class by the applicable Rating Agency;

provided, however, that in the event that the removal on such Removal Date relates solely to Ineligible Accounts, the Seller shall be deemed to make only the representations and warranties contained in paragraph 5(a) above.

6. Conditions Precedent. In addition to the conditions precedent set forth in Section 2.7 of the Agreement, the obligation of the Trustee to execute and deliver this Reassignment is subject to the satisfaction, on or prior to the Removal Date, of the following additional conditions precedent:

(a) Officers' Certificate. The Seller shall have delivered to the Trustee, any Agent, and any Enhancement Providers an Officers' Certificate certifying that (i) as of the Removal Date, all requirements set forth in
Section 2.7 of the Agreement for removing such Accounts and reconveying the Receivables of such Removed Accounts and the Collateral Security, whether existing at the close of business on the Removal Date or thereafter created from time to time until the termination of the Trust, have been satisfied, and (ii) each of the representations and warranties made by the Seller in Section 5 hereof is true and correct as of the date of this Reassignment and as of the Removal Date. The Trustee may conclusively rely on such Officers' Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

(b) The Seller shall have delivered to the Trustee, any Agent, any Enhancement Providers and each Rating Agency a Tax Opinion, dated the Removal Date, with respect to the removal of Accounts.

7. Ratification of Agreement. As supplemented by this Reassignment, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Reassignment shall be read, taken and construed as one and the same instrument.

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

9. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,
Seller,

By: DEUTSCHE FLOORPLAN
RECEIVABLES, INC., General Partner

By: ________________________________________
Name:
Title:

By: ________________________________________
Name:
Title:

THE CHASE MANHATTAN BANK, Trustee

By: ________________________________________
Name:
Title:

Schedule 1

List of Accounts

Delivered separately to the Trustee and deemed to be incorporated herein.

Schedule 2

The Collection Account for the Trust has been established with The Chase Manhattan Bank, Account #507-865677.

Exhibit 4.6

FIRST OMNIBUS AMENDMENT TO
AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
AND SUPPLEMENTS

THIS FIRST OMNIBUS AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING
AGREEMENT AND SUPPLEMENTS, dated as of as of December 31, 2002 (this "Amendment"), is among Deutsche Floorplan Receivables, L.P. ("Limited Partnership"), a Delaware limited partnership, GE Commercial Distribution Finance Corporation ("CDF"), a Nevada corporation (formerly known as Deutsche Financial Services Corporation), as Servicer, Wilmington Trust Company ("WTC") (successor to The Chase Manhattan Bank), as Trustee, and CDF Financing, L.L.C. ("LLC"), a Delaware limited liability company.

BACKGROUND

The parties hereto include the parties to the following agreements:

1. Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2000, among Limited Partnership as Seller, CDF as Servicer and WTC as Trustee (as amended from time to time, the "PSA");

2. Series 2000-1 Supplement, dated as of April 1, 2000 (as amended from time to time, the "Series 2000-1 Supplement"), among Limited Partnership as Seller, CDF as Servicer and WTC as Trustee;

3. Series 2000-2 Supplement, dated as of April 1, 2000 (as amended from time to time, the "Series 2000-2 Supplement"), among Limited Partnership as Seller, CDF as Servicer and WTC as Trustee; and

4. Series 2000-4 Supplement, dated as of July 1, 2000 (as amended from time to time, the "Series 2000-4 Supplement"); the Series 2000-1 Supplement, the Series 2000-2 Supplement, and the Series 2000-4 Supplement may be referred to collectively as the "Supplements"; the Supplements and the PSA may be referred to collectively as the "Agreements" and individually as an "Agreement"), among Limited Partnership as Seller, CDF as Servicer, and WTC as Trustee.

The parties hereto desire to amend each of the Agreements as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions. Capitalized terms defined in an Agreement and used but not otherwise defined herein have the meanings given to them in such Agreement.

First Omnibus Amendment - CDF

SECTION 2. Preambles. The phrase "Deutsche Floorplan Receivables, L.P., a Delaware limited partnership, as Seller" as it appears in the Preamble of each of the Agreements is hereby deleted and replaced by:

"CDF Financing, L.L.C., a Delaware limited liability company, as Seller".

SECTION 3. Section 1.1 of PSA.

(a) Section 1.1 of the PSA is hereby amended by adding the following definitions:

"CDF" shall mean GE Commercial Distribution Finance Corporation (formerly known as Deutsche Financial Services Corporation), a Nevada corporation, and its successors.

"First Tier Transfer Agreement" means the Receivables Contribution and Sale Agreement, dated as of December 1, 1993, amended and restated as of March 1, 1994, as amended as of January 24, 1996, amended and restated as of October 1, 1996, and amended as of December 31, 2002, between CDF and Deutsche FRLP, as the same may be further amended and restated or otherwise modified from time to time.

"GECC" shall mean General Electric Capital Corporation, a Delaware Corporation, and its successors.

"GECS" shall mean General Electric Capital Services, Inc., a Delaware corporation, and its successors.

"LLC" shall mean CDF Financing, L.L.C., a Delaware limited liability company, and its successors.

"LLC Certificate" shall mean the certificate executed by the Seller and authenticated by the Trustee, substantially in the form of Exhibit A to the Existing Pooling and Servicing Agreement.

(b) Section 1.1 of the PSA is hereby amended by deleting the following definitions:

"Deutsche FRI"

"Deutsche FRLP Certificate"

"Deutsche North America"

"DFS"

(c) Section 1.1 of the PSA is hereby amended by amending the following defined terms to read as follows:

"Officers' Certificate" with respect to any Person shall mean, unless otherwise specified in this Agreement, a certificate signed by an officer or manager of such

2 First Omnibus Amendment - CDF

Person (or, if such Person is a limited partnership, a certificate signed by an officer or manager of the general partner of such limited partnership).

"Rating Agency" shall mean, with respect to any outstanding Series or Class, each statistical rating agency, if any, selected by the Seller (or, if such Series or Class was issued prior to 2003, selected by Deutsche FRLP) to rate the Investor Certificates of such Series or Class.

"Receivables Contribution and Sale Agreement" shall mean the Receivables Contribution and Sale Agreement dated as of December 31, 2002 between Deutsche FRLP and the LLC, as the same may be amended, amended and restated or otherwise modified from time to time.

"Seller" shall mean the LLC.

"Trustee" shall mean Wilmington Trust Company, or its successor in interest, or any successor trustee appointed as herein provided.

"Vice President" when used with respect to any Person shall mean a vice president or a manager of such Person, whether or not designated by a number or word or words added before or after the title "vice president" or "manager".

(d) Clause (ii) of the definition of Participation Agreement in Section 1.1 of the PSA is hereby amended by deleting the phrase "Receivables Contribution and Sale Agreement" and replacing it with the phrase "First Tier Transfer Agreement".

SECTION 4. Deutsche FRLP.

(a) Section 13.6 of the PSA is hereby amended by deleting the phrases:

(i) in the case Deutsche FRLP, 655 Maryville Centre Drive, St. Louis, Missouri 63141, Attention: Secretary,

(iii) in the case of the Trustee: 450 West 33rd Street, 14th Floor, New York, New York 10001, Attention: Capital Markets Fiduciary Services, Deutsche Floorplan Receivables,

and replacing them with the phrases:

(i) in the case of LLC, 655 Maryville Centre Drive, St. Louis, Missouri, 63141, Attention: Manager,

(iii) in the case of the Trustee, 1100 N. Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

(b) The definition of "Facility Account" in Section 1.1 of the Series 2000-4 Supplement is hereby amended in its entirety to read as follows:

3 First Omnibus Amendment - CDF

"Facility Account" shall mean a bank account specified by the Administrative Agent upon ten (10) days' prior written notice to the Trustee, the Managing Agents, the Seller and the Servicer from time to time.

(c) All references in the Agreements to "the Deutsche FRLP Certificate" are hereby deleted and replaced with a reference to "the LLC Certificate".

SECTION 5. References to the Uniform Commercial Code/State of Missouri.

(a) Clause (m) of the definition "Eligible Receivable" in Section 1.1 of the PSA is hereby amended by replacing the reference to "State of Missouri" with "applicable jurisdiction".

(b) Section 2.1 of the PSA is hereby amended by replacing all references to "State of Missouri" with "applicable jurisdiction".

(c) Section 2.1 of the PSA is hereby amended by replacing all references therein to "Section 9-306 of the UCC" with "the UCC", and by replacing the reference therein to "9-105 of the UCC" with "the UCC".

SECTION 6. References to Partnership.

(a) Sections 2.3 and 2.6(k) of the PSA are hereby amended by replacing all references therein to "limited partnership" with "limited liability company" and by replacing all references therein to "partnership" with "limited liability company".

(b) Section 2.6(f) of the PSA is hereby amended by replacing the phrase "limited partnerships" with "limited liability companies".

(c) Section 2.6(j) of the PSA is hereby amended in its entirety to read as follows:

"(j) Merger, Etc. The Seller shall not (i) enter into any transaction of merger or consolidation unless (A) the surviving Person of such merger or consolidation assumes all of the Seller's obligations under this Agreement, (B) the Seller shall have given the Rating Agencies and the Trustee at least 10 days' prior notice and the Rating Agency Condition shall have been satisfied with respect to such transaction and (C) such merger or consolidation does not conflict with any provisions of the limited liability company agreement of the Seller, or (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), or (iii) acquire or be acquired by any Person, or (iv) otherwise make (or suffer) any material change in the organization of or method of conducting its business."

(d) Section 7.3 of the PSA is hereby amended by replacing the phrase "Seller's agreement of limited partnership" with "Seller's limited liability company agreement".

SECTION 7. Series 2000-4 Supplement.

4 First Omnibus Amendment - CDF

(a) The definition of "Excess Servicing" in Section 2.1 of the Series 2000-4 Supplement is hereby amended by replacing "Section 4.6(a)(ix)" with "Section 4.6(a)(x)".

(b) Section 9.8 of the Series 2000-4 Supplement is hereby amended by deleting the last sentence of the Section and by replacing it with the following:

"Change of Control" shall mean that CDF, the LLC, Deutsche FRLP or the general partner of Deutsche FRLP shall fail to be owned or controlled, indirectly or directly, by GECS and/or GECC.

(c) Section 9.11 of the Series 2000-4 Supplement is hereby amended by replacing each reference therein to "the seller or the general partner of the Seller" with "the Seller, Deutsche FRLP, or the general partner of Deutsche FRLP".

SECTION 8. Deutsche Bank AG; Deutsche North America. Except as otherwise provided in this Amendment, (a) all references to "Deutsche Bank AG" in the Agreements are hereby deleted and replaced with "GECS" and (b) all references to "Deutsche North America" in the Agreements are hereby deleted and replaced with "GECS".

SECTION 9. DFS. All references to "DFS" in the Agreements are hereby deleted and replaced with "CDF".

SECTION 10. The Chase Manhattan Bank. The parties hereto agree and acknowledge that WTC has succeeded to The Chase Manhattan Bank as the Trustee under the Agreements. All references to "The Chase Manhattan Bank" in the Agreements are hereby deleted and replaced with "Wilmington Trust Company".

SECTION 11. Amendment to Section 2.5(d)(x) of the PSA. Section 2.5(d)(x)(B) is hereby amended by deleting the phrase "less frequently" and replacing it with the phrase "more frequently".

SECTION 12. Amendment to Section 2.6(k) of the PSA. Section 2.6(k) of the PSA is hereby amended by adding the following at the end thereof, immediately prior to the period at the end thereof: "or the Seller Certification Condition shall have been satisfied with respect thereto. "Seller Certification Condition" shall mean, with respect to any event, circumstance, matter, or action, that such event, circumstance, matter or action shall not adversely affect in any material respect the interests of Investor Certificateholder (as evidenced by an Officer's Certificate of the Seller)."

SECTION 13. Amendment to Section 11.7(b) of the PSA. Section 11.7(b) of the PSA is hereby amended by deleting "The Servicer" and "the Servicer" in each place either such phrase appears and replacing each such phrase with "GECS".

SECTION 14. Amendment to Section 13.4 of the PSA. Section 13.4 of the PSA is hereby amended in its entirety to read as follows:

"Section 13.4 No Petition. The Servicer, CDF (if it is no longer the Servicer) and the Trustee (not in its individual capacity but solely as Trustee), by entering into this Agreement,

5 First Omnibus Amendment - CDF

each Investor Certificateholder, by accepting an Investor Certificate or an interest in an Investor Certificate, each holder of a Supplemental Certificate by accepting a Supplemental Certificate, and any Successor Servicer and each other Beneficiary and each Certificate Owner, by accepting the benefits of this Agreement, hereby covenants and agrees or is deemed to covenant and agree, that they shall not at any time institute against, or encourage or solicit any Person to institute against, the Seller, the Trust, Deutsche FRLP or the general partner of Deutsche FRLP, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law."

SECTION 15. Amendment to Section 13.5 of the PSA. Section 13.5 of the PSA is hereby amended in its entirety to read as follows:

"Section 13.5. Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS OF THE STATE OF NEW YORK)."

SECTION 16. Submission to Jurisdiction. Each of the parties to this Amendment hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Amendment or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth in Section 13.6 of PSA (or, in the case of Deutsche FRLP, at its address set forth in the Receivables Contribution and Sale Agreement) or at such other address notified to the other parties to this Amendment; and

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 17. Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS OF THE STATE OF NEW YORK).

6 First Omnibus Amendment - CDF

(b) This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Executed counterparts of this Amendment may be delivered by facsimile transmission or other electronic transmission.

(c) The Agreements, as amended hereby, remain in full force and effect. Any reference to the Agreements after the date hereof shall be deemed to refer to the Agreements as amended hereby, unless otherwise expressly stated therein.

(d) The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever.

[SIGNATURES FOLLOW]

7 First Omnibus Amendment - CDF

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

WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as Trustee

By: Deutsche Bank Trust Company Americas
(f/k/a Bankers Trust Company), as Agent

By: /s/ Louis Bodi
    -----------------------------------------------
Name: Louis Bodi
Title: Vice President

S-1 First Omnibus Amendment - CDF

GE COMMERCIAL DISTRIBUTION
FINANCE CORPORATION, as Servicer

By: /s/ Joseph B. Thomas
    -----------------------------------------------
Name: Joseph B. Thomas
Title: Finance Manager

S-2 First Omnibus Amendment - CDF

DEUTSCHE FLOORPLAN RECEIVABLES, L.P., as
Seller

By: DEUTSCHE FLOORPLAN RECEIVABLES,
INC., its general partner

By: /s/ Joseph B. Thomas
    -----------------------------------------------
Name: Joseph B. Thomas
Title: Treasurer

S-3 First Omnibus Amendment - CDF

CDF FINANCING, L.L.C.

By: /s/ Cristina Harter
    -----------------------------------------------
Name: Cristina Harter
Title: Manager

S-4 First Omnibus Amendment - CDF

Exhibit 4.7

SECOND OMNIBUS AMENDMENT TO
AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
AND SUPPLEMENTS

THIS SECOND AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT AND SUPPLEMENTS, dated as of as of April 1, 2003 (this "Amendment"), is among GE Commercial Distribution Finance Corporation ("CDF"), a Nevada corporation (formerly known as Deutsche Financial Services Corporation), as Servicer, Wilmington Trust Company ("WTC") (successor to The Chase Manhattan Bank), as Trustee, and CDF Financing, L.L.C. ("LLC"), a Delaware limited liability company.

BACKGROUND

The parties are parties to the following agreements:

1. the Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2000, as amended (as so amended, the "PSA") among the LLC, CDF, as Servicer, and WTC, as Trustee;

2. the Series 2000-2 Supplement, dated as of April 1, 2000, as amended (as so amended, the "Series 2000-2 Supplement"), among the LLC, CDF, as Servicer, and WTC, as Trustee; and

3. the Series 2000-4 Supplement, dated as of July 1, 2000, as amended (as so amended, the "Series 2000-4 Supplement"); the Series 2000-2 Supplement and the Series 2000-4 Supplement may be referred to collectively as the "Supplements"; the Supplements and the PSA may be referred to collectively as the "Agreements" and individually as an "Agreement"), among the LLC, CDF, as Servicer, and WTC, as Trustee.

The parties hereto desire to amend each of the Agreements as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions. Capitalized terms defined in an Agreement and used but not otherwise defined herein have the meanings given to them in such Agreement.

SECTION 2. Section 1.1 of the PSA.

(a) Section 1.1 of the PSA is hereby amended by amending the following defined terms to read as follows:

"Dealer Overconcentration" shall be determined by the Servicer on each Determination Date. A Dealer Overconcentration shall exist with respect to a Dealer (an "Overconcentrated Dealer") if the aggregate amount of the Principal Receivables owed by such Dealer exceeds the applicable Dealer Concentration Limit. "Dealer Concentration Limit" is a dollar amount calculated as a percentage of the Pool Balance as of the end of each Collection Period (the "Concentration Limit Percentage"). If the Dealer is among the eight Dealers owing the largest amount of Principal Receivables as of the end of a Collection Period (the "Top 8 Dealers"), the Concentration Limit Percentage is currently two and one-half percent (2.5%). If the Dealer is not among the Top 8 Dealers, the Concentration Limit Percentage is currently two percent (2%). The Concentration Limit Percentage for the Top 8 Dealers, as well as the Concentration Limit Percentage for the other Dealers, may be increased or decreased from time to time by the Transferor upon notice to the Trustee and the Servicer without the consent of any Investor Certificateholder if the Rating Agency Condition has been satisfied in connection with that increase or decrease. For purposes of the definitions of Dealer Overconcentration, Overconcentrated Dealer and Top 8 Dealers, a Dealer and all of its Affiliates that are Dealers shall be considered to be a single Dealer. For so long as a Dealer Overconcentration exists, allocations of Principal Collections, Non-Principal Collections, Defaulted Amounts and Miscellaneous Payments related to an Overconcentrated Dealer shall be allocated in accordance with Section 4.5.

"Manufacturer Overconcentration" on any Determination Date shall mean, with respect to all Accounts covered by a Floorplan Agreement with the same Manufacturer as obligor, the excess of (a) the aggregate of all amounts of Principal Receivables in such Accounts on the last day of the Collection Period immediately preceding such Determination Date that are covered by such Floorplan Agreement over
(b) 15% of the Pool Balance on the last day of such immediately preceding Collection Period (in the case of each of the Manufacturers that is among the three Manufacturers which are parties to Floorplan Agreements covering the largest aggregate amounts of Principal Receivables) or 10% of the Pool Balance on the last day of such immediately preceding Collection Period (in the case of Manufacturers other than such top three Manufacturers (or, in each case, if the Rating Agency Condition is satisfied, such larger percentage of such Pool Balance as is stated in the notice from each applicable Rating Agency in connection with the satisfaction of such Rating Agency Condition).

"Net Receivables Rate" shall mean, with respect to a Payment Date and unless otherwise specified for a Series in the related Supplement, (i) the weighted average of the interest rates borne by the Receivables during the second Collection Period preceding such Payment Date (interest payments on the Receivables at such rates being due and payable in the Collection Period preceding such Payment Date) plus (ii) the product of (x) the Monthly Payment Rate for the Collection Period preceding such Payment Date, (y) the Discount Factor for such Payment Date and (z) twelve less (iii) 2% per annum unless the

Monthly Servicing Fee has been waived (other than a deemed waiver) pursuant to each Supplement, in which case solely, for that Payment Date, "2% per annum" will be deemed to be replaced by "0% per annum".

"Product Line Overconcentration" on any Determination Date shall mean, with respect to Accounts created pursuant to Wholesale Financing Agreements, the excess of (a) the aggregate of all amounts of Principal Receivables in such Accounts that represent financing for a single Product line (according to CDF's classification system) on the last day of the Collection Period immediately preceding such Determination Date over (b) (i) twenty-five percent (25%) of the Pool Balance on the last day of such immediately preceding Collection Period if such Product line is not recreational vehicles or boats or boat motors, (ii) thirty-five percent (35%) of that Pool Balance if that product line is recreational vehicles, or (iii) thirty-five percent (35%) of that Pool Balance if that product line is boats or boat motors or, in the case of clause (i), (ii) or
(iii), if the Rating Agency Condition is satisfied, such larger percentage of such Pool Balance as is stated in the applicable notice from each applicable Rating Agency in connection with the satisfaction of such Rating Agency Condition.

"Rating Agency Condition" shall mean, with respect to any action, that each Rating Agency shall have notified the Transferor or the Servicer or the Trustee in writing that such action shall not result in a reduction or withdrawal of such Rating Agency's rating of any outstanding Series or Class with respect to which it is a Rating Agency. The Rating Agency Condition shall be inapplicable at any time that no such Series or Class is outstanding.

"Specified Party" means any of the Transferor, General Electric Capital Corporation, the Limited Partnership, the Servicer, CDF, if it is not the Servicer, GECS, so long as CDF is an Affiliate of GECS, or, if GECS has merged or consolidated with another Person, the surviving Person (but only so long as CDF is an Affiliate of the surviving Person) or any other Person which is the direct, controlling shareholder of CDF.

"Unconcentrated Pool Balance" shall mean, as of the end of any Collection Period, the lesser of: (1) the Pool Balance at the end of such Collection Period, and (2)(a)(i) such Pool Balance minus (ii) the sum of the Principal Receivables in all Accounts of all Overconcentrated Dealers at the end of such Collection Period, divided by (b)(i) 100% minus (ii) the sum of (x) the product of (A) the number of Overconcentrated Dealers as to which the applicable Concentration Limit Percentage is 2.5% and (B) 2.5%, (y) the product of (A) the number of Overconcentrated Dealers as to which the applicable Concentration Limit Percentage is 2% and (B) 2%, and (z) the product of (A) the number of Overconcentrated Dealers as to which the applicable Concentration Limit Percentage is other than 2.5% or 2% and (B) in each case, such applicable Concentration Limit Percentage.

(b) The definition of "Eligible Investments" in Section 1.1 of the PSA is hereby further amended by inserting "and" after the semicolon at the end of clause (e) thereof, by replacing ", and" at the end of clause (f) thereof with a period, and by deleting clause (g) thereof.

(c) Section 1.1 of the PSA is hereby further amended by adding the following terms thereto in appropriate alphabetical order:

"Payment Date" shall mean the fifteenth day of each month or, if such day is not a Business Day, the next succeeding Business Day.

"Transferor" shall mean CDF Financing, L.L.C., and its successors.

(d) Section 2.4(a) of the PSA is hereby amended by adding the following new subsection at the end thereof:

"(v) The additional representations and warranties set forth in Schedule 3 hereto are true and correct."

(e) Section 4.3 of the PSA is hereby amended by adding the following new paragraph (f) at the end thereof:

"(f) For avoidance of doubt, Collections that are not required by this Agreement or a Supplement (i) to be held or deposited in a Trust account, or (ii) to be paid to a Person specified in this Agreement or a Supplement, may be released to the Transferor."

(f) Subsection 11.14(i) of the PSA is hereby amended by deleting the words "New York" where they appear in such subsection and replacing them with the word "Delaware".

(g) Section 11.15 of the PSA is hereby amended by deleting the first sentence of such section and replacing it with the following sentence:

"The Trustee shall maintain at its expense in Wilmington, Delaware or New York, New York, an office or offices or agency or agencies where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be served."

(h) The PSA is hereby amended by adding Schedule 3 attached hereto as Schedule 3 to the PSA.

(i) Subsection 13.6(a)(iii) of the PSA is hereby amended by inserting the following phrase at the end of such subsection: "with a copy to Deutsche Bank Trust Company Americas, as agent, 280 Park Avenue, MS NYC03-0918, New York, NY 10017 Attention: Corporate Trust & Agency Services / Structured Finance Group".

SECTION 3. Series 2000-2 Supplement.

Section 6.1(d) of the Series 2000-2 Supplement is hereby amended to read in its entirety as follows:

"(d) on any Determination Date occurring in the months of November through June, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than twenty percent (20%) (or a lower percentage if the Rating Agency Condition has been satisfied with respect to that lower percentage) or on any Determination Date occurring in the months of July through October, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than twenty-two and one-half percent (22.5%) (or a lower percentage if the Rating Agency Condition has been satisfied with respect to that lower percentage); or".

SECTION 4. Series 2000-4 Supplement.

(a) Section 6.1(c) of the Series 2000-4 Supplement is hereby amended to read in its entirety as follows:

"(c) on any Determination Date occurring in the months of November through June, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than twenty percent (20%) (or a lower percentage if (i) the Rating Agency Condition has been satisfied with respect to that lower percentage, and (ii) the Managing Agents shall have consented in writing to such lower percentage, which consent shall not be unreasonably withheld) or on any Determination Date occurring in the months of July through October, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than twenty-two and one-half percent (22.5%) (or a lower percentage if (i) the Rating Agency Condition has been satisfied with respect to that lower percentage, and (ii) the Managing Agents shall have consented in writing to such lower percentage, which consent shall not be unreasonably withheld); or".

(b) Section 6.1(e) of the Series 2000-4 Supplement is hereby amended by inserting "in" immediately after "amounts on deposit".

SECTION 5. Submission to Jurisdiction. Each of the parties to this Amendment hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Amendment or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth in Section 13.6 of the PSA or at such other address notified to the other parties to this Amendment; and

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 6. Distribution Date Statement. The calculations set forth in the Distribution Date Statement to be delivered for April, 2003 shall be determined after giving effect to the amendments set forth in this Amendment.

SECTION 7. Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS OF THE STATE OF NEW YORK).

(b) This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Executed counterparts of this Amendment may be delivered by facsimile transmission or other electronic transmission.

(c) The Agreements, as amended hereby, remain in full force and effect. Any reference to an Agreement (whether in such Agreement or in any other agreement or document) after the date hereof shall be deemed to refer to such Agreement as amended hereby, unless otherwise expressly stated therein.

(d) The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever.

[SIGNATURES FOLLOW]

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

WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as Trustee

By: Deutsche Bank Trust Company Americas
(f/k/a Bankers Trust Company), as Agent

By: /s/ Louis Bodi
    ------------------------------------------
Name: Louis Bodi
Title: Vice President

S-1 Second Omnibus Amendment - CDF

GE COMMERCIAL DISTRIBUTION FINANCE
CORPORATION, as Servicer

By: /s/ Walter D. Bay
    ------------------------------------------
Name: Walter D. Bay
Title: Attesting Secretary

S-2 Second Omnibus Amendment - CDF

CDF FINANCING, L.L.C.

By: /s/ Cristina Harter
    ------------------------------------------
Name: Cristina Harter
Title: Manager

S-3 Second Omnibus Amendment - CDF

SCHEDULE 3

Perfection Representations and Warranties

1. General. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in all of the Transferor's right, title and interest in, to and under (i) the Receivables, (ii) the Collateral Security and all proceeds thereof, (iii) the Floorplan Agreements and (iv) the Receivables Contribution and Sale Agreement (clauses (i), (ii), (iii) and (iv) may be referred to herein as the "Receivables Property") in favor of the Trustee, which (a) is enforceable against creditors of and purchasers from the Transferor, as such enforceability may be limited by applicable law, now or hereafter in effect, and by general principles of equity (whether considered in a suit at law or in equity), and (b) will be prior to all other Liens (other than Liens permitted pursuant to paragraph 5 below) in such property.

2. Characterization. The Receivables constitute "accounts", "general intangibles" or "tangible chattel paper" within the meaning of UCC Section 9-102. The Transferor has taken all steps necessary to perfect its security interest in the rights of the Limited Partnership in the property securing the Receivables Property.

3. Creation. Immediately prior to the conveyance of the Receivables pursuant to this Agreement, the Transferor owns and has good and marketable title to, or has a valid security interest in the Limited Partnership's rights in, the Receivables Property free and clear of any Lien, claim or encumbrance of any Person.

4. Perfection. The Transferor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Trustee under this Agreement in the Transferor's rights in the Receivables Property.

5. Priority. Other than the security interests granted to the Trustee pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables Property except as permitted by this Agreement. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Receivables Property other than any financing statement (i) relating to the security interests granted to the Trustee under this Agreement, (ii) that has been terminated, or (iii) that has been granted pursuant to the terms of the Related Documents. None of the tangible chattel paper that constitutes or evidences the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee. The Transferor is not aware of any judgment, ERISA or tax lien filings against it.

6. Survival of Perfection Representations. Notwithstanding any other provision of this Agreement or any other Related Document, the Perfection Representations contained in this Schedule 3 shall be continuing, and remain in full force and effect.

3-1

7. No Waiver. The parties to this Agreement: (i) shall not, without satisfying the Rating Agency Condition, waive any of the representations and warranties in this Schedule 3 (the "Perfection Representations"); (ii) shall provide the Rating Agencies with prompt written notice of any breach of the Perfection Representations, and shall not, without satisfying the Rating Agency Condition (as determined after any adjustment or withdrawal of the ratings following notice of such breach) waive a breach of any of the Perfection Representations.

8. Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of the Transferor and the Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including such actions as are requested by the Trustee) to maintain and perfect, as a first priority interest, the Trustee's security interest in the Transferor's rights in the Receivables Property. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Trustee for the Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for in this paragraph) the Servicer to file, all financing statements, amendments, continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Trustee's security interest in the Transferor's rights in the Receivables Property as a first-priority interest (each a "Filing"). The Servicer shall present each such Filing to the Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Trustee pursuant to the Section 2.1 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the UCC in the applicable jurisdiction (or if the UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for the Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, the Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the UCC. Notwithstanding anything else in this Agreement to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Trustee in accordance with this paragraph (8).

Any reference in this Schedule to the Rating Agency Condition shall be construed as if Standard & Poor's were the only Rating Agency.

3-2

Exhibit 4.8

CDF FINANCING, L.L.C.,
as Transferor,

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
as Servicer,

and

WILMINGTON TRUST COMPANY,

as Trustee

SERIES 2004-NTC SUPPLEMENT

Dated as of [ ], 2004

to

AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Dated as of April 1, 2000

DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
SERIES 2004-NTC

Series 2004-NTC Supplement

TABLE OF CONTENTS

                                                                                                               PAGE
ARTICLE I       CREATION OF THE SERIES 2004-NTC CERTIFICATE...............................................      1

         SECTION 1.1    DESIGNATION.......................................................................      1

ARTICLE II      Definitions...............................................................................      1

         SECTION 2.1    DEFINITIONS.......................................................................      1

ARTICLE III     Servicing Fee.............................................................................      9

         SECTION 3.1    Servicing Compensation............................................................      9

         SECTION 3.2    Servicer Advances................................................................      10

ARTICLE IV      RIGHTS OF SERIES 2004-NTC CERTIFICATEHOLDER AND ALLOCATION AND APPLICATION OF
                COLLECTIONS..............................................................................      10

         SECTION 4.1    Allocations; Payments to Transferor..............................................      10

         SECTION 4.2    Monthly Interest; Determination of Certificate Rate..............................      10

         SECTION 4.3    Determination of Monthly Principal...............................................      11

         SECTION 4.4    Establishment of [Reserve Fund and] Funding Accounts.............................      11

         SECTION 4.5    Deficiency Amount................................................................      13

         SECTION 4.6    Application of Investor Non-Principal Collections, Investment Proceeds,
                        Servicer Advances and Available Investor Principal Collections...................      14

         SECTION 4.7    Payments to Series 2004-NTC Certificateholder....................................      15

         SECTION 4.8    Application of Reserve Fund......................................................      16

         SECTION 4.9    Investor Charge-Offs.............................................................      16

         SECTION 4.10   Transferor Amount................................................................      17

         SECTION 4.11   Excess Principal Collections.....................................................      17

ARTICLE V       PAYMENT AND REPORTS TO SERIES 2004-NTC CERTIFICATEHOLDER.................................      17

         SECTION 5.1    Payments.........................................................................      17

         SECTION 5.2    Reports and Statements to Series 2004-NTC Certificateholder......................      17

ARTICLE VI      EARLY AMORTIZATION EVENTS................................................................      18

         SECTION 6.1    Additional Early Amortization Events.............................................      18

ARTICLE VII     OPTIONAL REPURCHASE......................................................................      19

         SECTION 7.1   Optional Repurchase...............................................................      19

ARTICLE VIII    FINAL PAYMENTS...........................................................................      20

-i- Series 2004-NTC Supplement

TABLE OF CONTENTS
(continued)

                                                                                                             PAGE
         SECTION 8.1    Sale of Certificateholder's Interest Pursuant to Section 2.3 of the
                        Agreement; Payments Pursuant to Section 7.1 of this Series Supplement or
                        Section 2.3 or 12.2(c) of the Agreement..........................................      20

         SECTION 8.2    Payment of Proceeds of Sale, Disposition or Liquidation of the
                        Receivables Pursuant to Section 9.2 of the Agreement.............................      20

ARTICLE IX      MISCELLANEOUS PROVISIONS.................................................................      21

         SECTION 9.1    Securities Law Filings...........................................................      21

         SECTION 9.2    Ratification of Agreement........................................................      21

         SECTION 9.3    Counterparts.....................................................................      21

         SECTION 9.4    Governing Law....................................................................      21

         SECTION 9.5    [reserved].......................................................................      21

         SECTION 9.6    The Trustee; Paying Agent; Transfer Agent and Registrar..........................      21

         SECTION 9.7    Instructions in Writing..........................................................      22

         SECTION 9.8    [Initial Funding of Reserve Fund.................................................      22

         SECTION 9.9    Severability; Certificate Rate Limitation........................................      22

         SECTION 9.10   Headings.........................................................................      22


EXHIBIT A                  FORM OF NOTE TRUST CERTIFICATE
EXHIBIT B                  FORM OF PAYMENT DATE STATEMENT

SCHEDULE 1                 SERIES 2004-NTC ACCOUNTS

-ii- Series 2004-NTC Supplement

SERIES 2004-NTC SUPPLEMENT dated as of [ ], 2004 (this "Series Supplement"), among CDF FINANCING, L.L.C., a Delaware limited liability company, as Transferor, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Nevada corporation, as Servicer, and WILMINGTON TRUST COMPANY, as successor to The Chase Manhattan Bank, as Trustee.

Pursuant to Section 6.3 of the Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2000 (as amended, the "Agreement"), among the Transferor, the Servicer and the Trustee, the Transferor may from time to time direct the Trustee to issue, on behalf of the Trust, one or more new Series of Investor Certificates.

Pursuant to this Series Supplement, the Transferor and the Trustee shall create a new Series of Investor Certificates and specify the Principal Terms thereof.

ARTICLE I

Creation of the Series 2004-NTC Certificate

SECTION 1.1 Designation.

(a) There is hereby created a Series of Investor Certificates to be issued pursuant to the Agreement and this Series Supplement to be known as the "Note Trust Certificate" or the "Series 2004-NTC Certificate", which shall consist of one Class.

(b) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Series Supplement shall govern.

ARTICLE II

Definitions

SECTION 2.1 Definitions.

(a) Whenever used in this Series Supplement the following words and phrases shall have the following meanings:

"Accumulation Period" shall mean, unless an Early Amortization Event shall have occurred prior thereto (other than an Early Amortization Event which has resulted in an Early Amortization Period which has ended as described in clause
(c) of the definition of Early Amortization Period in the Agreement), the period commencing on the Accumulation Period Commencement Date and ending upon the earlier of (a) the commencement of an Early Amortization Period and (b) the Expected Final Payment Date.

"Accumulation Period Commencement Date" shall mean the first day of the calendar month which is the fifth calendar month prior to the calendar month in which the Expected Final Payment Date occurs; provided, however, that upon written notice to the Trustee, the Servicer may elect to postpone the Accumulation Period Commencement Date so that the number of

Series 2004-NTC Supplement

months included in the Accumulation Period shall equal or exceed the Accumulation Period Length; provided, further, that such election shall only be permitted if the Accumulation Period Length is less than five months and that the Accumulation Period Commencement Date shall not be postponed beyond the first day of the calendar month which is the second calendar month prior to the calendar month in which the Expected Final Payment Date occurs.

"Accumulation Period Length" shall mean, as determined by the Servicer on each Determination Date, beginning with the Determination Date occurring in the calendar month which is the sixth calendar month prior to the calendar month in which the Expected Final Payment Date occurs, the number of calendar months that the Servicer expects to be required so that sufficient funds are on deposit in the Principal Funding Account no later than the Expected Final Payment Date to pay the outstanding principal balance of the Series 2004-NTC Certificate, based on (a) the expected monthly collections of Principal Receivables expected to be distributable to the Series 2004-NTC Certificateholder assuming a principal payment rate no greater than the lowest Monthly Payment Rate on the Receivables for the preceding three months, so that, for example, if the lowest Monthly Payment Rate for that preceding three month period is 50% or more, the number of calendar months required would be two; if the lowest Monthly Payment Rate for that preceding three month period is between 33.33% and 50%, the number of calendar months required would be three; if the lowest Monthly Payment Rate for that preceding three month period is between 25% and 33.33%, the number of calendar months required would be four; and if the lowest Monthly Payment Rate for that preceding three month period is between 20% and 25%, the number of calendar months required would be five; and (b) the amount of principal expected to be distributable to Investor Certificateholders of other Series which are expected to be in their accumulation or amortization periods during the Accumulation Period; provided, that in the event that no other Series are expected to be in their accumulation or amortization periods during the Accumulation Period, then the Servicer shall have the right to designate a shorter Accumulation Period Length than would be otherwise required by this definition of Accumulation Period Length.

"Additional Early Amortization Event" shall have the meaning specified in
Section 6.1.

"Additional Interest" shall have the meaning specified in Section 4.2(a).

"Adjustment Date" shall mean, with respect to any Interest Period, the second London Business Day preceding such Interest Period; provided, that with respect to the first Interest Period, the Adjustment Date shall be the Closing Date.

"Allocable Miscellaneous Payments" shall mean, with respect to any Payment Date, the product of (a) a fraction, the numerator of which is the Series 2004-NTC Allocation Percentage for the related Collection Period and the denominator of which is the sum of the series allocation percentages for all Series not in their revolving periods, and (b) Miscellaneous Payments with respect to the related Collection Period.

"Available Investor Principal Collections" shall mean, with respect to any Payment Date, the sum of (a) an amount equal to Investor Principal Collections for such Payment Date, (b) Allocable Miscellaneous Payments with respect to such Payment Date, and (c) on the Termination Date, any funds in the Reserve Fund after giving effect to Section 4.8.

2 Series 2004-NTC Supplement

["Certificate Rate" shall mean, for an Interest Period and the Payment Date immediately following such Interest Period, a rate per annum equal to LIBOR plus [ ] basis points ([ ]%) per annum.]

"Closing Date" shall mean [ ], 2004.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Controlled Accumulation Amount" shall mean the quotient obtained by dividing the Invested Amount as of the Determination Date on which the Accumulation Period Length is determined (after giving effect to any changes therein on such date) by the number of months comprising the Accumulation Period Length.

"Controlled Deposit Amount" shall mean, for any Payment Date with respect to the Accumulation Period, the excess, if any, of (i) the product of the Controlled Accumulation Amount and the number of Payment Dates from and including the first Payment Date during the Accumulation Period through and including such Payment Date over (ii) the sum of amounts on deposit in the Principal Funding Account, in each case before giving effect to any withdrawals from or deposits to such accounts on such Payment Date.

"Current Payment Date" shall have the meaning specified in Section 4.5.

"Deficiency Amount" shall have the meaning specified in Section 4.5.

"Early Amortization Event" shall mean any Early Amortization Event specified in Section 9.1 of the Agreement, together with any Additional Early Amortization Event specified in Section 6.1 of this Series Supplement.

"Early Amortization Period" shall mean an Early Amortization Period (as defined in the Agreement) with respect to Series 2004-NTC.

"Excess Principal Collections" shall have the meaning specified in Section 4.6(b).

"Expected Final Payment Date" shall mean the [July 2006] Payment Date.

"Floating Allocation Percentage" shall mean, with respect to any Collection Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Invested Amount as of the last day of the immediately preceding Collection Period and the denominator of which is the Unconcentrated Pool Balance as of such last day; provided, however, for the Collection Period in which the Closing Date occurs, the Floating Allocation Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the sum of the initial principal balance of the Series 2004-NTC Certificate and the denominator of which is the Unconcentrated Pool Balance on the last day of the Collection Period immediately preceding the Closing Date.

"Initial Invested Amount" shall mean, for any date, the result of (a) the Pool Balance (as defined in the Agreement), minus (b) the aggregate Invested Amount (as defined in the

3 Series 2004-NTC Supplement

Agreement) of all Series (other than Series 2004-NTC) then outstanding, minus
(c) the Required Participation Amount (as defined in the Agreement).

"Initial Servicer" shall mean CDF.

["Interest Funding Account" shall have the meaning specified in Section 4.4(b).]

["Interest Period" shall mean, with respect to any Payment Date, the period from and including the Payment Date immediately preceding such Payment Date (or, in the case of the first Payment Date, from and including the Closing Date) to, but excluding, such Payment Date.]

"Interest Shortfall" shall have the meaning specified in Section 4.2(a).

"Invested Amount" shall mean, for any date, an amount equal to (i) the Initial Invested Amount, minus (ii) the aggregate amount of Monthly Principal paid to the Series 2004-NTC Certificateholder prior to such date, minus (iii) the aggregate amount of all unreimbursed Investor Charge-Offs; provided, that the Invested Amount shall not be less than zero [and shall not be greater than six billion dollars ($6,000,000,000)].

"Investment Proceeds" shall mean, with respect to any Payment Date, all interest and other investment earnings (net of losses and investment expenses) on the related Determination Date on funds on deposit in the Series 2004-NTC Accounts, together with an amount equal to the Series 2004-NTC Allocation Percentage of the interest and other investment earnings (net of losses and investment expenses) on funds held in the Collection Account credited as of the related Determination Date to the Collection Account pursuant to Section 4.2 of the Agreement.

"Investor Certificateholder" shall have the meaning specified in the Agreement.

"Investor Charge-Off" shall have the meaning specified in Section 4.9.

"Investor Default Amount" shall mean, with respect to any Payment Date, an amount equal to the product of (a) the Defaulted Amount for the related Collection Period, after giving effect to any allocation of any portion of that Defaulted Amount to the Dealer Overconcentration Series, and (b) the Floating Allocation Percentage for the related Collection Period.

"Investor Non-Principal Collections" shall mean, with respect to any Payment Date, an amount equal to the product of (i) the Floating Allocation Percentage for the related Collection Period and (ii) Non-Principal Collections deposited in the Collection Account for the related Collection Period after giving effect to any allocations to the Dealer Overconcentration Series for such Collection Period.

"Investor Principal Collections" shall mean, with respect to any Payment Date, the sum of (a) the product of (i) the Floating Allocation Percentage, with respect to the Revolving Period, or the Principal Allocation Percentage, with respect to the Accumulation Period or an Early Amortization Period, for the related Collection Period (or the portion of the Collection Period which occurs as part of the first Collection Period during an Early Amortization Period), and
(ii) Principal Collections for the related Collection Period after giving effect to any allocations to the Dealer Overconcentration Series for such Collection Period and (b) the amount, if any, of

4 Series 2004-NTC Supplement

Non-Principal Collections to be allocated with respect to the Investor Default Amount or unreimbursed Investor Charge-Offs pursuant to Section 4.6(a)(iv) or 4.6(a)(v); provided, that in the case of clause (a), if for any Payment Date the sum of the Floating Allocation Percentage (if the Revolving Period is in effect), the Principal Allocation Percentage (if the Early Amortization Period or the Accumulation Period is in effect), the floating allocation percentages for all other outstanding Series of Investor Certificates in their revolving periods and the principal allocation percentages for all other outstanding Series of Investor Certificates in their early amortization or accumulation periods exceeds 100%, then, after giving effect to any allocations to the Dealer Overconcentration Series, Principal Collections shall be allocated among all Series (including Series 2004-NTC) pari passu and pro rata on the basis of such floating allocation percentages and principal allocation percentages.

["LIBOR" shall mean, with respect to any Interest Period, the offered rates for deposits in United States dollars having a maturity of one month (the "Index Maturity") commencing on the related Adjustment Date which appears on the Telerate Page 3750 as reported by Bloomberg Financial Markets Commodities News (or other such page as may replace Telerate Page 3750 for the purpose of displaying comparable rates) as of approximately 11:00 A.M., London time, on the date of calculation as determined by the Trustee. If at least two such offered rates appear on the Telerate Page 3750, LIBOR shall be the arithmetic mean (rounded upwards, if necessary, to the nearest seven decimals) of such offered rates. If fewer than two such offered rates appear, LIBOR with respect to such Interest Period shall be determined at approximately 11:00 A.M., London time, on such Adjustment Date on the basis of the rate at which deposits in United States dollars having the Index Maturity are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Trustee and in a principal amount equal to an amount of not less than U.S. $1,000,000 and that is representative for a single transaction in such market at such time. The Trustee shall request the principal London office of each of such banks to provide a quotation of its rate. If at least two such banks quote rates to the Trustee, LIBOR shall be the arithmetic mean (rounded upwards, if necessary, as aforesaid) of such quotations. If fewer than two of such banks quote rates to the Trustee, LIBOR with respect to such Interest Period shall be the arithmetic mean (rounded upwards, if necessary, as aforesaid) of the rates quoted at approximately 11:00 A.M., New York City time, on such Adjustment Date by three major banks in New York, New York selected by the Trustee for loans in United States dollars to leading European banks having the Index Maturity and in a principal amount equal to an amount of not less than U.S. $1,000,000 and that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid are not providing quotations as mentioned in this sentence, LIBOR in effect for the applicable period shall be LIBOR in effect for the previous period.]

["London Business Day" shall mean any business day on which dealings in deposits in United States dollars are transacted in the London interbank market.]

["Monthly Interest" shall have the meaning specified in Section 4.2.]

"Monthly Principal" shall have the meaning specified in Section 4.3.

"Monthly Servicing Fee" shall have the meaning specified in Section 3.1.

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"Note Trust" shall mean GE Dealer Floorplan Master Note Trust, a Delaware statutory trust.

"Note Trust Certificate" shall have the meaning specified in Section 1.1(a).

"Payment Date" shall mean the fifteenth day of each month or, if such day is not a Business Day, the next succeeding Business Day.

"Payment Date Statement" shall have the meaning specified in Section 5.2(a).

["Pool Factor" shall mean, with respect to any Determination Date, a number carried out to eleven decimals representing the ratio of the [Invested Amount] of the Series 2004-NTC Certificate as of such Determination Date (determined after taking into account any reduction in the [Invested Amount] of the Series 2004-NTC Certificate which shall occur on the following Payment Date) to the [Invested Amount] of the Series 2004-NTC Certificate on the Closing Date.

"Principal Allocation Percentage" shall mean, with respect to any Collection Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Invested Amount as of the last day of the Revolving Period and the denominator of which is the Unconcentrated Pool Balance as of the last day of the immediately preceding Collection Period.

"Principal Funding Account" shall have the meaning specified in Section 4.4(c).

"Reassignment Amount" shall mean, with respect to any Payment Date, after giving effect to any deposits and payments otherwise to be made on such Payment Date, the sum of (i) the Invested Amount on such Payment Date and (ii) the amounts distributable pursuant to Section 4.7(a)(i).

"Required Participation Percentage" shall mean, with respect to Series 2004-NTC, [ ] percent ([ ]%); provided, however, that the Transferor may, upon ten (10) days' prior notice to the Trustee, each Rating Agency and any Enhancement Provider, reduce the Required Participation Percentage to a percentage which shall not be less than 100%; provided, further, however, that the Rating Agency Condition is satisfied.

["Reserve Fund" shall have the meaning specified in Section 4.4(a).]

["Reserve Fund Deposit Amount" shall mean, with respect to any Payment Date, the amount, if any, by which (i) the Reserve Fund Required Amount for such Payment Date exceeds (ii) the amount of funds in the Reserve Fund after giving effect to any withdrawals therefrom on such Payment Date.]

["Reserve Fund Required Amount" shall mean, with respect to any Payment Date, an amount equal to the product of (a) [ ] percent ([ ]%) and (b) the aggregate outstanding principal balance of the Series 2004-NTC Certificate as of such Payment Date (after giving effect to any changes therein on such Payment Date).]

6 Series 2004-NTC Supplement

"Revolving Period" shall mean the period beginning at the opening of business on the Closing Date and ending on the earlier of (a) the close of business on the day immediately preceding the Accumulation Period Commencement Date, and (b) the close of business on the day an Early Amortization Period commences; provided, however, that, if any Early Amortization Period ends as described in clause (c) of the definition of Early Amortization Period in the Agreement, the Revolving Period shall recommence as of the close of business on the day such Early Amortization Period ends.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Series 2004-NTC" shall mean the Series of Investor Certificates, the terms of which are specified in this Series Supplement.

"Series 2004-NTC Accounts" shall have the meaning specified in Section 4.4(e).

"Series 2004-NTC Allocation Percentage" for a Collection Period shall mean the percentage equivalent of a fraction, the numerator of which is the Invested Amount on the last Business Day of the Collection Period immediately preceding such Collection Period and the denominator of which is the Trust Invested Amount on such last Business Day. The Series 2004-NTC Allocation Percentage is the "Series Allocation Percentage" for Series 2004-NTC for purposes of the Agreement.

"Series 2004-NTC Certificateholder" shall mean initially, CDF Funding, Inc., a Delaware corporation, and, after giving effect to the transfer of the Series 2004-NTC Certificate by CDF Funding, Inc. to the Note Trust, shall mean the Note Trust.

"Series 2004-NTC Certificateholder's Interest" shall mean that portion of the Certificateholders' Interest evidenced by the Series 2004-NTC Certificate.

"Series 2004-NTC Certificate" shall mean the Series 2004-NTC Certificate executed by the Transferor and authenticated by the Trustee, substantially in the form of Exhibit A.

"Series 2004-NTC Excess Principal Collection" shall mean that portion of Excess Principal Collections allocated to Series 2004-NTC pursuant to Section 4.11.

"Series 2004-NTC Monthly Servicing Fee" shall have the meaning specified in Section 3.1.

"Series 2004-NTC Principal Shortfall" with respect to any Payment Date, shall equal the excess of (i) (x) for any Payment Date with respect to the Accumulation Period, the Controlled Deposit Amount or (y) for any Payment Date with respect to an Early Amortization Period, the Invested Amount, over (ii) Available Investor Principal Collections for such Payment Date (excluding any portion thereof attributable to Excess Principal Collections).

"Servicer Advance" shall have the meaning specified in Section 3.2.

"Servicing Fee Rate" shall mean, with respect to Series 2004-NTC, [ ] percent ([ ]%).

7 Series 2004-NTC Supplement

"Special Payment Date" shall mean each Payment Date with respect to an Early Amortization Period (other than an Early Amortization Period that has ended as described in clause (c) of the definition of Early Amortization Period in the Agreement).

"Telerate Page 3750" shall mean the display designated as page 3750 on Telerate (or such other page as may replace such page on that service for the purpose of displaying London interbank offered rates of major banks).

"Termination Date" for Series 2004-NTC shall mean the [July 2008] Payment Date.

"Termination Proceeds" shall mean any proceeds arising out of a sale of Receivables (or interests therein) pursuant to Section 12.2(c) of the Agreement with respect to Series 2004-NTC.

"Transferor" shall mean CDF Financing, L.L.C. and its successors.

"Transferor Amount" shall mean, with respect to any Payment Date, the amount, if any, specified pursuant to Section 4.6(a)(vi) with respect to such Payment Date.

"Transferor's Interest" shall mean the interest in the Trust not allocated to the Certificateholders' Interest.

(b) Notwithstanding anything to the contrary in this Series Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used in this Series Supplement or the Agreement with respect to Series 2004-NTC, [Standard & Poor's, Moody's and Fitch]. As used in this Series Supplement and in the Agreement with respect to Series 2004-NTC, "highest investment category" shall mean [(i) in the case of Standard & Poor's, AAA and A-1+, as applicable, (ii) in the case of Moody's, Aaa and P-1, as applicable, and (iii) in the case of Fitch, AAA and F-1+, as applicable].

(c) All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Agreement. The definitions in Section 2.1 are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(d) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Series Supplement shall refer to this Series Supplement as a whole and not to any particular provision of this Series Supplement; references to any Article, Section or Exhibit are references to Articles, Sections and Exhibits in or to this Series Supplement unless otherwise specified; and the term "including" means "including without limitation".

(e) All references to any agreement (including the Agreement) shall be understood to be references to such agreement as it may be amended, amended and restated or otherwise modified from time to time.

8 Series 2004-NTC Supplement

ARTICLE III

Servicing Fee

SECTION 3.1 Servicing Compensation.

(a) A monthly servicing fee for Series 2004-NTC (the "Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on each Payment Date in respect of any Collection Period (or portion thereof) occurring prior to the first Payment Date on which the Invested Amount is zero, in an amount equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the product of
(i) the Series 2004-NTC Allocation Percentage and (ii) the Pool Balance as of the last day of the second Collection Period preceding such Payment Date. The share of the Monthly Servicing Fee allocable to the Series 2004-NTC Certificateholder with respect to any Payment Date (the "Series 2004-NTC Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the Invested Amount as of the last day of the second Collection Period preceding such Payment Date and shall be payable in the manner set forth in Section 4.6 and Section 4.10; provided, however, that with respect to the first Payment Date for Series 2004-NTC, clause (b) of this sentence shall be deemed to refer to the Invested Amount on the Closing Date. Notwithstanding the foregoing, with respect to the first Payment Date for Series 2004-NTC, each reference in the preceding sentences of this Section to one-twelfth shall be deemed to be replaced by a fraction, the numerator of which is the number of days from but excluding the Closing Date to and including the last day of the month in which the Closing Date occurs and the denominator of which is 360.

(b) The remainder of the Monthly Servicing Fee shall be paid by the Transferor and in no event shall the Trust, the Trustee or the Series 2004-NTC Certificateholder be liable for the share of the Monthly Servicing Fee to be paid by the Transferor; and the remainder of the Servicing Fee shall be paid by the Transferor and the Investor Certificateholders of other Series, the Trustee and the Series 2004-NTC Certificateholder shall in no event be liable for the share of the Servicing Fee to be paid by the Transferor or the Investor Certificateholders of other Series. The Series 2004-NTC Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for payment in accordance with the terms of this Series Supplement or to the extent that amounts may be netted with respect thereto in accordance with the terms of this Series Supplement or the Agreement.

[(c) The Servicer shall be permitted, in its sole discretion, to waive the Monthly Servicing Fee for any Payment Date, in whole or in part, by notice to the Trustee on or before the related Determination Date; provided, that the Servicer reasonably believes that sufficient Non-Principal Collections shall be available on any future Payment Date to pay the waived portion of Monthly Servicing Fee. The waived portion of such Monthly Servicing Fee shall be paid on a future Payment Date to the extent amounts are available therefor pursuant to
Section 4.10(a) or to the extent that amounts may be netted with respect thereto in accordance with the terms of this Series Supplement or the Agreement; provided, however, that, to the extent any such waived Monthly Servicing Fee is so paid, the related portion of the Monthly Servicing Fee to be paid by the Transferor shall be paid by the Transferor to the Servicer.]

9 Series 2004-NTC Supplement

[(d) If the Servicer is the Initial Servicer, and payment of any portion of the Monthly Servicing Fee to the Initial Servicer on a Payment Date would require a withdrawal from the Reserve Fund, then absent affirmative notice to the Trustee by the Initial Servicer to the contrary, the Initial Servicer shall be deemed to have waived payment of that portion on that Payment Date; provided, that a deemed waiver described in this sentence shall not occur on more than
[two] Payment Dates in any twelve month period and shall not occur on any [two] consecutive Payment Dates.]

SECTION 3.2 Servicer Advances. On or before each Payment Date, the Servicer will have the right, but not the obligation, to deposit into the Collection Account as an advance (a "Servicer Advance") an amount equal to the amount of interest due but unpaid on any Receivable for the related Collection Period (but only to the extent that the Servicer reasonably expects to recover that Servicer Advance from subsequent payments on that delinquent Receivable). No Servicer Advance shall be made by the Servicer for the principal portion of the Receivables or for Defaulted Receivables. The Servicer shall reimburse itself for a Servicer Advance on the subsequent Determination Date or Payment Date (and, if necessary, on other Determination Dates or Payment Dates) out of funds collected on all Receivables prior to the deposit of funds in the Collection Account.

ARTICLE IV

Rights of Series 2004-NTC Certificateholder and Allocation and Application of Collections

SECTION 4.1 Allocations; Payments to Transferor.

(a) Subject to Section 4.3(c) of the Agreement, and after giving effect to any allocations to the Dealer Overconcentration Series, Collections of Non-Principal Receivables and Principal Receivables, Miscellaneous Payments and Defaulted Amounts, as they relate to Series 2004-NTC, shall be allocated and distributed as set forth in this Article IV.

(b) The Servicer shall instruct the Trustee to withdraw from the Collection Account and pay (and the Trustee shall so withdraw and pay) to the Transferor on each Deposit Date any funds not required to be held therein (or not required to be transferred from the Collection Account to a deposit account for the benefit of Investor Certificateholders of any Series).

The withdrawals to be made from the Collection Account pursuant to this
Section 4.1(b) do not apply to deposits into the Collection Account that do not represent Collections, including Miscellaneous Payments, payment of the purchase price for the Certificateholders' Interest pursuant to Section 2.3 of the Agreement, payment of the purchase price for the Series 2004-NTC Certificateholder's Interest pursuant to Section 7.1 of this Series Supplement and proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 9.2 or 12.2 of the Agreement.

SECTION 4.2 [Monthly Interest; Determination of Certificate Rate.

(a) "Monthly Interest" with respect to the Series 2004-NTC Certificate on any Payment Date shall be an amount equal to the product of (i) the Certificate Rate, (ii) a fraction

10 Series 2004-NTC Supplement

the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, and (iii) (A) the Invested Amount as of the close of business on the preceding Payment Date (after giving effect to all Monthly Principal paid to the Series 2004-NTC Certificateholder on such preceding Payment Date, if any) or (B) in the case of the first Payment Date with respect to Series 2004-NTC, the Invested Amount as of the Closing Date. Interest on the Invested Amount shall be payable to the Series 2004-NTC Certificateholder on each Payment Date.

On the Determination Date preceding each Payment Date, the Servicer shall determine the excess, if any (the "Interest Shortfall"), of (x) the Monthly Interest for the Interest Period applicable to such Payment Date over (y) the amount which shall be available to be paid to the Series 2004-NTC Certificateholder as Monthly Interest from the Interest Funding Account on such Payment Date pursuant to this Series Supplement. "Additional Interest" shall mean, as of any Payment Date, an amount equal to the product of (i) the Certificate Rate for the Interest Period then ended, (ii) a fraction the numerator of which is the actual number of days in that Interest Period and the denominator of which is 360, and (iii) the Interest Shortfall, if any, for the previous Payment Date. Notwithstanding anything to the contrary herein, Additional Interest shall be payable to the Interest Funding Account or distributed to the Series 2004-NTC Certificateholder only to the extent permitted by applicable law.

(b) The Trustee shall determine the Certificate Rate for each Interest Period on the Determination Date immediately preceding each Interest Period. The Trustee shall notify the Servicer and the Listing Agent on each Adjustment Date of the Trustee's determination of LIBOR. The establishment of LIBOR on each Adjustment Date (or in the case of the date specified in the proviso to the definition of Adjustment Date, promptly following such date) by the Trustee and the Trustee's calculation of the Certificate Rate shall (in the absence of manifest error) be final and binding.]

SECTION 4.3 Determination of Monthly Principal. The amount of monthly principal ("Monthly Principal") payable with respect to the Series 2004-NTC Certificate on each Payment Date with respect to an Early Amortization Period and the Accumulation Period shall be equal to the Available Investor Principal Collections with respect to such Payment Date; provided, however, that for each Payment Date with respect to the Accumulation Period, Monthly Principal, at the option of the Transferor, may be increased to include amounts otherwise payable or distributable to the Transferor (including, without limitation, (i) amounts allocable to other Series but not required to be paid to such other Series on such Payment Date and not required to be kept in a deposit account for such other Series after such Payment Date and (ii) Collections otherwise allocable to the Transferor's Interest) or may be limited to the Controlled Deposit Amount for such Payment Date; and provided further, however, that Monthly Principal shall not exceed the Invested Amount of the Series 2004-NTC Certificate.

SECTION 4.4 Establishment of [Reserve Fund and] Funding Accounts.

[(a) (i) The Trustee, for the benefit of the Series 2004-NTC Certificateholder, shall cause to be established and maintained in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Reserve Fund") which shall be identified as the "Reserve Fund for the Distribution Financial Services Floorplan Master Trust, Series 2004-NTC" and shall bear

11 Series 2004-NTC Supplement

a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2004-NTC Certificateholder.

(ii) At the direction of the Servicer, funds on deposit in the Reserve Fund shall be invested by the Trustee in Eligible Investments selected by the Servicer that shall mature so that such funds shall be available at the close of business on or before the Business Day next preceding the following Payment Date. All Eligible Investments shall be held by the Trustee for the benefit of the Series 2004-NTC Certificateholder. On each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Reserve Fund and received prior to such Payment Date shall be applied as set forth in Section 4.6(a) of this Series Supplement. Funds deposited in the Reserve Fund on the Business Day preceding a Payment Date are not required to be invested overnight.]

[(b) (i) The Trustee, for the benefit of the Series 2004-NTC Certificateholder, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Interest Funding Account"), which shall be identified as the "Interest Funding Account for the Distribution Financial Services Floorplan Master Trust, Series 2004-NTC" and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2004-NTC Certificateholder.

(ii) At the direction of the Servicer, funds on deposit in the Interest Funding Account shall be invested by the Trustee in Eligible Investments selected by the Servicer that shall mature so that such funds shall be available at the close of business on or before the Business Day next preceding the following Payment Date. All such Eligible Investments shall be held by the Trustee for the benefit of the Series 2004-NTC Certificateholder. On each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Interest Funding Account and received prior to such Payment Date shall be applied as set forth in Section 4.6(a) of this Series Supplement. Funds deposited in the Interest Funding Account on the Business Day preceding a Payment Date are not required to be invested overnight.]

(c) (i) The Trustee, for the benefit of the Series 2004-NTC Certificateholder, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Principal Funding Account"), which shall be identified as the "Principal Funding Account for Distribution Financial Services Floorplan Master Trust, Series 2004-NTC" and shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2004-NTC Certificateholder.

(ii) At the direction of the Servicer, funds on deposit in the Principal Funding Account shall be invested by the Trustee in Eligible Investments selected by the Servicer that shall mature so that such funds shall be available at the close of business on or before the Business Day next preceding the following Payment Date. All such Eligible Investments shall be held by the Trustee for the benefit of the Series 2004-NTC Certificateholder. On each Payment Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Principal Funding Account and received prior to such Payment Date shall be applied as set forth in Section 4.6(a) of

12 Series 2004-NTC Supplement

this Series Supplement. Funds deposited in the Principal Funding Account on the Business Day preceding the Expected Final Payment Date are not required to be invested overnight.

(d) [Reserved.]

(e) (i) The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in, and all Eligible Investments credited to, [the Reserve Fund, the Interest Funding Account and] the Principal Funding Account (collectively, the "Series 2004-NTC Accounts") and in all proceeds thereof. The Series 2004-NTC Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Series 2004-NTC Certificateholder. If, at any time, any of the Series 2004-NTC Accounts ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within ten
(10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Series 2004-NTC Account meeting the conditions specified in paragraph (a)(i), (b)(i) or
(c)(i) above, as applicable, as an Eligible Deposit Account and shall transfer any cash and/or investments to such new Series 2004-NTC Account. Neither the Transferor, the Servicer nor any other Person or entity claiming by, through or under the Transferor, the Servicer or any such other Person or entity shall have any right, title or interest in, or any right to withdraw any amount from, any Series 2004-NTC Account, except as expressly provided herein. Schedule 1, which is hereby incorporated into and made part of this Series Supplement, identifies each Series 2004-NTC Account by setting forth the account number of each such account, the account designation of each such account and the name of the institution with which such account has been established. If a substitute Series 2004-NTC Account is established pursuant to this Section, the Servicer shall provide to the Trustee an amended Schedule 1, setting forth the relevant information for such substitute Series 2004-NTC Account.

(ii) Pursuant to the authority granted to the Servicer in Section 3.1(a) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Series 2004-NTC Accounts for the purposes of carrying out the Servicer's or the Trustee's duties hereunder.

(f) Unless otherwise agreed to by the Rating Agencies, at no time may funds on deposit in any Series 2004-NTC Account in an amount greater than 10% of the outstanding principal balance of the Series 2004-NTC Certificate be invested in Eligible Investments (other than obligations of the United States government or investments in a mutual fund that does not have credit concentrations greater than 10%) of any single entity or its Affiliates.

(g) Upon payment in full of all amounts payable on the Series 2004-NTC Certificate pursuant to this Series Supplement, or any earlier date contemplated by this Series Supplement, any funds remaining on deposit in any Series 2004-NTC Account shall be paid to the Transferor.

(h) The Trustee shall not in any way be held liable by reason of any insufficiency in any Series 2004-NTC Account held by the Trustee resulting from any investment loss on any Eligible Investment included therein (except to the extent that the Trustee is the obligor and has defaulted thereon).

13 Series 2004-NTC Supplement

SECTION 4.5 Deficiency Amount. On each Determination Date, with respect to the related Payment Date (the "Current Payment Date"), the Servicer shall determine the amount (the "Deficiency Amount"), if any, by which

(a) the sum of

(i) [the Monthly Interest for the Current Payment Date,]

(ii) [any Monthly Interest for any prior Payment Dates not distributed to the Series 2004-NTC Certificateholder on a prior Payment Date,]

(iii) [Additional Interest, if any, for the Current Payment Date and any Additional Interest for any prior Payment Date not distributed to the Series 2004-NTC Certificateholder on such prior Payment Date (but only to the extent permitted by applicable law),]

(iv) the Series 2004-NTC Monthly Servicing Fee for the Current Payment Date,

(v) the Investor Default Amount for the Current Payment Date, and

(vi) the Series 2004-NTC Allocation Percentage of the amount of any Adjustment Payment required to be deposited in the Collection Account pursuant to Section 3.9(a) of the Agreement with respect to the related Collection Period that has not been so deposited as of such Determination Date

exceeds

(b) the sum of Investor Non-Principal Collections for the Current Payment Date plus any Investment Proceeds, if any, with respect to such Payment Date.

SECTION 4.6 Application of Investor Non-Principal Collections, Investment Proceeds, Servicer Advances and Available Investor Principal Collections. The Servicer shall direct the Trustee (by setting forth the following amounts in the related Payment Date Statement) to make the following payments on each Payment Date (and the Trustee shall distribute):

(a) On each Payment Date, an amount equal to the sum of Investor Non-Principal Collections on deposit in the Collection Account (after giving effect to repayment to the Servicer of any Servicer Advances from any previous Payment Dates) and any Investment Proceeds and the Servicer Advance, if any, for such Payment Date, with respect to such Payment Date in the following priority:

(i) first, an amount equal to the Series 2004-NTC Monthly Servicing Fee for such Payment Date shall be paid to the Servicer (unless such amount has been netted by the Servicer against deposits to the Collection Account);

(ii) [second, an amount equal to the Monthly Interest for such Payment Date, plus the amount of any Monthly Interest for any prior Payment Dates not paid to the

14 Series 2004-NTC Supplement

Series 2004-NTC Certificateholder on such prior Payment Dates plus (but only to the extent permitted under applicable law) the amount of any Additional Interest for the current Payment Date and, without duplication, any Additional Interest previously due but not paid to the Series 2004-NTC Certificateholder on prior Payment Dates, shall be deposited to the Interest Funding Account;]

(iii) [third, an amount equal to the Reserve Fund Deposit Amount, if any, for such Payment Date shall be deposited in the Reserve Fund;]

(iv) fourth, an amount equal to the Investor Default Amount, if any, for such Payment Date shall be treated as a portion of Investor Principal Collections for such Payment Date;

(v) fifth, an amount required to reimburse unreimbursed Investor Charge-Offs pursuant to Section 4.9 shall be treated as a portion of Investor Principal Collections for such Payment Date; and

(vi) sixth, the balance, if any, shall constitute the "Transferor Amount" and shall be allocated and paid as set forth in Section 4.10.

(b) On each Payment Date with respect to the Revolving Period, the Servicer shall direct the Trustee in writing, by setting forth the Excess Principal Collections on the Payment Date Statement, to apply an amount equal to the Available Investor Principal Collections deposited in the Collection Account for the related Collection Period ("Excess Principal Collections") in accordance with Section 4.4 of the Agreement.

(c) On each Payment Date (x) with respect to the Accumulation Period or
(y) an Early Amortization Period, the Servicer shall direct the Trustee in writing (by setting forth the applicable amounts on the Payment Date Statement) to deposit or apply an amount equal to the Available Investor Principal Collections, from amounts on deposit in the Collection Account, in the following priority:

(i) first, an amount equal to Monthly Principal for such Payment Date shall be deposited by the Servicer or the Trustee into the Principal Funding Account; and

(ii) second, for each Payment Date with respect to the Accumulation Period (unless an Early Amortization Event has occurred), an amount equal to the balance (such balance being part of "Excess Principal Collections"), if any, of such Available Investor Principal Collections shall be applied in accordance with the written instructions of the Servicer in accordance with Section 4.4 of the Agreement.

SECTION 4.7 Payments to Series 2004-NTC Certificateholder.

(a) The Servicer shall direct the Trustee (by setting forth the amounts in clause (i) below in the related Payment Date Statement) to make (and the Trustee shall make) the following payments at the following times from the Interest Funding Account and the Principal Funding Account:

15 Series 2004-NTC Supplement

(i) [on each Payment Date, available amounts on deposit in the Interest Funding Account shall be paid to the Series 2004-NTC Certificateholder in an amount equal to the sum of (i) the Monthly Interest for the current Payment Date, plus (ii) any Monthly Interest that was not paid on any prior Payment Date to the Series 2004-NTC Certificateholder plus (iii) to the extent permitted under applicable law, the amount of any Additional Interest for the current Payment Date and, without duplication, any Additional Interest previously due but not paid to the Series 2004-NTC Certificateholder; and]

(ii) on each Special Payment Date (if a Responsible Officer of the Trustee has actual knowledge of the Early Amortization Period) and on the Expected Final Payment Date, all amounts on deposit in the Principal Funding Account shall be paid to the Series 2004-NTC Certificateholder until the Invested Amount has been reduced to zero; provided, however, that the maximum amount paid pursuant to this clause (ii) on any Payment Date shall not exceed the excess, if any, of (x) the Invested Amount, over
(y) the sum of the unreimbursed Investor Charge-Offs, on such Payment Date.

(b) The payments to be made pursuant to this Section are subject to the provisions of Sections 2.3, 9.2, 10.1 and 12.2 of the Agreement and Section 8.1 and 8.2 of this Series Supplement.

SECTION 4.8 [Application of Reserve Fund.

(a) If Investor Non-Principal Collections and Investment Proceeds on any Payment Date (plus the amount of any Servicer Advance for such Payment Date) are not sufficient to make the entire payments required on such Payment Date by Sections 4.6(a)(i), (ii) and (iv) the Servicer shall direct the Trustee to withdraw (and the Trustee shall withdraw) funds from the Reserve Fund to the extent available therein, and apply such funds to complete the payments pursuant to Section 4.6(a)(i), (ii) and (iv) in the numerical order thereof.

(b) On the Termination Date, any funds in the Reserve Fund shall be treated as Available Investor Principal Collections. Upon payment in full of the outstanding principal balance of the Series 2004-NTC Certificate, any funds remaining on deposit in the Reserve Fund shall be paid to the Transferor.]

SECTION 4.9 Investor Charge-Offs. If on any Payment Date (after giving effect to the allocations, payments, withdrawals and deposits to be made on such Payment Date) the balance of the Reserve Fund is zero, then the Invested Amount shall be reduced by the lesser of the Deficiency Amount for that Payment Date and the Investor Default Amount for that Payment Date (the lesser of such Deficiency Amount and such Investor Default Amount being an "Investor Charge-Off"). Investor Charge-Offs shall thereafter be reimbursed and the Invested Amount increased (but not by an amount in excess of the aggregate unreimbursed Investor Charge-Offs) on any Payment Date by the sum of (a) Allocable Miscellaneous Payments with respect to such Payment Date and (b) the amount allocated and available for that purpose pursuant to Section 4.6(a)(v). The Servicer shall be responsible for calculating Investor Charge-Offs and shall give the Trustee notice thereof by setting forth such amounts in the Payment Date Statement.

16 Series 2004-NTC Supplement

SECTION 4.10 Transferor Amount. The Servicer shall direct the Trustee to apply (and the Trustee shall so apply), on each Payment Date, the Transferor Amount for such Payment Date to make the following payments in the following priority:

(a) an amount equal to the aggregate outstanding amounts of the Monthly Servicing Fee which have been previously waived pursuant to Section 3.1 shall be paid to the Servicer; and

(b) the balance, if any, shall be released to the Transferor.

SECTION 4.11 Excess Principal Collections.

"Series 2004-NTC Excess Principal Collections", with respect to any Payment Date, shall mean an amount equal to the lesser of (a) the Series 2004-NTC Principal Shortfall, if any, for such Payment Date and (b) an amount equal to the product of (x) excess principal collections for all Series for such Payment Date and (y) a fraction, the numerator of which is the Series 2004-NTC Principal Shortfall for such Payment Date and the denominator of which is the aggregate amount of principal shortfalls for all Series for such Payment Date.

ARTICLE V

Payment and Reports to

Series 2004-NTC Certificateholder

SECTION 5.1 Payments.

(a) On each Payment Date, the Trustee as paying agent shall pay to the Series 2004-NTC Certificateholder on the preceding Record Date (other than as provided in Section 12.2 of the Agreement with respect to a final payment) the amounts on deposit in the Series 2004-NTC Accounts.

(b) Except as provided in Section 12.2 of the Agreement with respect to a final payment, payments to the Series 2004-NTC Certificateholder hereunder shall be made by wire transfer or other electronic funds transfer to the Series 2004-NTC Certificateholder at its address appearing in the Certificate Register without presentation or surrender of the Series 2004-NTC Certificate or the making of any notation thereon.

SECTION 5.2 Reports and Statements to Series 2004-NTC Certificateholder.

(a) At least two (2) Business Days prior to each Payment Date, the Servicer shall provide to the Trustee and the Rating Agencies a statement substantially in the form of Exhibit B (a "Payment Date Statement"), and on each Payment Date the Trustee shall forward to the Series 2004-NTC Certificateholder such statement prepared by the Servicer setting forth certain information relating to the Trust and the Series 2004-NTC Certificate.

(b) A copy of each statement provided pursuant to paragraph (a) and a copy of the Pooling and Servicing Agreement (without exhibits) and this Series Supplement shall be made available to Series 2004-NTC Certificateholder for inspection at the Corporate Trust Office during the Trustee's normal business hours.

17 Series 2004-NTC Supplement

(c) On or before January 31 of each calendar year, beginning with calendar year 2005, the Trustee shall furnish or cause to be furnished to the Series 2004-NTC Certificateholder, a statement prepared by the Servicer containing the information which is required to be contained in the statement to the Series 2004-NTC Certificateholder as set forth in paragraph (a) above, together with other information as is required to be provided by an issuer of indebtedness under the Internal Revenue Code for the preceding calendar year and such other customary information as is necessary to enable the Series 2004-NTC Certificateholder to prepare its tax returns. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Trustee pursuant to any requirements of the Internal Revenue Code as from time to time in effect.

ARTICLE VI

Early Amortization Events

SECTION 6.1 Additional Early Amortization Events. The occurrence of any of the following events shall, immediately upon the occurrence thereof without notice or other action on the part of the Trustee or the Series 2004-NTC Certificateholder, be deemed to be an Early Amortization Event solely with respect to Series 2004-NTC (each, an "Additional Early Amortization Event"):

(a) [on any Payment Date, the balance of the Reserve Fund is less than [ ] percent ([ ]%) of the aggregate outstanding principal balance of the Series 2004-NTC Certificate, in each case after giving effect to all deposits, withdrawals and payments on such Payment Date; or]

(b) any Servicer Default occurs; or

(c) on any Determination Date occurring in the months of [ ] through [ ], the average of the Monthly Payment Rates for the three preceding Collection Periods is less than [ ] percent ([ ]%) (or a lower percentage if the Rating Agency Condition has been satisfied with respect to that lower percentage); or on any Determination Date occurring in the months of [ ] through [ ], the average of the Monthly Payment Rates for the three preceding Collection Periods is less than [ ] percent ([ ]%) (or a lower percentage if the Rating Agency Condition has been satisfied with respect to that lower percentage); or

(d) [the Invested Amount is not reduced to zero on the Expected Final Payment Date]; or

(e) the ratio (expressed as a percentage) of (i) the average for each month of the net losses on the Receivables (exclusive of the Ineligible Receivables) owned by the Trust (i.e., gross losses less recoveries on any Receivables) (including recoveries from collateral security in addition to recoveries from the products, recoveries from Manufacturers and insurance proceeds) during any three consecutive calendar months, to (ii) the average of the month-end aggregate balances of those Receivables (without deducting therefrom the Discount Portion) for such three-month period, exceeds [ ] percent
([ ]%) on an annualized basis; provided, that the percentage in this clause (e) may be changed, or any Early Amortization Event relating to this clause (e) may

18 Series 2004-NTC Supplement

be waived, at the direction of the Transferor and without the consent of the Series 2004-NTC Certificateholder upon the satisfaction of the Rating Agency Condition; or

(f) the sum of all Eligible Investments and amounts on deposit in any excess funding accounts for any other Series represents more than fifty percent (50%) of the total assets of the Trust on each of six or more consecutive Determination Dates, after giving effect to all payments made or to be made on the Payment Dates relating to (i.e., next succeeding) those Determination Dates; or

(g) the Overconcentration Amount exceeds zero for a period of five (5) Business Days after any Payment Date, unless the Rating Agency Condition shall have been satisfied with respect to the existence of the Overconcentration Amount.

ARTICLE VII

Optional Repurchase

SECTION 7.1 Optional Repurchase.

(a) On any Payment Date occurring after the date on which the Invested Amount is reduced to less than ten percent (10%) of the initial principal amount of the Series 2004-NTC Certificate on the Closing Date or less, the Transferor shall have the option, subject to the condition set forth in paragraph (c), to purchase the entire, but not less than the entire, Series 2004-NTC Certificateholder's Interest, at a purchase price equal to the Reassignment Amount for such Payment Date.

(b) The Transferor shall give the Servicer and the Trustee at least ten
(10) Business Days' prior written notice of the Payment Date on which the Transferor intends to exercise such purchase option. Not later than 12:00 noon, New York City time, on such Payment Date the Transferor shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount and if for any reason the Transferor fails to deposit the Reassignment Amount, payments shall continue to be made to Series 2004-NTC Certificateholder as provided herein. The Reassignment Amount shall be paid as set forth in Section 8.1(b).

(c) If at the time the Transferor exercises its purchase option hereunder the Transferor's unsecured debt is unrated or has a rating lower than the lowest investment grade rating of any Rating Agency, the Transferor shall deliver to the Trustee on such Payment Date an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Series 2004-NTC Certificateholder's Interest purchased by the Transferor constitutes fair value for the consideration paid therefor and that the Transferor is solvent, the purchase of the Series 2004-NTC Certificateholder's Interest would not be considered a fraudulent conveyance under applicable law.

19 Series 2004-NTC Supplement

ARTICLE VIII

Final Payments

SECTION 8.1 Sale of Certificateholder's Interest Pursuant to Section 2.3 of the Agreement; Payments Pursuant to Section 7.1 of this Series Supplement or
Section 2.3 or 12.2(c) of the Agreement.

(a) The amount to be paid by the Transferor to the Collection Account with respect to Series 2004-NTC in connection with a purchase of the Series 2004-NTC Certificateholder's Interest pursuant to Section 2.3 of the Agreement shall equal the Reassignment Amount for the Payment Date on which such repurchase occurs.

(b) With respect to the Reassignment Amount deposited into the Collection Account pursuant to Section 7.1 or 8.1 of this Series Supplement or
Section 2.3 of the Agreement or any Termination Proceeds deposited into the Collection Account pursuant to Section 12.2(c) of the Agreement, the Trustee shall, not later than 12:00 noon, New York time, on the Payment Date on which such amounts are deposited (or, if such date is not a Payment Date, on the immediately following Payment Date) (in the priority set forth below): (i) first, deposit an amount equal to the Invested Amount on such Payment Date into the Principal Funding Account, (ii) second, deposit an amount equal to the amount payable on such Payment Date pursuant to Section 4.7(a)(i) into the Interest Funding Account and (iii) third, pay the remainder of any Termination Proceeds to the Transferor; provided, however, that the sum of the amounts allocated pursuant to clauses (i) through (iii) shall not exceed the Reassignment Amount for Series 2004-NTC.

(c) Notwithstanding anything to the contrary in this Series Supplement or the Agreement, any Termination Proceeds deposited in the Principal Funding Account and the Interest Funding Account pursuant to Section 8.1 of this Series Supplement and all other amounts on deposit therein on the applicable Payment Date shall be paid in full to the Series 2004-NTC Certificateholder in an amount equal to the sum of (x) the Monthly Interest for the current Payment Date and, without duplication, any unpaid Monthly Interest for any previous Payment Date,
(y) to the extent permitted by applicable law, any Additional Interest for the current Payment Date and, without duplication, any unpaid Additional Interest for any previous Payment Date, and (z) the Invested Amount. Any remaining funds shall be released to the Transferor.

Any payment made pursuant to paragraph (b) above and this paragraph (c) shall be deemed to be a final payment pursuant to Section 12.2 of the Agreement with respect to Series 2004-NTC.

SECTION 8.2 Payment of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant to Section 9.2 of the Agreement.

(a) Not later than 12:00 noon, New York City time, on the Payment Date following the date on which the Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.2(b) of the Agreement, the Trustee shall (after giving effect to any deposits and

20 Series 2004-NTC Supplement

payments otherwise to be made on such Payment Date) (x) deduct an amount equal to the amount distributable on such Payment Date pursuant to Section 4.7(a)(ii) from the Series 2004-NTC Allocation Percentage of the Insolvency Proceeds and deposit such amount in the Principal Funding Account, (y) deduct an amount equal to the amount payable on such Payment Date pursuant to Section 4.7(a)(i) from the Series 2004-NTC Allocation Percentage of the Insolvency Proceeds, and deposit such amount in the Interest Funding Account, and (z) allocate the remainder of the Series 2004-NTC Allocation Percentage of the Insolvency Proceeds to the Transferor's Interest and release the same to the Transferor on such Payment Date.

(b) Notwithstanding anything to the contrary in this Series Supplement or the Agreement, the entire amount deposited in the Principal Funding Account and the Interest Funding Account pursuant to this Section and all other amounts on deposit therein shall be distributed in full to the Series 2004-NTC Certificateholder in the order of priority set forth in Section 4.7 on the Payment Date on which funds are deposited pursuant to this Section 8.2 (or, if not so deposited on a Payment Date, on the immediately following Payment Date) and any payment made pursuant to this Section 8.2 shall be deemed to be a final payment pursuant to Section 12.2 of the Agreement with respect to Series 2004-NTC.

ARTICLE IX

Miscellaneous Provisions

SECTION 9.1 Securities Law Filings. The Transferor shall cause the Series 2004-NTC Certificate to be registered under the Securities Exchange Act of 1934, as amended, to the extent required to do so under applicable law.

SECTION 9.2 Ratification of Agreement. As supplemented by this Series Supplement, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument.

SECTION 9.3 Counterparts. This Series Supplement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 9.4 Governing Law. This Series Supplement shall be governed by and construed in accordance with the internal laws of the State of New York (including Section 5-1401(1) of the General Obligations Law of the State of New York, but without regard to any other conflict of law provisions of the State of New York).

SECTION 9.5 [Reserved]

SECTION 9.6 The Trustee; Paying Agent; Transfer Agent and Registrar. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Series Supplement, for or in respect of the calculation or verification of any of the amounts, allocation or payments set forth in Article IV and Article VIII or for or in respect of the recitals contained herein, all of which recitals are made solely by the Transferor; provided, however, that this sentence shall not limit the obligations of the Trustee contemplated by

21 Series 2004-NTC Supplement

Section 4.2(b) of this Series Supplement; it being agreed and understood that the corresponding Section 9.6 of any other Supplement shall not limit the obligations of the Trustee contemplated by the corresponding Section 4.2(b) of such Supplement.

SECTION 9.7 Instructions in Writing. All instructions given by the Servicer to the Trustee pursuant to this Series Supplement shall be in writing, and may be included in a Payment Date Statement.

SECTION 9.8 [Initial Funding of Reserve Fund. On the Closing Date the Transferor shall cause to be deposited with the Trustee, and the Trustee shall deposit in the Reserve Fund, available funds in an amount equal to [ ] percent ([ ]%) of the aggregate initial principal balance of the Series 2004-NTC Certificate.]

SECTION 9.9 Severability; Certificate Rate Limitation.

(a) If any one or more of the covenants, agreements, provisions or terms of this Series Supplement or the Series 2004-NTC Certificate shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Series Supplement and shall in no way affect the validity or enforceability of the other provisions of this Series Supplement or of the Series 2004-NTC Certificate.

(b) Notwithstanding anything in this Series Supplement, the Agreement, or the Series 2004-NTC Certificate to the contrary, if at any time any Certificate Rate, together with all fees, charges and other amounts which are treated as interest on the Series 2004-NTC Certificate under applicable law (collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received or reserved by the Series 2004-NTC Certificateholder in accordance with the terms of this Series Supplement, the Agreement or the Series 2004-NTC Certificate, then the Certificate Rate, together with all Charges payable in respect of the Series 2004-NTC Certificate, shall be limited to the Maximum Rate and, to the extent lawful, such Certificate Rate and Charges that would have been payable in respect of the Series 2004-NTC Certificate, but were not payable as a result of the operation of this Section, shall be cumulated and the Certificate Rate and Charges payable to the Series 2004-NTC Certificateholder in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount shall have been received by the Series 2004-NTC Certificateholder.

SECTION 9.10 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

[SIGNATURES FOLLOW]

22 Series 2004-NTC Supplement

IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have caused this Series Supplement to be duly executed as of the day and year first above written.

CDF FINANCING, L.L.C.,
as Transferor

S-1 Series 2004-NTC Supplement

   GE COMMERCIAL DISTRIBUTION
   FINANCE CORPORATION,
   as Servicer

   By:
     _____________________________________
      Name:
           _______________________________
      Title:
           _______________________________

S-2             Series 2004-NTC Supplement

   WILMINGTON TRUST COMPANY,
   as Trustee

   By Deutsche Bank Trust Company Americas
   (f/k/a Bankers Trust Company), as Agent

   By:
     _____________________________________
      Name:
      Title:

S-3             Series 2004-NTC Supplement

EXHIBIT A

FORM OF NOTE TRUST CERTIFICATE

NOTE TRUST CERTIFICATE,

SERIES 2004-NTC

evidencing a fractional undivided interest in certain assets of

DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST.

This certificate ("Certificate") does not represent any interest in, or obligation of, CDF Financing, L.L.C. ("LLC" or the "Transferor"), GE Commercial Distribution Finance Corporation ("CDF"), General Electric Capital Corporation, General Electric Capital Services, Inc. or any affiliate thereof.

This certifies that [ ] (the "Certificateholder"), is the registered owner of a fractional undivided interest in assets of the Distribution Financial Services Floorplan Master Trust (the "Trust") created pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2000 (as amended, the "P&S"), as supplemented by the Series 2004-NTC Supplement dated as of [ ], 2004 (the "Series 2004-NTC Supplement" or the "Series Supplement"), among the LLC, as Transferor, CDF, as Servicer, and Wilmington Trust Company, as successor to The Chase Manhattan Bank, as trustee (the "Trustee"). The P&S and the Series 2004-NTC Supplement are collectively referred to herein as the "Pooling and Servicing Agreement."

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS OF THE STATE OF NEW YORK).

This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement to which, as amended and supplemented from time to time, the Certificateholder by virtue of the acceptance hereof assents and is bound. Although a summary of certain provisions of the Pooling and Servicing Agreement is set forth herein, this Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to the Pooling and Servicing Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. In the event of any conflict or inconsistency between this Certificate

Ex.A-1 Series 2004-NTC Supplement

and the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control in all respects. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Pooling and Servicing Agreement.

The Transferor has entered into the Pooling and Servicing Agreement and the Series 2004-NTC Certificate has been issued with the intention that the Series 2004-NTC Certificate shall qualify as indebtedness of the LLC secured by the Receivables for Federal income taxes, state and local income, single business and franchise taxes (imposed on or measured by income) and any other taxes imposed on or measured by income. The Transferor, each Beneficiary and the Certificateholder, by the acceptance of this Certificate, agrees to treat such Series 2004-NTC Certificate as indebtedness of the Transferor secured by the Receivables for Federal income taxes, state and local income, single business and franchise taxes (imposed on or measured by income) and any other taxes imposed on or measured by income.

Ex.A-2 Series 2004-NTC Supplement

IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly executed.

CDF FINANCING, L.L.C.

Dated:

Ex.A-3 Series 2004-NTC Supplement

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Pooling and Servicing Agreement.

WILMINGTON TRUST COMPANY,
as Trustee

By Deutsche Bank Trust Company Americas
(f/k/a Bankers Trust Company), as Agent

      FOR VALUE RECEIVED, the undersigned hereby assigns and transfers unto
________________________________________________________________________________
                         (name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _______, attorney, to transfer said certificate on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated: _____________________________________________________________________   *
                              Signature Guaranteed:

______________

(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the within Certificate in every particular,
without alteration, enlargement or any change whatsoever.

Ex.A-5 Series 2004-NTC Supplement

EXHIBIT B

FORM OF PAYMENT DATE STATEMENT

(a) The aggregate amount of Collections, the aggregate amount of Non-Principal Collections and the aggregate amount of Principal Collections processed during the immediately preceding Collection Period, and the Pool Balance as of the end of such Collection Period;

(b) the Floating Allocation Percentage, the Principal Allocation Percentage and the Series 2004-NTC Allocation Percentage relating to such Collection Period;

(c) the total amount, if any, distributed on the Series 2004-NTC Certificate;

(d) the amount of such payment allocable to principal on the Series 2004-NTC Certificate;

(e) [the amount of such payment allocable to interest on the Series 2004-NTC Certificate;]

(f) the Investor Default Amount for the applicable Payment Date;

(g) the Deficiency Amount, if any, for the preceding Collection Period;

(h) the amount of the Investor Charge-Offs and the amounts of reimbursements thereof for the preceding Collection Period;

(i) the amount of the Monthly Servicing Fee for the preceding Collection Period;

(j) the Invested Amount for such Payment Date (after giving effect to all payments which shall occur on such Payment Date);

(k) the Controlled Deposit Amount, if any;

(l) the Pool Factor;

(m) [LIBOR for the next Interest Period;]

(n) [the Reserve Fund balance with respect to the current Determination Date;]

(o) the Principal Funding Account balance, [the Interest Funding Account balance,] and the Collection Account balance with respect to the current Payment Date;

(p) the Servicer Advance, if any, for the current Payment Date and reimbursement of any Servicer Advance;

(q) [any elective or "deemed" waiver of the Monthly Servicing Fee for the current Payment Date;]

Ex.B-1 Series 2004-NTC Supplement

(r) if a Dealer Overconcentration exists, (i) the Unconcentrated Pool Balance, (ii) the aggregate amount of such Dealer Overconcentration, (iii) the applicable Unconcentrated Percentage and Overconcentrated Percentage, and (iv) the portion of Collections, Miscellaneous Payments and the Defaulted Amount allocated to the Dealer Overconcentration Series and other Series;

(s) [the Monthly Interest;]

(t) [the Additional Interest;]

(u) the Series 2004-NTC Monthly Servicing Fee;

(v) [the Reserve Fund Deposit Amount];

(w) the Investor Default Amount;

(x) the Excess Principal Collections;

(y) the amounts to be deposited or applied pursuant to Section 4.6(c);

(z) the amount calculated pursuant to Section 4.7(a)(i);

(aa) the amount calculated pursuant to Section 4.8;

(bb) the amount calculated pursuant to Section 4.10; and

(cc) Miscellaneous Payments, including Adjustment Payments, Transfer Deposit Amounts and Unallocated Principal Collections.

Name of Series
2004-NTC Account                          Account No.
-------------------------                 -----------
Interest Funding Account                     [ ]
Principal Funding Account                    [ ]
[Reserve Fund]                               [ ]

[All of the foregoing accounts are maintained at Deutsche Bank Trust Company Americas.]

Sch.1-1 Series 2004-NTC Supplement

Exhibit 4.9

DEUTSCHE FLOORPLAN RECEIVABLES, L.P.

Buyer

with

DEUTSCHE FINANCIAL SERVICES CORPORATION

and

DEUTSCHE BUSINESS SERVICES CORPORATION

Sellers

RECEIVABLES CONTRIBUTION AND SALE AGREEMENT

Dated as of December 1, 1993,

Amended and Restated as of March 1, 1994,

Amended as of January 24, 1996,

and

Amended and Restated as of October 1, 1996

TABLE OF CONTENTS

                                                                                                                    PAGE
                                                    ARTICLE I
                                                   DEFINITIONS

Section 1.1           Definitions...............................................................................      1

Section 1.2           Other Definitional Provisions.............................................................      1

                                                    ARTICLE II
                                            CONVEYANCE OF RECEIVABLES

Section 2.1           Conveyance of Receivables.................................................................      2

Section 2.2           Representations and Warranties of the Sellers Relating to the Sellers and the Agreement...      4

Section 2.3           Representations and Warranties of the Sellers Relating to the Receivables.................      6

Section 2.4           Addition of Accounts......................................................................      8

Section 2.5           Covenants of the Sellers..................................................................      9

Section 2.6           Removal of Eligible Accounts..............................................................     11

Section 2.7           Removal of Ineligible Accounts............................................................     12

Section 2.8           Sale of Ineligible Receivables............................................................     13

                                                   ARTICLE III
                                   ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 3.1           Acceptance of Appointment and Other Matters Relating to the Servicer......................     13

Section 3.2           Servicing Compensation....................................................................     13

                                                    ARTICLE IV
                    RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.1           Allocations and Applications of Collections and Other Funds...............................     14

                                                    ARTICLE V
                                      OTHER MATTERS RELATING TO THE SELLERS

Section 5.1           Merger or Consolidation of, or Assumption of, the Obligations of the Sellers..............     14

Section 5.2           Sellers' Indemnification of the Buyer.....................................................     14

                                                    ARTICLE VI
                                                   TERMINATION

                      Termination...............................................................................     15

TABLE OF CONTENTS
(continued)

                                                                                                                    PAGE
                                                   ARTICLE VII
                                             MISCELLANEOUS PROVISIONS

Section 7.1           Amendment.................................................................................     15

Section 7.2           Protection of Right, Title and Interest to Receivables....................................     17

Section 7.3           Limited Recourse..........................................................................     17

Section 7.4           No Petition...............................................................................     17

Section 7.5           Governing Law.............................................................................     17

Section 7.6           Notices...................................................................................     17

Section 7.7           Severability of Provisions................................................................     18

Section 7.8           Assignment................................................................................     18

Section 7.9           Further Assurances........................................................................     18

Section 7.10          No Waiver; Cumulative Remedies............................................................     18

Section 7.11          Counterparts..............................................................................     18

Section 7.12          Third-Party Beneficiaries.................................................................     18

Section 7.13          Merger and Integration....................................................................     18

Section 7.14          Headings..................................................................................     18

Section 7.15          Continued Effectiveness of the Receivables Contribution and Sale Agreement................     19

Section 7.16          Submission to Jurisdiction................................................................     19

Exhibit A    Form of Assignment of Receivables in Additional Accounts

Exhibit B    Form of Opinion of Counsel regarding Amendments

Exhibit C    Form of Reassignment of Receivables in Removed Accounts

Schedule 1   List of Accounts

RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of December 1, 1993, amended and restated as of March 1, 1994, amended as of January 24, 1996 and amended and restated as of October 1, 1996, among DEUTSCHE FLOORPLAN RECEIVABLES, L.P., a Delaware limited partnership, formerly known as ITT Floorplan Receivables, L.P., as Buyer, DEUTSCHE FINANCIAL SERVICES CORPORATION ("DFS"), a Nevada corporation, formerly known as ITT Commercial Finance Corp., and DEUTSCHE BUSINESS SERVICES CORPORATION ("Deutsche BSC"), a Missouri corporation, formerly known as ITT Business Services Corporation, as Sellers.

W I T N E S E T H:

WHEREAS the Sellers in the ordinary course of their businesses finance the purchase of floorplan inventory, accounts receivable and other assets of dealers in, and manufacturers of, commercial and consumer products, thereby generating certain payment obligations;

WHEREAS the Sellers wish to sell or contribute certain of such existing and future payment obligations from time to time to the Buyer; and

WHEREAS the Buyer desires to sell such payment obligations to the Deutsche Floorplan Receivables Master Trust, pursuant to a Pooling and Servicing Agreement dated as of December 1, 1993, amended and restated as of March 1, 1994, amended as of January 24, 1996, and amended and restated as of October 1, 1996 (as the same may from time to time be amended, supplemented or otherwise modified, the "Pooling and Servicing Agreement"), among the Buyer, as seller, DFS, as servicer, and The Chase Manhattan Bank, as trustee (the "Trustee").

WHEREAS the Sellers and the Buyer desire to amend and restate this Agreement.

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.1 Definitions. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The rules of construction in Sections 1.2 and 1.3 of the Pooling and Servicing Agreement shall be applied to this Agreement. In addition, the term "Agreement" means this Receivables Contribution and Sale Agreement, as the same may from time to time be amended, supplemented or otherwise modified.

Section 1.2 Other Definitional Provisions. (a) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Article, Section, Schedule, and Exhibit references are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term "including" shall mean "including without limitation".

(b) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

ARTICLE II

Conveyance of Receivables

Section 2.1 Conveyance of Receivables. By execution of this Agreement, each Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer on the first Closing Date, in the case of Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by such Seller at the close of business on the Cut-Off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Missouri and the State of Georgia, as applicable, and Recoveries) thereof and all of such Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the earlier of (x) the occurrence of an Early Amortization Event specified in Section 9.1(b), (c), (d), or (e) of the Pooling and Servicing Agreement and (y) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), each Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer, all of its right, title and interest in, to and under the Receivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by such Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Missouri and the State of Georgia, as applicable, and Recoveries) thereof and all of such Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the Servicer, either Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements, the Floorplan Agreements and any Participation Agreement and any other obligation to any Dealer or Manufacturer.

To the extent, if any, that a Receivable and its Collateral Security was subject to a participation arrangement under which DFS and Deutsche BSC owned undivided interests in such Receivable and Collateral Security immediately prior to its conveyance hereunder, DFS and Deutsche BSC are hereby selling, transferring, assigning, setting over and conveying to the Buyer all of their right, title and interest in their respective undivided interests in such Receivable and Collateral Security, such that the Buyer owns the entire Receivable and its Collateral Security free of any such participation arrangement.

On the Closing Date, pursuant to the terms of this Section 2.1, (i) DFS shall contribute as capital to the Buyer Receivables in the amount of $2,245,412,372.69, together with the related Collateral Security and Floorplan Rights (defined below) and (ii) Deutsche BSC shall sell to the Buyer Receivables in the amount of $2,632,722.01, together with the related Collateral Security and Floorplan Rights. Subject to Article VI, the purchase price for the Receivables sold by (a) Deutsche BSC to the Buyer on the Closing Date and (b) by each of the Sellers to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and each Seller at the time of acquisition by the Buyer, which price shall not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than reasonably equivalent value therefor.

At its option from time to time, DFS may convey as a capital contribution to the Buyer (or convey as a capital contribution to the general partner of the Buyer which may then convey as a capital contribution to the Buyer) Receivables together with the related Collateral Security and Floorplan Rights (or interests in any of the foregoing).

In connection with such contributions and sales, each Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) naming the applicable Seller as "seller" and the Buyer as "Purchaser" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper, accounts or general intangibles (as defined in Section 9-105 of the UCC as in effect in any state where such Seller's or the Servicer's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables, the Collateral Security and all of such Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or prior to the first Closing Date, in the case of Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. In addition, each Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to the Seller. The Buyer shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the transfers of Receivables and other items effected by this Agreement be sales (or, in the case of contributions, true contributions).

In connection with such contribution and sales, each Seller further agrees, at its own expense, on or prior to the first Closing Date, in the case of Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in its books and records, which may include computer files, that the Receivables created in connection with the Accounts (other than Removed Accounts) have been sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to the Pooling and Servicing

Agreement for the benefit of the Certificateholders and the other Beneficiaries and (b) to deliver to the Buyer a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Cut-Off Date, in the case of Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number and (ii) the aggregate amount of Principal Receivables in such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement.

In the event that such contributions, sales and assignments are deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that each Seller shall be deemed to have granted to the Buyer a first priority perfected security interest in all of such Seller's right, title and interest to and under the Receivables, the Collateral Security and all proceeds thereof and the Floorplan Agreements, and that this Agreement shall constitute a security agreement under applicable law.

Section 2.2 Representations and Warranties of the Sellers Relating to the Sellers and the Agreement. Each Seller hereby represents and warrants to the Buyer, as to itself and the Receivables being transferred and sold by it hereunder, as of each Closing Date that:

(a) Organization and Good Standing. Such Seller is a corporation duly organized and validly existing and in good standing under the laws of the state of its incorporation and has, in all material respects, full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

(b) Due Qualification. Such Seller is duly qualified to do business and, where necessary, is in good standing as a foreign corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder.

(c) Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for or contemplated by this Agreement have been duly authorized by such Seller by all necessary corporate action on the part of the Seller and are within its corporate powers.

(d) No Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof and thereof, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such Seller is a party or by which it or its properties are bound.

(e) No Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof and thereof applicable to such Seller, will not conflict with or violate any material Requirements of Law applicable to such Seller or conflict with, violate, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which either Seller is a party or by which such Seller is bound.

(f) No Proceedings. There are no proceedings or, to the best knowledge of such Seller, investigations, pending or threatened against such Seller, before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of such Seller, would materially and adversely affect the performance by such Seller of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) seeking to affect adversely the income tax attributes of the Trust under the United States federal or any state income, single business or franchise tax systems.

(g) All Consents Required. All appraisals, authorizations, consents, orders, approvals or other actions of any Person or of any governmental body or official required in connection with the execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof or thereof, have been obtained.

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

(i) Record of Accounts. As of the first Closing Date, in the case of Initial Accounts, as of the applicable Addition Date, in the case of the Additional Accounts, and, as of the applicable Removal Date, in the case of Removed Accounts, Schedule 1 to this Agreement is an accurate and complete listing in all material respects of all the Accounts as of the Cut-Off Date, the applicable Additional Cut-Off Date or the applicable Removal Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Cut-Off Date, such applicable Additional Cut-Off Date or such Removal Date, as the case may be.

(j) Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of such Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in

Section 2.1 with the Secretary of State of the State of Missouri and the County Recorder of St. Louis County in the State of Missouri with respect to DFS and the County Recorder of Cobb County in the State of Georgia, in the case of Deutsche BSC and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property. Except as otherwise provided in the Pooling and Servicing Agreement, neither such Seller nor any Person claiming through or under such Seller has any claim to or interest in the Trust Assets.

The representations and warranties set forth in this Section 2.2 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by a Seller or the Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties.

In the event of any breach of any of the representations and warranties set forth in this Section 2.2 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.3 of the Pooling and Servicing Agreement, the Sellers shall repurchase the Receivables, the Collateral Security and Floorplan Rights respectively conveyed by them and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables pursuant to this Section 2.2 shall constitute the sole remedy against such Seller respecting an event of the type specified in the first sentence of this paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Section 2.3 Representations and Warranties of the Sellers Relating to the Receivables.

(a) Representations and Warranties. Each Seller hereby represents and warrants to the Buyer, with respect to the Receivables conveyed by such Seller, that:

(i) Each Receivable and all Collateral Security existing on the first Closing Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, has been conveyed to the Buyer free and clear of any Lien.

(ii) With respect to each Receivable and all Collateral Security existing on the first Closing Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Seller in connection with the conveyance of such Receivable or Collateral Security to the Buyer have been duly obtained, effected or given and are in full force and effect.

(iii) On the Cut-Off Date and each Closing Date, each Initial Account is an Eligible Account and, in the case of Additional Accounts, on the applicable Additional Cut-Off Date and each subsequent Closing Date, each such Additional Account is an Eligible Account.

(iv) On the first Closing Date, in the case of the Initial Accounts, and, in the case of the Additional Accounts, on the applicable Additional Cut-Off Date, and on each Transfer Date, each Receivable conveyed to the Buyer on such date is an Eligible Receivable or, if such Receivable is not an Eligible Receivable, such Receivable is conveyed to the Buyer in accordance with Section 2.8.

(v) Each Participation Agreement, if any, relating to Receivables conveyed by such Seller permits the transfer of such Receivables to the Buyer and the Trust and provides that the undivided interest of such participant is pari passu in all respects (other than non-subordinated interest strips and fees) with the remaining undivided interest in the related Receivables. If such Participation Agreement was created after December 1, 1993, such Participation Agreement states that the related undivided interest of such Seller may be transferred to a securitization vehicle and contains an agreement by the participant that such participant shall have no rights against the securitization vehicle or any successor servicer for such securitization vehicle, other than in connection with funds allocable to the participant that have been improperly withheld by the securitization vehicle.

(b) Notice of Breach. The representations and warranties set forth in this Section 2.3 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by such Seller or the Buyer of a breach of any of the representations and warranties set forth in this Section 2.3, the party discovering such breach shall give prompt written notice to the other parties.

(c) Repurchase. In the event any representation or warranty under
Section 2.3(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by a Seller or the Buyer, or receipt by either Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the applicable Seller shall repurchase the Receivable or Receivables, if any, of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur.

The applicable Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to such Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by such Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of such Seller to repurchase any such Receivable shall constitute the

sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Section 2.4 Addition of Accounts. (a) Each Seller may from time to time offer to voluntarily designate additional Eligible Accounts to be included as Accounts, subject to the conditions specified in paragraph (b) below. If any such offer is accepted by the Buyer, Receivables and Collateral Security, if any, from such Additional Accounts shall be sold to the Buyer (or contributed to the Buyer in accordance with Section 2.1) effective on a date (the "Addition Date") specified in a written notice provided by the Seller (or the Servicer on its behalf) to the Buyer and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (the "Addition Notice") on or before the fifth Business Day but not more than the 30th day prior to the related Addition Date or, if the Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). An Addition Notice may relate to one or more Accounts on one or more Addition Dates.

(b) Each Seller shall be permitted to convey to the Buyer the Receivables and all Collateral Security, if any, related thereto in any Additional Accounts designated by such Seller as such pursuant to Section 2.4(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after such Notice Date):

(i) Such Seller shall provide the Buyer and any Enhancement Providers with a timely Addition Notice.

(ii) Such Additional Accounts shall all be Eligible Accounts.

(iii) Such Seller shall have delivered to the Buyer a duly executed written assignment (including an acceptance by the Buyer) covering the Receivables specified in the Addition Notice in substantially the form of Exhibit A modified, if applicable, to reflect contributions to (and by) the general partner of the Buyer (the "Assignment") and the computer file or microfiche or written list required to be delivered pursuant to Section 2.1.

(iv) Such Seller shall have delivered to the Buyer for deposit in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date.

(v) No selection procedures believed by such Seller to be adverse to the interests of the Buyer or the Beneficiaries were used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above is true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, neither such Seller, the Buyer nor the servicer are insolvent nor will have been made insolvent by such transfer nor are aware of any pending insolvency.

(vi) If the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition.

(vii) If (A) one or more of the Additional Accounts specified in such Addition Notice will contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in respect of the addition of each Additional Account specified in clauses (A) and (B) on or prior to the related Addition Date.

(viii) The addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of an Early Amortization Event.

(ix) Such Seller shall have delivered to the Buyer and any Enhancement Providers a certificate of a Vice President or more senior officer confirming the items set forth in paragraphs (ii) through (vi) and
(viii) above.

(x) Such Seller shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such opinion substantially in the form of Exhibit G-2 to the Pooling and Servicing Agreement and (B) except in the case of an addition in connection with an addition of Receivables by the Buyer to the Trust required by Section 2.5(a) of the Pooling and Servicing Agreement, a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be rendered by outside counsel no less frequently than quarterly.

(c) Each Seller hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.4(b)(v). The representations and warranties set forth in Section 2.4(b)(v) shall survive the sale and assignment of the respective Receivables and Collateral Security, if any, to the Buyer. Upon discovery by either Seller or the Buyer of a breach of any of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other parties and to any Enhancement Providers.

(d) Notwithstanding anything in this Section 2.4 to the contrary, the additions of Additional Accounts pursuant to Section 2.5 on or prior to the Closing Date for Series 1994-1 need not satisfy clause (i), (vi), (vii) or (x).

Section 2.5 Covenants of the Sellers. Each Seller hereby covenants that:

(a) No Liens. Except for the conveyances hereunder and the conveyance of Participation Interests pursuant to the terms of any Participation Agreements, such Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on, any Receivable or any Collateral Security, whether now existing or hereafter created, or any interest therein, and such Seller shall defend the right, title and interest of the Buyer and the Trust in, to and under the Receivables and the

Collateral Security, whether now existing or hereafter created, against all claims of third parties claiming through or under such Seller.

(b) Financing Agreements and Guidelines. Each Seller shall comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with (i) the Wholesale Financing Agreements, Accounts Receivable Financing Agreements, Asset Based Lending Financing Agreements and Unsecured Receivable Financing Agreements relating to the Accounts and (ii) the Financing Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Buyer, the Trust or any of the Beneficiaries. Subject to compliance with all Requirements of Law, such Seller may change the terms and provisions of (i) the Wholesale Financing Agreements, Accounts Receivable Financing Agreements, Asset Based Lending Financing Agreements and Unsecured Receivable Financing Agreements or (ii) the Financing Guidelines in any respect (including the calculation of the amount or the timing of charge-offs and the rate of the finance charge assessed thereon) only if such change would be permitted pursuant to Section 3.1(d) of the Pooling and Servicing Agreement.

(c) Account Allocations. In the event that such Seller is unable for any reason to transfer Receivables to the Buyer, then such Seller agrees that it shall allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with the terms of the Pooling and Servicing Agreement. The parties hereto agree that Non-Principal Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Buyer and by the Buyer to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Buyer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV of the Pooling and Servicing Agreement.

(d) Delivery of Collections. In the event that such Seller receives Collections, such Seller agrees to pay the Servicer or any Successor Servicer all payments received by the Seller in respect of the Receivables as soon as practicable after receipt thereof by such Seller, but in no event later than two Business Days after the receipt by such Seller thereof.

(e) Notice of Liens. Each Seller shall notify the Buyer and the Trustee promptly after becoming aware of any Lien on any Receivable conveyed by such Seller other that the conveyances hereunder or under the Pooling and Servicing Agreement.

(f) Compliance with Law. Each Seller hereby agrees to comply in all material respects with all Requirements of Law applicable to such Seller.

(g) Concentration of Risk. In order to avoid a concentration of the risks associated with participating its extensions of credit to Dealers, each Seller may create Participation Interests in its receivables to be sold or contributed to the Buyer in the same

manner and using the same standards as such Seller does in creating participation interests in receivables to be retained by such Seller.

(h) Limitation on Creation of Participation Interests. Such Seller shall not create Participation Interests in its receivables to the extent that the creation of such Participation Interests would, at the time of such creation, cause the Pool Balance to be less than the Required Participation Amount.

(i) Performance of Floorplan Agreements. Such Seller shall perform its obligations under each Floorplan Agreement in accordance with the terms thereof in all material respects.

Section 2.6 Removal of Eligible Accounts. (a) On each Determination Date on which Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.7 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the applicable Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in
Section 2.6(b), subject to Section 2.6(d). The termination of an Account by a Dealer upon such Dealer's payment in full of such Account shall not be a removal of an Account under this Section.

(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the applicable Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:

(i) not less than five Business Days prior to the Removal Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will occur (a "Removal Date");

(ii) from and after such Removal Date, cease to transfer to the Buyer any and all Receivables arising in such Removed Accounts;

(iii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of such Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;

(iv) represent and warrant that no selection procedures believed by such Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Accounts to be removed; and

(v) on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed

Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects.

(c) Subject to Section 2.6(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Servicer, the Buyer, subject to Section 2.6(d), shall deliver to the applicable Seller a reassignment in substantially the form of Exhibit C (the "Reassignment").

(d) Notwithstanding any other provision of this Agreement, the Buyer shall have the right to consent or to decline to consent to any removal of Removed Accounts (and the related Receivables) to a Seller pursuant to this
Section 2.6. If the Buyer declines to consent to any such removal of Removed Accounts (and the related Receivables) to a Seller, the Buyer shall provide notice thereof to the Rating Agencies.

Section 2.7 Removal of Ineligible Accounts. (a) On any date on which an Account becomes an Ineligible Account (which shall be deemed the Removal Commencement Date with respect to such Account), the applicable Seller shall commence removal of such Ineligible Account in the manner prescribed in Section 2.7(b).

(b) With respect to each Account that becomes an Ineligible Account, the applicable Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:

(i) furnish to the Buyer, the Trustee and any Enhancement Providers a Removal Notice specifying a Removal Commencement Date and the Ineligible Accounts to be treated as Designated Accounts;

(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the Designated Balance with respect to each such Designated Account and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;

(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Accounts;

(iv) if such Account was an Ineligible Account at the time it was originally designated as an Account, from and after such Removal Commencement Date, allocate Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Removal Date with respect thereto; and

(v) if such Account was an Ineligible Account at the time it was originally designated as an Account, on each Business Day from and after such Removal

Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to such Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day.

(c) On the Removal Date with respect to any such Designated Account, such Seller shall cease to allocate any Collections therefor in accordance herewith and such Designated Account shall be deemed a Removed Account. After the Removal Date and upon the written request of the Servicer, the Buyer shall deliver to such Seller a Reassignment; provided, however, that notwithstanding any other provision of this Agreement, unless such Account was an Ineligible Account at the time it was originally designated as an Account, the Reassignment shall reassign only the Account and shall not reassign any Receivable existing in such Account as of the related Removal Date.

Section 2.8 Sale of Ineligible Receivables. Each Seller shall sell to the Buyer on each Transfer Date any and all Receivables arising in any Eligible Accounts that are Ineligible Receivables, provided that on the Cut-Off Date or, in the case of Receivables arising in Additional Accounts, on the related Additional Cut-Off Date, and on the applicable Transfer Date, the Account in which such Receivables arise is an Eligible Account.

ARTICLE III

Administration and Servicing of Receivables

Section 3.1 Acceptance of Appointment and Other Matters Relating to the Servicer. (a) DFS agrees to act as the Servicer under this Agreement and the Pooling and Servicing Agreement, and the Buyer consents to DFS acting as Servicer. DFS will have ultimate responsibility for servicing, managing and making collections on the Receivables and will have the authority to make any management decisions relating to such Receivables, to the extent such authority is granted to the Servicer under this Agreement and the Pooling and Servicing Agreement.

(b) DFS shall service and administer the Receivables in accordance with the revisions of the Pooling and Servicing Agreement.

Section 3.2 Servicing Compensation. As full compensation for its servicing activities hereunder and under the Pooling and Servicing Agreement, DFS shall be entitled to receive the Servicing Fee on each Distribution Date so long as it is the Servicer under the Pooling and Servicing Agreement. The Servicing Fee shall be paid in accordance with the terms of the Pooling and Servicing Agreement.

ARTICLE IV

Rights of Certificateholders and
Allocation and Application of Collections

Section 4.1 Allocations and Applications of Collections and Other Funds. The Servicer will apply all Collections with respect to the Receivables and all funds on deposit in the Collection Account as described in Article IV of the Pooling and Servicing Agreement.

ARTICLE V

Other Matters Relating to the Sellers

Section 5.1 Merger or Consolidation of, or Assumption of, the Obligations of the Sellers. Neither Seller shall consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(a) the corporation formed by such consolidation or into which such Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of such Seller substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia and, if such Seller is not the surviving entity, such corporation shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of such Seller hereunder; and

(b) such Seller has delivered to the Buyer and the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 5.2 Sellers' Indemnification of the Buyer. Each Seller shall indemnify and hold harmless the Buyer, from and against any loss, liability, expense, claim, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of such Seller pursuant to this Agreement arising out of or based on the arrangement created by this Agreement and the activities of such Seller taken pursuant thereto, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that such Seller shall not indemnify the Buyer if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence or wilful misconduct by the Buyer; and provided further, that such Seller shall not indemnify the Buyer for any liabilities, cost or expense of the Buyer with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Buyer in connection herewith to any taxing authority. Any indemnification under this Article V shall survive the termination of the Agreement.

ARTICLE VI

Termination

This Agreement will terminate immediately after the Trust terminates pursuant to the Pooling and Servicing Agreement. In addition, the Buyer shall not purchase Receivables from a Seller nor shall a Seller designate Additional Accounts if such Seller shall become an involuntary party to (or be made the subject of) any proceeding provided for by any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or relating to all or substantially all of its property (an "Involuntary Case") and such Involuntary Case shall have continued for a period of ten Business Days from and including the day of receipt by such Seller at its principal corporate office of notice of such Involuntary Case; provided, that during such ten Business Day period, the Buyer shall suspend its purchase of Receivables and shall hold all Collections of Principal Receivables that would have been available to purchase Receivables in the Collection Account and (a) if by the first Business Day after such ten Business Day period, the Buyer has not obtained an order from the court having jurisdiction of such case or filing which order approves the continuation of the sale of Receivables by such Seller to the Buyer and which provides that the Buyer and any of its transferees (including the Trustee) may rely on such order for the validity and nonavoidance of such transfer (the "Order"), the Buyer shall hold such Collections in the Collection Account until such time as they may be paid as elsewhere provided herein and shall not purchase Receivables thereafter or designate Additional Accounts for transfer to the Buyer, or (b) if by such first Business Day, the Buyer has obtained such Order, such Seller may continue selling Receivables, and the Buyer may continue purchasing Receivables, pursuant to the terms hereof, as modified by the immediately succeeding sentence. During the period after the ten Business Day period described above and before the end of the 60-day period described below, the purchase price of the Receivables transferred during such period, notwithstanding anything in this Agreement to the contrary, shall be paid to such Seller by the Buyer in cash not later than the same Business Day of any sale of Receivables. During such period, Receivables will be considered transferred to the Buyer only to the extent that the purchase price therefor has been paid in cash on the same Business Day. If an Order is obtained but subsequently is reversed or rescinded or expires, such Seller shall immediately cease selling Receivables to the Buyer and the Buyer shall immediately cease buying Receivables. Each Seller shall give prompt written notice to each of the Buyer and the Trustee immediately upon becoming a party to an Involuntary Case. If by the first Business Day after the 60-day period after such involuntary filing, such Involuntary Case has not been dismissed, the Buyer shall not purchase thereafter Receivables or designated Additional Accounts for transfer to the Issuer.

ARTICLE VII

Miscellaneous Provisions

Section 7.1 Amendment. (a) This Agreement may be amended from time to time by the Sellers and the Buyer; provided, however, that such action shall not, as evidenced by an Opinion of Counsel for the Sellers addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder.

(b) This Agreement may also be amended from time to time by the Buyer and the Sellers with the consent of the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of all materially adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Sellers; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed with the amount available under any Enhancement without the consent of each affected Investor Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholders without the consent of each affected Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Certificateholder or (iv) adversely affect the rating of any Series or Class by any Rating Agency without the consent of the Holders of all of the Investor Certificates of such Series or Class. Any amendment to be effected pursuant to this paragraph shall be deemed to materially adversely affect all outstanding Series, other than any Series with respect to which such action shall not, as evidenced by an Opinion of Counsel for the Sellers, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder of such Series. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise.

(c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Sellers shall furnish notification of the substance of such amendment to each Investor Certificateholder, each Enhancement Provider, each Agent and each Rating Agency.

(d) It shall not be necessary for the consent of Investor Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe.

(e) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the interests of any Enhancement Provider without the consent of such Enhancement Provider.

(f) Deutsche BSC ratifies and affirms, and shall be deemed to be a party to, that certain amendment dated as of January 24, 1996 among DFS, the Buyer and the Trustee.

Section 7.2 Protection of Right, Title and Interest to Receivables. (a) The Sellers shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Buyer's right, title and interest to the Receivables and Collateral Security relating thereto to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Buyer hereunder. Each Seller shall deliver to the Buyer file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following

such recording, registration or filing. The Buyer shall cooperate fully with the Sellers in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 7.2(a).

(b) Within 30 days after a Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 7.2(a) seriously misleading within the meaning of Section 9-402(7) of the UCC as in effect in the State of Missouri or the State of Georgia, as applicable, or such other applicable jurisdiction, such Seller shall give the Buyer and any Agent notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest in the Receivables and the proceeds thereof.

(c) Each Seller will give the Buyer prompt written notice of any relocation of any office at which it keeps Records concerning the Receivables or of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest in the Receivables and the proceeds thereof. Each Seller will at all times maintain its principal executive offices within the United States of America.

(d) Each Seller will deliver to the Buyer upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit B.

Section 7.3 Limited Recourse. Notwithstanding anything to the contrary contained herein, the obligations of the Buyer hereunder shall not be recourse to the Buyer (or any person or organization acting on behalf of the Buyer or any affiliate, Officer or director of the Buyer), other than to (a) the portion of the Seller's Interest on any date of determination which is in excess of the Required Participation Amount and (b) any other assets of the Buyer not pledged to third parties or otherwise encumbered in a manner permitted by the Buyer's Partnership Agreement; provided, however, that any payment by the Buyer made in accordance with this Section 7.3 shall be made only after payment in full of any amounts that the Buyer is obligated to deposit in the Collection Account pursuant to this Agreement; provided further that the Investor Certificateholders shall be entitled to the benefits of the subordination of the Collections allocable to the Seller's Interest to the extent provided in the Supplements.

Section 7.4 No Petition. Each Seller hereby covenants and agrees that it will not at any time institute against the Buyer or Deutsche FRI any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law.

Section 7.5 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 7.6 Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to the parties at such addresses specified in the Pooling and Servicing Agreement or, in the case of notices to Deutsche BSC, to the following address: 655 Maryville Centre Drive, St. Louis, Missouri 63141, Attention: Secretary.

Section 7.7 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or rights of the Certificateholders.

Section 7.8 Assignment. Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by either Seller without the prior consent of the Buyer and the Trustee. The Buyer may assign its rights, remedies, powers and privileges under this Agreement to the Trust pursuant to the Pooling and Servicing Agreement.

Section 7.9 Further Assurances. Each Seller agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Buyer more fully to effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the UCC of any applicable jurisdiction.

Section 7.10 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Buyer, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.11 Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 7.12 Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Certificateholders, the Trustee and the other Beneficiaries and their respective successors and permitted assigns. Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.

Section 7.13 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived, or supplemented except as provided herein.

Section 7.14 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.15 Continued Effectiveness of the Receivables Contribution and Sale Agreement. As amended and restated hereby, the Receivables Contribution and Sale Agreement shall continue to be in full force and effect and is hereby ratified and confirmed in all respects.

Section 7.16 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement, the Assignments, the Reassignments or the other documents executed and delivered in connection herewith or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(a) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(b) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 7.6; and

(c) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

IN WITNESS WHEREOF, the Sellers and the Buyer have caused this Receivables Contribution and Sale Agreement to be duly executed by their respective officers as of the day and year first above written.

DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,
Buyer

By:DEUTSCHE FLOORPLAN RECEIVABLES,
INC., its general partner

By: /s/ Richard H. Schumacher
      Name: Richard H. Schumacher
      Title: President

By: /s/ Naran Burchinow
      Name: Naran Burchinow
      Title:

DEUTSCHE FINANCIAL SERVICES
CORPORATION, Seller

By: /s/ Richard H. Schumacher
      Name: Richard H. Schumacher
      Title: Senior Vice President

By: /s/ Naran Burchinow
      Name: Naran Burchinow
      Title:

DEUTSCHE BUSINESS SERVICES
CORPORATION, Seller

By: /s/ Richard H. Schumacher
      Name: Richard H. Schumacher
      Title:

By: /s/ Naran Burchinow
      Name: Naran Burchinow
      Title:

EXHIBIT A
TO RCSA

FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

(As required by Section 2.4

of the Receivables Contribution and Sale Agreement)

ASSIGNMENT No. ___ OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of ________________, ____ this "Assignment"), between Deutsche Floorplan Receivables, L.P., as buyer (the "Buyer"), and [Deutsche Financial Services Corporation], [Deutsche Business Services Corporation] as seller [contributor] (the "Seller"), pursuant to the Receivables Contribution and Sale Agreement referred to below.

W I T N E S E T H:

WHEREAS DFS, Deutsche BSC and the Buyer are parties to a Receivables Contribution and Sale Agreement dated as of December 1, 1993, amended and restated as of March 1, 1994, amended as of January 24, 1996 and amended and restated as of October 1, 1996 (as amended or supplemented, the "Receivables Contribution and Sale Agreement");

WHEREAS, pursuant to the Receivables Contribution and Sale Agreement, the Seller wishes to designate Additional Accounts to be included as Accounts and to convey the Receivables and related Collateral Security of such Additional Accounts, whether now existing or hereafter created, to the Buyer as part of the corpus of the Trust (as each such term is defined in the Receivables Contribution and Sale Agreement); and

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

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

1. Defined Terms. All capitalized terms used herein (including in the recitals hereto) shall have the meanings ascribed to them in the Receivables Contribution and Sale Agreement unless otherwise defined herein.

"Addition Date" shall mean, with respect to the Additional Accounts designated hereby, ___________, 19___.

2. Designation of Additional Accounts. The Seller hereby delivers herewith a computer file or microfiche or written list containing a true and complete list of all such Additional Accounts specifying for each such Account, as of the Additional Cut-Off Date, its account number, the aggregate amount of Receivables outstanding in such Account and the aggregate amount of Principal Receivables in such Account. Such file or list shall, as of the date of this Assignment, supplement Schedule 1 to the Receivables Contribution and Sale Agreement.

3. Conveyance of Receivables. (a) The Seller does hereby [sell]
[contribute], transfer, assign, set over and otherwise convey, without recourse (except as expressly provided in the Receivables Contribution and Sale Agreement), to the Buyer, on the Addition Date all of its right, title and interest in, to and under the Receivables in such Additional Accounts, all Collateral Security and the related Floorplan Rights with respect thereto, owned by the Seller and existing at the close of business on the Additional Cut-Off Date and thereafter created from time to time, all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the [State of Missouri] [State of Georgia] and Recoveries) thereof. The foregoing [sale]
[contribution], transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by the Buyer of any obligation of the Servicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreement, Floorplan Agreement and any Participation Agreement, including any other obligation to any Dealer or Manufacturer.

(b) In connection with such [sale] [contribution], the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper, accounts and general intangibles (as defined in Section 9-105 or 9-106 of the UCC as in effect in any state where the Seller's or the Servicer's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or prior to the Addition Date to the extent, if any, that the UCC-1 financing statements filed pursuant to Section 2.1 of the Receivables Contribution and Sale Agreement are not sufficient for such purpose. In addition, the Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to the Seller. The Buyer shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such [sale] [contribution]. The parties hereto intend that the [sales] [contributions] of Receivables effected by this Agreement be [sales] [true contributions].

(c) In connection with such [sale] [contribution], the Seller further agrees, at its own expense, on or prior to the Addition Date, to indicate in its books and records, which may include its computer files, that the Receivables created in connection with the Additional Accounts designated hereby have been sold and the Collateral Security assigned to the Buyer pursuant to this Assignment and sold to the Trust pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries.

4. Acceptance by Buyer. Subject to the satisfaction of the conditions set forth in Section 6 of this Assignment, the Buyer hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed to the Buyer pursuant to Section 3(a) of this Assignment. The Buyer further acknowledges that, prior to or simultaneously with the execution and delivery of this Assignment, the Seller delivered to the

Buyer the computer file or microfiche or written list relating to the Additional Accounts described in Section 2 of this Assignment.

5. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Buyer, on behalf of the Trust, as of the date of this Assignment and as of the Addition Date that:

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

(b) Organization and Good Standing. The Seller is a corporation duly organized and validly existing and in good standing under the law of the State of its incorporation and has, in all material respects, full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Assignment;

(c) Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder;

(d) Eligible Accounts. Each Additional Account designated hereby is an Eligible Account;

(e) Selection Procedures. No selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Additional Accounts designated hereby;

(f) Insolvency. As of the Notice Date and the Addition Date, the Seller is not insolvent nor, after giving effect to the conveyance set forth in Section 3 of this Assignment, will it have been made insolvent, nor is it aware of any pending insolvency;

(g) Valid Transfer. This Assignment constitutes a valid [sale]
[contribution], transfer and assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and upon the filing of the financing statements described in Section 3 of this Assignment with the Secretary of State of the State of [Missouri] [and other applicable states and counties] and, in the case of the Receivables [and the Collateral Security] hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, except for Liens permitted under Section 2.6(a) of the Receivables Contribution and Sale Agreement;

(h) Due Authorization. The execution and delivery of this Assignment and the consummation of the transactions provided for or contemplated by this Assignment have been duly authorized by the Seller by all necessary corporation action on the part of the Seller;

(i) No Conflict. The execution and delivery of this Assignment, the performance of the transactions contemplated by this Assignment and the fulfillment of the terms hereof, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which it or its properties are bound;

(j) No Violation. The execution and delivery of this Assignment by the Seller, the performance of the transactions contemplated by this Assignment and the fulfillment of the terms hereof will not conflict with or violate any material Requirements of Law applicable to the Seller;

(k) No Proceedings. There are no proceedings or, to the best knowledge of the Seller, investigations pending or threatened against the Seller before any Governmental Authority (i) asserting the invalidity of this Assignment, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Assignment, (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Assignment, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Assignment or (v) seeking to affect adversely the income tax attributes of the Trust under the United States federal or any State income, single business or franchise tax systems;

(l) Record of Accounts. As of the Addition Date, Schedule 1 to this Assignment is an accurate and complete listing in all material respects of all the Additional Accounts as of the Additional Cut-Off Date and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Additional Cut-Off Date;

(m) No Liens. Each Receivable and all Collateral Security existing on the Addition Date has been conveyed to the Buyer free and clear of any Lien;

(n) All Consents Required. With respect to each Receivable and all Collateral Security existing on the Addition Date, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the conveyance of such Receivable or Collateral Security to the Buyer, the execution and delivery of this Assignment and the performance of the transactions contemplated hereby have been duly obtained, effected or given and are in full force and effect; and

(o) Eligible Receivables. On the Additional Cut-Off Date each Receivable conveyed to the Buyer as of such date is an Eligible Receivable or, if such Receivable is

not an Eligible Receivable, such Receivable is conveyed to the Buyer in accordance with Section 2.8 of the Receivables Contribution and Sale Agreement.

6. Conditions Precedent. The acceptance of the Buyer set forth in
Section 4 of this Assignment is subject to the satisfaction, on or prior to the Addition Date, of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by the Seller in Section 5 of this Assignment shall be true and correct as of the date of this Assignment and as of the Addition Date;

(b) Agreement. Each of the conditions set forth in Section 2.4(b) of the Receivables Contribution and Sale Agreement applicable to the designation of the Additional Accounts to be designated hereby shall have been satisfied; and

(c) Addition Information. The Seller shall have delivered to the Buyer such information as was reasonably requested by the Buyer to satisfy itself as to the accuracy of the representation and warranty set forth in
Section 5(d) of this Assignment.

7. Ratification of Agreement. As supplemented by this Assignment, the Receivables Contribution and Sale Agreement is in all respects ratified and confirmed and the Receivables Contribution and Sale Agreement as so supplemented by this Assignment shall be read, taken and construed as one and the same instrument.

8. Counterparts. This Assignment may be executed in two or more counterparts (and by different parties in separate counterparts), each of which shall be an original but all of which together shall constitute one and the same instrument.

9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the Seller and the Buyer have caused this Assignment to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written.

DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,
as Buyer

By: DEUTSCHE FLOORPLAN RECEIVABLES, INC.,
its general partner

By:_____________________________________
Name:
Title

By:_____________________________________
Name:
Title

[DEUTSCHE FINANCIAL SERVICES
CORPORATION], as Seller

By:_____________________________________
Name:
Title

By:_____________________________________
Name:
Title

[DEUTSCHE BUSINESS SERVICES
CORPORATION], as Seller

By:_____________________________________
Name:
Title

By:_____________________________________
Name:
Title

EXHIBIT B
TO RCSA

FORM OF OPINION OF COUNSEL

(As required by Section 7.2(d) of

the Receivables Contribution and Sale Agreement)

(a) The Amendment to the Receivables Contribution and Sale Agreement, attached hereto as Schedule 1 (the "Amendment"), has been duly authorized, executed and delivered by each Seller and constitutes the legal, valid and binding agreement of each Seller, enforceable in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally from time to time in effect. The enforceability of each Seller's obligations is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b) The Amendment has been entered into in accordance with the terms and provisions of Section 7.1 of the Receivables Contribution and Sale Agreement.

(c) The Amendment will not adversely affect in any material respect the interests of the Investor Certificateholders. [Include this clause (iii) only in the case of amendments effected pursuant to Section 7.1(a) of the Receivables Contribution and Sale Agreement.]

EXHIBIT C
TO RCSA

FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS

(As required by Section 2.6 of the Receivables Contribution and Sale Agreement referred to below)

REASSIGNMENT NO. __ OF RECEIVABLES, dated as of __________, ____, by and between DEUTSCHE FLOORPLAN RECEIVABLES, L.P., as buyer (the "Buyer"), and DEUTSCHE
FINANCIAL SERVICES CORPORATION [or DEUTSCHE BUSINESS SERVICES CORPORATION), as seller (the "Seller"), pursuant to the Receivables Contribution and Sale Agreement referred to below.

WITNESSETH

WHEREAS the Seller and the Buyer are parties to the Receivables Contribution and Sale Agreement dated as of December 1, 1993, amended and restated as of March 1, 1994, amended as of January 24, 1996 and amended and restated as of October 1, 1996 (as amended or supplemented, the "Receivables Contribution and Sale Agreement");

WHEREAS, pursuant to the Receivables Contribution and Sale Agreement, the Seller wishes to remove all Receivables from certain Accounts, the Collateral Security thereof and the related Floorplan Rights (the "Removed Accounts") and to cause the Buyer to reconvey the Receivables of such Removed Accounts and such Collateral Security and Floorplan Rights, whether now existing or hereafter created, and all amounts currently held by the Buyer or thereafter received by the Trust in respect of such Removed Accounts, from the Buyer to the Seller (as each such term is defined in the Receivables Contribution and Sale Agreement); and

WHEREAS the Buyer is willing to accept such removal and to reconvey the Receivables in the Removed Accounts, such Collateral Security and any related amounts held or received by the Trust subject to the terms and conditions hereof.

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

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

"Removal Date" shall mean, with respect to the Removed Accounts designated hereby, ____________

2. Notice of Removed Accounts. The Seller shall deliver to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a computer file or microfiche or written list

containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Accounts and the Designated Balance. Such list shall be marked as Schedule 1 to this Reassignment and shall be incorporated into and made a part of this Reassignment as of the Removal Date and shall amend Schedule 1 to the Receivables Contribution and Sale Agreement.

3. Conveyance of Receivables and Accounts. (a) The Buyer does hereby transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all [Receivables now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, the related Floorplan Rights, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] and Recoveries) thereof relating thereto][in the case of Removed Accounts which are to be removed pursuant to
Section 2.7 of the Receivables Contribution and Sale Agreement and which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) any Receivables existing as of the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) the related Floorplan Rights, (iv) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Principal Receivables), (v) all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Missouri [Georgia] and Recoveries) thereof relating to such Receivables, it being understood that the items described in clauses
(i)-(v) will continue to be Trust Assets] .

(b) If requested by the Seller, in connection with such transfer, the Buyer agrees to execute and deliver to the Seller, on or prior to the date of this Reassignment, a termination statement with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

4. Acceptance by Buyer. The Buyer hereby acknowledges that, prior to or simultaneously with the execution and delivery of this Reassignment, the Seller delivered to the Buyer the computer file or such microfiche or written list described in Section 2(b) of this Reassignment.

5. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Buyer as of the date of this Reassignment and as of the Removal Date:

(a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in

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

(b) No Early Amortization Event. The removal of the Accounts hereby removed shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;

(c) Selection Procedures. No selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Accounts to be removed; and

(d) True and Complete List. The list of Removed Accounts described in Section 2(b) of this Assignment is, as of the Removal Commencement Date, true and complete in all material respects.

provided, however, that in the event that the removal on such Removal Date relates solely to Ineligible Accounts, the Seller shall be deemed to make only the representations and warranties contained in paragraph 5(a) above.

6. Condition Precedent. In addition to the conditions precedent set forth in Section 2.6 of the Receivables Contribution and Sale Agreement, the obligation of the Buyer to execute and deliver this Reassignment is subject to the Seller having delivered on or prior to the Removal Date to the Trustee, the Buyer, any Agent, and any Enhancement Providers an Officers' Certificate certifying that (i) as of the Removal Date, all requirements set forth in
Section 2.6 of the Agreement for removing such Accounts and reconveying the Receivables of such Removed Accounts, the Collateral Security and the related Floorplan Rights, whether existing at the close of business on the Removal Date or thereafter created from time to time until the termination of the Trust, have been satisfied, and (ii) each of the representations and warranties made by the Seller in Section 5 hereof is true and correct as of the date of this Reassignment and as of the Removal Date. The Buyer may conclusively rely on such officers' Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

7. Ratification of Agreement. As supplemented by this Reassignment the Receivables Contribution and Sale Agreement is in all respects ratified and confirmed and the Receivables Contribution and Sale Agreement as so supplemented by this Reassignment shall be read, taken and construed as one and the same instrument.

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

9. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT

REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,
Buyer

By: DEUTSCHE FLOORPLAN RECEIVABLES, INC.,
its general partner

By:_____________________________________
Name:
Title

By:_____________________________________
Name:
Title

[DEUTSCHE FINANCIAL SERVICES
CORPORATION, Seller]

By:_____________________________________
Name:
Title

By:_____________________________________
Name:
Title

[DEUTSCHE BUSINESS SERVICES
CORPORATION, Seller]

By:_____________________________________
Name:
Title

By:_____________________________________
Name:
Title

Schedule 1

List of Accounts

[Provided separately to the Buyer and the

Trustee and deemed to be incorporated herein.]

Exhibit 4.10

AMENDMENT TO
RECEIVABLES CONTRIBUTION AND SALE AGREEMENT

This AMENDMENT is made and entered into as of December 31, 2002 ("Amendment") by and between GE Commercial Distribution Finance Corporation, a Nevada corporation (formerly known as Deutsche Financial Services Corporation), as Seller ("CDF") and Deutsche Floorplan Receivables, L.P., a Delaware limited partnership, as Buyer ("Limited Partnership").

BACKGROUND

WHEREAS, CDF and Limited Partnership are parties to the Receivables Contribution and Sale Agreement, dated as of December 1, 1993, amended and restated as of March 1, 1994, amended as of January 24, 1996 and amended and restated as of October 1, 1996 (as so amended, the "Sale Agreement"); and

WHEREAS, Deutsche Business Services Corporation ("DBSC") is no longer a going concern and therefore is no longer a seller under the Sale Agreement;

WHEREAS, the parties to the Sale Agreement desire to amend the Sale Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms defined in the Sale Agreement and used in this Amendment but not otherwise defined herein shall have the meanings assigned to them in the Sale Agreement.

SECTION 2. Recitals. The third and fourth recitals to the Sale Agreement are hereby deleted and replaced with the following:

"WHEREAS, the Buyer desires to sell or contribute such payment obligations to CDF Financing, L.L.C. ("LLC"), pursuant to a Receivables Contribution and Sale Agreement dated as of December 31, 2002 (as the same may from time to time be amended, supplemented or otherwise modified, the "LP/LLC Sale Agreement");

WHEREAS, the LLC is becoming a party to (and the Buyer is ceasing to be a party to) the Amended and Restated Pooling and Servicing Agreement dated as of April 1, 2000 (as the same may from time to time be amended, supplemented or otherwise modified, the "Pooling and Servicing Agreement"), among the LLC, CDF, as Servicer, and Wilmington Trust Company, as successor to The Chase Manhattan Bank, as Trustee (the "Trustee")."

SECTION 3. Deutsche Business Services Corporation Amendments.

(a) Generally. All references to "Deutsche Business Services Corporation" in the Sale Agreement are hereby deleted.

Amendment to Contribution and Sale Agreement

(b) Sellers. All references to "either Seller" , "each Seller" , "such Seller" or "the applicable Seller" are hereby replaced with "the Seller" and all references to "Sellers" are hereby replaced with "Seller".

(c) Section 5.1 of the Sale Agreement. The first sentence of
Section 5.1 of the Sale Agreement is hereby amended by deleting the language "Neither Seller shall consolidate" and replacing it with "The Seller shall not consolidate".

(d) Section 7.1(f) of the Sale Agreement. Section 7.1(f) of the Sale Agreement is hereby deleted in its entirety.

(e) Section 7.6 of the Sale Agreement. Section 7.6 is hereby amended by deleting the language "or, in the case of notices to Deutsche BSC, to the following address: 655 Maryville Centre Drive, St. Louis, Missouri 63141, Attention: Secretary" and by replacing it with the language "or, in the case of notices to Limited Partnership, to the following address: 655 Maryville Centre Drive, St. Louis, Missouri 63141, Attention: Finance Manager".

SECTION 4. Uniform Commercial Code References.

(a) Section 2.1 of the Sale Agreement. The first paragraph of
Section 2.1 of the Sale Agreement is hereby amended by deleting the phrase "(including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Missouri and the State of Georgia, as applicable, and Recoveries)" and replacing it with "(including "proceeds" as defined in the UCC, and Recoveries)". The fifth paragraph of Section 2.1 is hereby amended by deleting the phrase "(as defined in Section 9-105 of the UCC as in effect in any state where such Seller's or the Servicer's chief executive offices or books and records relating to the Receivables are located)" and replacing it with "(as defined in the UCC)".

(b) Section 2.2(j) of the Sale Agreement. Section 2.2(j) is hereby amended by deleting the language "Missouri and the County Recorder of St. Louis County in the State of Missouri with respect to DFS and the County Recorder of Cobb County in the State of Georgia, in the case of Deutsche BSC" and replace it with "Nevada".

(c) Section 7.2(b) of the Sale Agreement. Section 7.2 is hereby amended by deleting the language "Section 9-402(7) of the UCC as in effect in the State of Missouri or the State of Georgia, as applicable, or such other applicable jurisdiction," and replacing it with "the UCC as in effect in the applicable jurisdiction,".

SECTION 5. Additional Amendments to Sale Agreement.

(a) The last sentence of the last paragraph of Section 2.2 is hereby amended by inserting the phrase ", the Collateral Security and Floorplan Rights" after the words "The obligation of the Seller to purchase the Receivables".

(b) Section 2.3(a)(iii) is hereby amended in its entirety to read as follows: "(iv) On the Cut-Off Date, each Initial Account is an Eligible Account, and, in the case of

Amendment to Contribution
2 and Sale Agreement

Additional Accounts, on the Additional Cut-Off Date, each such Additional Account is an Eligible Account."

(c) Section 2.4(b)(v)(C) is hereby amended by changing the word "servicer" to "Servicer".

(d) Section 2.4(b)(x) is hereby amended by deleting the language "no less frequently" and replacing it with "no more frequently".

(e) Section 7.1(b) is hereby amended by deleting the word "action" in the second to last sentence of the paragraph and replacing it with "amendment".

(f) Section 7.5 is hereby amended and restated to read as follows:

"Section 7.5. GOVERNING LAW. THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS OF THE STATE OF NEW YORK)."

SECTION 6. Representations and Warranties. In order to induce the parties hereto to enter into this Amendment, each of the parties hereto represents and warrants unto the other parties hereto as set forth in this Section 6:

(a) Due Authorization, Non-Contravention, etc. The execution, delivery and performance by such party of this Amendment are within its powers, have been duly authorized by all necessary action, and do not: (i) contravene its organizational documents; or (ii) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting it; and

(b) Validity, etc. This Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and general equitable principles.

SECTION 7. Binding Effect; Ratification. (a) This Amendment shall become effective, as of the date first set forth above, when counterparts hereof shall have been executed and delivered by the parties hereto, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

(b) Any reference to the Sale Agreement from and after the date hereof shall be deemed to refer to the Sale Agreement as amended hereby, unless otherwise expressly stated.

Amendment to Contribution
3 and Sale Agreement

(c) Except as expressly amended hereby, the Sale Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

SECTION 8. Miscellaneous. (a) THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF).

(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment or any provision hereof.

(c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(d) Executed counterparts of this Amendment may be delivered electronically.

[SIGNATURES FOLLOW]

Amendment to Contribution

4 and Sale Agreement

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective representatives thereunto duly authorized as of the day and year first above written.

GE COMMERCIAL DISTRIBUTION FINANCE
CORPORATION

By: /s/ Joseph B. Thomas
    Name: Joseph B. Thomas
    Title: Finance Manager

S-1              Amendment to Contribution
                        and Sale Agreement

DEUTSCHE FLOORPLAN RECEIVABLES, L.P.

By: Deutsche Floorplan Receivables, Inc.,
its General Partner

By: /s/ Joseph B. Thomas
    Name: Joseph B. Thomas
    Title: Treasurer

S-2 Amendment to Contribution and Sale Agreement

Exhibit 4.11

DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,

as Seller,

and

CDF FINANCING, L.L.C.,

as Buyer

RECEIVABLES CONTRIBUTION AND SALE AGREEMENT

Dated as of December 31, 2002

Contribution and Sale Agreement

TABLE OF CONTENTS

                                                                                                                  PAGE
ARTICLE I

         Definitions

         Section 1.1       Definitions..........................................................................    1
         Section 1.2       Other Definitional Provisions........................................................    2

ARTICLE II

         Conveyance of Receivables

         Section 2.1       Conveyance of Receivables............................................................    2
         Section 2.2       Representations and Warranties of the Seller Relating to the Seller and
                           the Agreement........................................................................    4
         Section 2.3       Representations and Warranties of the Seller Relating to the Receivables.............    6
         Section 2.4       Addition of Accounts.................................................................    7
         Section 2.5       Covenants of the Seller..............................................................    9
         Section 2.6       Removal of Eligible Accounts.........................................................   10
         Section 2.7       Removal of Ineligible Accounts.......................................................   12
         Section 2.8       Sale of Ineligible Receivables.......................................................   13

ARTICLE III

         Administration and Servicing of Receivables

         Section 3.1       The Servicer.........................................................................   13
         Section 3.2       Servicing Compensation...............................................................   13

ARTICLE IV

         Rights of Certificateholders and
         Allocation and Application of Collections

         Section 4.1       Allocations and Applications of Collections and Other Funds..........................   13

ARTICLE V

         Other Matters Relating to the Seller

         Section 5.1       Merger or Consolidation of, or Assumption of, the Obligations of the Seller..........   13
         Section 5.2       Seller's Indemnification of the Buyer................................................   14

Contribution and Sale Agreement

TABLE OF CONTENTS

                                                                                                                  PAGE
ARTICLE VI

         Termination............................................................................................   15

ARTICLE VII

         Miscellaneous Provisions

         Section 7.1       Amendment............................................................................   15
         Section 7.2       Protection of Right, Title and Interest to Receivables...............................   16
         Section 7.3       Limited Recourse.....................................................................   16
         Section 7.4       No Petition..........................................................................   17
         Section 7.5       GOVERNING LAW........................................................................   17
         Section 7.6       Notices..............................................................................   17
         Section 7.7       Severability of Provisions...........................................................   17
         Section 7.8       Assignment...........................................................................   17
         Section 7.9       Further Assurances...................................................................   17
         Section 7.10      No Waiver; Cumulative Remedies.......................................................   18
         Section 7.11      Counterparts.........................................................................   18
         Section 7.12      Third-Party Beneficiaries............................................................   18
         Section 7.13      Merger and Integration...............................................................   18
         Section 7.14      Headings.............................................................................   18
         Section 7.15      Submission to Jurisdiction...........................................................   18

Contribution and Sale Agreement

Exhibit A         Form of Assignment of Receivables in Additional Accounts

Exhibit B         Form of Reassignment of Receivables in Removed Accounts

Schedule 1        List of Accounts

                                                 Contribution and Sale Agreement

RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of December 31, 2002, between DEUTSCHE FLOORPLAN RECEIVABLES, L.P., a Delaware limited partnership (the "Limited Partnership"), as Seller ("Seller"), and CDF FINANCING, L.L.C., a Delaware limited liability company ("LLC"), as Buyer ("Buyer").

WITNESETH:

WHEREAS, the Seller is party to the Receivables Contribution and Sale Agreement dated as of December 1, 1993, amended and restated as of March 1, 1994, amended as of January 24, 1996, and amended and restated as of October 1, 1996 (as the same may from time to time be amended, supplemented or otherwise modified, the "First Tier Agreement"), with GE Commercial Distribution Finance Corporation, formally known as Deutsche Financial Services Corporation, a Nevada corporation ("CDF");

WHEREAS, the First Tier Agreement provides for the Seller to acquire Receivables and related assets and rights from CDF from time to time;

WHEREAS, the Seller wish to sell or contribute such Receivables and related assets and rights from time to time to the Buyer;

WHEREAS, the Seller is party to the Amended and Restated Pooling and Servicing Agreement dated as of April 1, 2000 (as the same may from time to time be amended, supplemented or otherwise modified, the "Pooling and Servicing Agreement"), among the Seller, as seller, CDF, as servicer, and Wilmington Trust Company, as successor to The Chase Manhattan Bank, as trustee (the "Trustee");

WHEREAS, the Seller wishes to contribute to the Buyer all of the Seller's right, title and interest in, to and under the Pooling and Servicing Agreement;

WHEREAS, in connection herewith, the Pooling and Servicing Agreement will be amended in order to, among other things, replace the Limited Partnership as a party thereto with the Buyer.

NOW THEREFORE, the parties hereto agree, effective as of December 31, 2002 (the "Effective Date"), as follows:

ARTICLE I

Definitions

Section 1.1 Definitions. Capitalized terms defined in the Pooling and Servicing Agreement and used but not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. The rules of construction in Sections 1.2 and 1.3 of the Pooling and Servicing Agreement shall be applied to this Agreement. In addition, the term "Agreement" means this Receivables Contribution and Sale Agreement, as the same may from time to time be amended, supplemented or otherwise modified.

Contribution and Sale Agreement

Section 1.2 Other Definitional Provisions. (a) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Article, Section, Schedule, and Exhibit references are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term "including" shall mean "including without limitation".

(b) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

ARTICLE II

Conveyance of Receivables

Section 2.1 Conveyance of Receivables. By execution of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer on the first Effective Date, in the case of Accounts existing as of the Effective Date (the "Existing Accounts"), and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Effective Date, in the case of the Existing Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC and Recoveries) thereof and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the earlier of (x) the occurrence of an Early Amortization Event specified in
Section 9.1(b), (c), (d), or (e) of the Pooling and Servicing Agreement and (y) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer, all of its right, title and interest in, to and under the Receivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC and Recoveries) thereof and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the Servicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements, the Floorplan Agreements and any Participation Agreement and any other obligation to any Dealer or Manufacturer.

On the Effective Date, the Seller hereby contributes as capital to the Buyer (i) Receivables in the amount of three billion two hundred sixty-eight million six hundred eighty-six

Contribution and Sale Agreement

thousand five hundred seventy-six dollars ($3,268,686,576), together with the related Collateral Security and Floorplan Rights (defined below) and (ii) all of the Seller's right, title and interest in, to and under the Pooling and Servicing Agreement. Subject to Article VI, the purchase price for the Receivables sold by the Seller to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and the Seller at the time of acquisition by the Buyer, which price shall not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than reasonably equivalent value therefor.

At its option from time to time, the Seller may convey as a capital contribution to the Buyer Receivables together with the related Collateral Security and Floorplan Rights (or interests in any of the foregoing).

In connection with such contributions and sales, the Seller agrees (i) to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) naming the Seller as "debtor" and the Buyer as "secured party" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper, accounts or general intangibles (as defined in the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables, the Collateral Security and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the Buyer, and to perfect the contribution of any items contemplated by this Agreement, and (ii) to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer promptly following such filing. In addition, the Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to the Seller. The Buyer shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the transfers of Receivables and other items effected by this Agreement be sales (or, in the case of contributions, true contributions).

In connection with such contribution and sales, the Seller further agrees, at its own expense, on or prior to the Effective Date, in the case of Existing Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in its books and records, which may include computer files, that the Receivables created in connection with the Accounts (other than Removed Accounts) have been sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries and (b) to deliver to the Buyer a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Effective Date, in the case of Existing Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number and (ii) the aggregate amount of Principal Receivables in such Account. Such file or list, as supplemented from time to time to

Contribution and Sale Agreement

reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement.

In the event that such contributions, sales and assignments are deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to have granted to the Buyer a first priority perfected security interest in all of the Seller's right, title and interest to and under (i) the Receivables, the Collateral Security and all proceeds thereof and the Floorplan Agreements and (ii) the Pooling and Servicing Agreement, and that this Agreement shall constitute a security agreement under applicable law.

Section 2.2 Representations and Warranties of the Seller Relating to the Seller and the Agreement. The Seller hereby represents and warrants to the Buyer, as to itself and the Receivables being transferred and sold by it hereunder, as of the Effective Date and as of each Closing Date that:

(a) Organization and Good Standing. The Seller is a limited partnership duly organized and validly existing and in good standing under the laws of the state of its organization and has, in all material respects, full partnership power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

(b) Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited partnership (or is exempt from such requirement) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder.

(c) Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for or contemplated by this Agreement have been duly authorized by the Seller by all necessary limited partnership action on the part of the Seller and are within its limited partnership powers.

(d) No Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof and thereof, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which it or its properties are bound.

(e) No Violation. The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof and thereof applicable to the Seller, will not conflict with or violate any material Requirements of Law applicable to the Seller or conflict with, violate, result in any breach of any of the material terms and provisions of, or constitute (with or without

Contribution and Sale Agreement

notice or lapse of time or both) a material default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which the Seller is bound.

(f) No Proceedings. There are no proceedings or, to the best knowledge of the Seller, investigations, pending or threatened against the Seller, before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) seeking to affect adversely the income tax attributes of the Trust under the United States federal or any state income, single business or franchise tax systems.

(g) All Consents Required. All appraisals, authorizations, consents, orders, approvals or other actions of any Person or of any governmental body or official required in connection with the execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof or thereof, have been obtained.

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

(i) Record of Accounts. As of the Effective Date, in the case of the Existing Accounts, as of the applicable Addition Date, in the case of the Additional Accounts, and, as of the applicable Removal Date, in the case of Removed Accounts, Schedule 1 to this Agreement is an accurate and complete listing in all material respects of all the Accounts as of the Effective Date, the applicable Additional Cut-Off Date or the applicable Removal Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Effective Date, such applicable Additional Cut-Off Date or such Removal Date, as the case may be.

(j) Valid Transfer. This Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid sale, transfer and assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof. Upon the filing of the financing statements described in Section 2.1 with the Secretary of State of the State of Nevada and, in the case of the Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property. Except as otherwise provided in the Pooling and Servicing Agreement, neither the Seller nor any Person claiming through or under the Seller has any claim to or interest in the Trust Assets.

Contribution and Sale Agreement

The representations and warranties set forth in this Section 2.2 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by a Seller or the Buyer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties.

In the event of any breach of any of the representations and warranties set forth in this Section 2.2 and if, in connection therewith, the Buyer shall be obligated to purchase the Certificateholders' Interest pursuant to Section 2.3 of the Pooling and Servicing Agreement, the Seller shall repurchase the Receivables, the Collateral Security and Floorplan Rights conveyed by it and shall pay to the Buyer on the Business Day preceding the Distribution Date on which such purchase of the Certificateholders' Interest is to be made an amount equal to the purchase price for the Certificateholders' Interest as specified in the Pooling and Servicing Agreement. The obligation of the Seller to purchase the Receivables, the Collateral Security and Floorplan Rights pursuant to this
Section 2.2 shall constitute the sole remedy against the Seller respecting an event of the type specified in the first sentence of this paragraph available to the Buyer and to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders).

Section 2.3 Representations and Warranties of the Seller Relating to the Receivables.

(a) Representations and Warranties. The Seller hereby represents and warrants to the Buyer, with respect to the Receivables conveyed by the Seller, that:

(i) Each Receivable and all Collateral Security existing on the Effective Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, has been conveyed to the Buyer free and clear of any Lien.

(ii) With respect to each Receivable and all Collateral Security existing on the Effective Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the conveyance of such Receivable or Collateral Security to the Buyer have been duly obtained, effected or given and are in full force and effect.

(iii) On the Effective Date, each Existing Account is an Eligible Account and, in the case of Additional Accounts, on the applicable Additional Cut-Off Date, each such Additional Account is an Eligible Account.

(iv) On the Effective Date, in the case of the Existing Accounts, and, in the case of the Additional Accounts, on the applicable Additional Cut-Off Date, and on each Transfer Date, each Receivable conveyed to the Buyer on such date is an Eligible Receivable or, if such Receivable is not an Eligible Receivable, such Receivable is conveyed to the Buyer in accordance with Section 2.8.

(v) Each Participation Agreement, if any, relating to Receivables conveyed by the Seller permits the transfer of such Receivables to the Buyer and the Trust and provides that the undivided interest of such participant is pari passu in all respects (other than non-subordinated interest strips and fees) with the remaining undivided interest in

Contribution and Sale Agreement

the related Receivables. If such Participation Agreement was created after December 1, 1993, such Participation Agreement states that the related undivided interest of CDF may be transferred to a securitization vehicle and contains an agreement by the participant that such participant shall have no rights against the securitization vehicle or any successor servicer for such securitization vehicle, other than in connection with funds allocable to the participant that have been improperly withheld by the securitization vehicle.

(b) Notice of Breach. The representations and warranties set forth in this Section 2.3 shall survive the transfer and assignment of the Receivables to the Buyer. Upon discovery by the Seller or the Buyer of a breach of any of the representations and warranties set forth in this Section 2.3, the party discovering such breach shall give prompt written notice to the other parties.

(c) Repurchase. In the event any representation or warranty under
Section 2.3(a) is not true and correct as of the date specified therein with respect to any Receivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables, if any, of which the Buyer is required to accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur.

The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on behalf of Certificateholders).

Section 2.4 Addition of Accounts. (a) The Seller may from time to time offer to voluntarily designate additional Eligible Accounts to be included as Accounts, subject to the conditions specified in paragraph (b) below. If any such offer is accepted by the Buyer, Receivables and Collateral Security, if any, from such Additional Accounts shall be sold to the Buyer (or contributed to the Buyer in accordance with Section 2.1) effective on a date (the "Addition Date") specified in a written notice provided by the Seller (or the Servicer on its behalf) to the Buyer and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (the "Addition Notice") on or before the fifth Business Day but not more than the 30th day prior to the related Addition Date or, if the

Contribution and Sale Agreement

Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). An Addition Notice may relate to one or more Accounts on one or more Addition Dates.

(b) The Seller shall be permitted to convey to the Buyer the Receivables and all Collateral Security, if any, related thereto in any Additional Accounts designated by the Seller as such pursuant to Section 2.4(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after such Notice Date):

(i) The Seller shall provide the Buyer and any Enhancement Providers with a timely Addition Notice.

(ii) Such Additional Accounts shall all be Eligible Accounts.

(iii) The Seller shall have delivered to the Buyer a duly executed written assignment (including an acceptance by the Buyer) covering the Receivables specified in the Addition Notice in substantially the form of Exhibit A (the "Assignment") and the computer file or microfiche or written list required to be delivered pursuant to Section 2.1.

(iv) The Seller shall have delivered to the Buyer for deposit in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date.

(v) (A) No selection procedures believed by the Seller to be adverse to the interests of the Buyer or the Beneficiaries were used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above is true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, neither the Seller, the Buyer nor the Servicer are insolvent nor will have been made insolvent by such transfer nor are aware of any pending insolvency.

(vi) If the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition.

(vii) If (A) one or more of the Additional Accounts specified in such Addition Notice will contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in respect of the addition of each Additional Account specified in clauses (A) and (B) on or prior to the related Addition Date.

(viii) The addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of an Early Amortization Event.

Contribution and Sale Agreement

(ix) The Seller shall have delivered to the Buyer and any Enhancement Providers a certificate of a Vice President or more senior officer of its general partner confirming the items set forth in paragraphs (ii) through (vi) and (viii) above.

(x) The Seller shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such opinion substantially in the form of Exhibit G-2 to the Pooling and Servicing Agreement and (B) except in the case of an addition in connection with an addition of Receivables by the Buyer to the Trust required by Section 2.5(a) of the Pooling and Servicing Agreement, a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be rendered by outside counsel no more frequently than quarterly.

(c) The Seller hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.4(b)(v). The representations and warranties set forth in Section 2.4(b)(v) shall survive the sale and assignment of the respective Receivables and Collateral Security, if any, to the Buyer. Upon discovery by the Seller or the Buyer of a breach of any of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other party and to any Enhancement Providers.

Section 2.5 Covenants of the Seller. The Seller hereby covenants that:

(a) No Liens. Except for the conveyances hereunder and the conveyance of Participation Interests pursuant to the terms of any Participation Agreements, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on, any Receivable or any Collateral Security, whether now existing or hereafter created, or any interest therein, and the Seller shall defend the right, title and interest of the Buyer and the Trust in, to and under the Receivables and the Collateral Security, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller.

(b) Financing Agreements and Guidelines. The Seller shall comply with and perform its servicing obligations, if any, with respect to the Accounts and Receivables in accordance with (i) the Wholesale Financing Agreements, Accounts Receivable Financing Agreements, Asset Based Lending Financing Agreements and Unsecured Receivable Financing Agreements relating to the Accounts and (ii) the Financing Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Buyer, the Trust or any of the Beneficiaries. Subject to compliance with all Requirements of Law, the Seller may change the terms and provisions of (i) the Wholesale Financing Agreements, Accounts Receivable Financing Agreements, Asset Based Lending Financing Agreements and Unsecured Receivable Financing Agreements or (ii) the Financing Guidelines in any respect (including the calculation of the amount or the timing of charge-offs and the rate of the finance charge assessed thereon) only if such change would be permitted pursuant to
Section 3.1(d) of the Pooling and Servicing Agreement.

Contribution and Sale Agreement

(c) Account Allocations. In the event that the Seller is unable for any reason to transfer Receivables to the Buyer, then the Seller agrees that it shall allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with the terms of the Pooling and Servicing Agreement. The parties hereto agree that Non-Principal Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Buyer and by the Buyer to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Buyer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV of the Pooling and Servicing Agreement.

(d) Delivery of Collections. In the event that the Seller receives Collections, the Seller agrees to pay the Servicer or any Successor Servicer all payments received by the Seller in respect of the Receivables as soon as practicable after receipt thereof by the Seller, but in no event later than two Business Days after the receipt by the Seller thereof.

(e) Notice of Liens. The Seller shall notify the Buyer and the Trustee promptly after becoming aware of any Lien on any Receivable conveyed by the Seller other that the conveyances hereunder or under the Pooling and Servicing Agreement.

(f) Compliance with Law. The Seller hereby agrees to comply in all material respects with all Requirements of Law applicable to the Seller.

(g) Concentration of Risk. In order to avoid a concentration of the risks associated with participating extensions of credit to Dealers, the Seller may create Participation Interests in its receivables to be sold or contributed to the Buyer in the same manner and using the same standards as the Seller does in creating participation interests in receivables to be retained by the Seller.

(h) Limitation on Creation of Participation Interests. The Seller shall not create Participation Interests in its receivables to the extent that the creation of such Participation Interests would, at the time of such creation, cause the Pool Balance to be less than the Required Participation Amount.

(i) Performance of Floorplan Agreements. The Seller shall perform its obligations, if any, under each Floorplan Agreement in accordance with the terms thereof in all material respects.

Section 2.6 Removal of Eligible Accounts. (a) On each Determination Date on which Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.7 of the Pooling and Servicing Agreement, the Buyer shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to remove Eligible Accounts from the operation of this Agreement in the manner prescribed in Section 2.6(b), subject to Section 2.6(d). The termination of an Account by a Dealer upon such Dealer's payment in full of such Account shall not be a removal of an Account under this Section.

Contribution and Sale Agreement

(b) To accept such offer and remove Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:

(i) not less than five Business Days prior to the Removal Date, furnish to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts (the "Removed Accounts") will occur (a "Removal Date");

(ii) from and after such Removal Date, cease to transfer to the Buyer any and all Receivables arising in such Removed Accounts;

(iii) represent and warrant that the removal of any such Eligible Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Participation Amount;

(iv) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Accounts to be removed; and

(v) on or before the fifth Business Day after the Removal Date, furnish to the Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed Account and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects.

(c) Subject to Section 2.6(b), on the Removal Date with respect to any such Removed Account, such Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the Removal Date and upon the written request of the Servicer, the Buyer, subject to Section 2.6(d), shall deliver to the Seller a reassignment in substantially the form of Exhibit B (the "Reassignment").

(d) Notwithstanding any other provision of this Agreement, the Buyer shall have the right to consent or to decline to consent to any removal of Removed Accounts (and the related Receivables) to the Seller pursuant to this
Section 2.6. If the Buyer declines to consent to any such removal of Removed Accounts (and the related Receivables) to the Seller, the Buyer shall provide notice thereof to the Rating Agencies.

Section 2.7 Removal of Ineligible Accounts. (a) On any date on which an Account becomes an Ineligible Account (which shall be deemed the Removal Commencement Date with respect to such Account), the Seller shall commence removal of such Ineligible Account in the manner prescribed in Section 2.7(b).

Contribution and Sale Agreement

(b) With respect to each Account that becomes an Ineligible Account, the Seller (or the Servicer on its behalf) shall take the following actions and make the following determinations:

(i) furnish to the Buyer, the Trustee and any Enhancement Providers a Removal Notice specifying a Removal Commencement Date and the Ineligible Accounts to be treated as Designated Accounts;

(ii) determine on the Removal Commencement Date with respect to such Designated Accounts the Designated Balance with respect to each such Designated Account and amend Schedule 1 by delivering to the Buyer a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the Designated Balance;

(iii) from and after such Removal Commencement Date, cease to transfer to the Buyer any and all Receivables arising in such Designated Accounts;

(iv) if such Account was an Ineligible Account at the time it was originally designated as an Account, from and after such Removal Commencement Date, allocate Collections of Principal Receivables in respect of each Designated Account, first to the oldest outstanding principal balance of such Designated Account, until the Removal Date with respect thereto; and

(v) if such Account was an Ineligible Account at the time it was originally designated as an Account, on each Business Day from and after such Removal Commencement Date to and until the related Removal Date, allocate (A) to the Buyer Defaulted Receivables and Collections of Non-Principal Receivables and Collections of Non-Principal Receivables in respect of each Designated Account, based on the ratio of the aggregate amount of Principal Receivables in all Designated Accounts sold to the Buyer on such Business Day to the total aggregate amount of Principal Receivables in all such Designated Accounts on such Business Day and (B) to the Seller, the remainder of the Defaulted Receivables and Collections of Non-Principal Receivables in all such Designated Accounts on such Business Day.

(c) On the Removal Date with respect to any such Designated Account, the Seller shall cease to allocate any Collections therefor in accordance herewith and such Designated Account shall be deemed a Removed Account. After the Removal Date and upon the written request of the Servicer, the Buyer shall deliver to the Seller a Reassignment; provided, however, that notwithstanding any other provision of this Agreement, unless such Account was an Ineligible Account at the time it was originally designated as an Account, the Reassignment shall reassign only the Account and shall not reassign any Receivable existing in such Account as of the related Removal Date.

Section 2.8 Sale of Ineligible Receivables. The Seller shall sell to the Buyer on each Transfer Date any and all Receivables arising in any Eligible Accounts that are Ineligible

Contribution and Sale Agreement

Receivables, provided that on the Cut-Off Date or, in the case of Receivables arising in Additional Accounts, on the related Additional Cut-Off Date, and on the applicable Transfer Date, the Account in which such Receivables arise is an Eligible Account.

ARTICLE III

Administration and Servicing of Receivables

Section 3.1 The Servicer. CDF shall service and administer the Receivables in accordance with the terms of the Pooling and Servicing Agreement.

Section 3.2 Servicing Compensation. As full compensation for its servicing activities under the Pooling and Servicing Agreement, CDF shall be entitled to receive the Servicing Fee on each Distribution Date so long as it is the Servicer under the Pooling and Servicing Agreement. The Servicing Fee shall be paid in accordance with the terms of the Pooling and Servicing Agreement.

ARTICLE IV

Rights of Certificateholders and
Allocation and Application of Collections

Section 4.1 Allocations and Applications of Collections and Other Funds. The Servicer will apply all Collections with respect to the Receivables and all funds on deposit in the Collection Account as described in Article IV of the Pooling and Servicing Agreement.

ARTICLE V

Other Matters Relating to the Seller

Section 5.1 Merger or Consolidation of, or Assumption of, the Obligations of the Seller. The Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(a) the corporation formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Seller is not the surviving entity, such corporation shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of the Seller hereunder; and

(b) the Seller has delivered to the Buyer and the Trustee an Officers' Certificate each stating that such consolidation, merger, conveyance or transfer comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Contribution and Sale Agreement

Section 5.2 Seller's Indemnification of the Buyer. The Seller shall indemnify and hold harmless the Buyer, from and against any loss, liability, expense, claim, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Seller pursuant to this Agreement arising out of or based on the arrangement created by this Agreement and the activities of the Seller taken pursuant thereto, including any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Seller shall not indemnify the Buyer if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence or wilful misconduct by the Buyer; and provided further, that such Seller shall not indemnify the Buyer for any liabilities, cost or expense of the Buyer with respect to any federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Buyer in connection herewith to any taxing authority. Any indemnification under this Article V shall survive the termination of the Agreement.

ARTICLE VI

Termination

This Agreement will terminate immediately after the Trust terminates pursuant to the Pooling and Servicing Agreement. In addition, the Buyer shall not purchase Receivables from the Seller nor shall the Seller designate Additional Accounts if the Seller shall become an involuntary party to (or be made the subject of) any proceeding provided for by any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Seller or relating to all or substantially all of its property (an "Involuntary Case") and such Involuntary Case shall have continued for a period of ten Business Days from and including the day of receipt by the Seller at its principal corporate office of notice of such Involuntary Case; provided, that during such ten Business Day period, the Buyer shall suspend its purchase of Receivables and shall hold all Collections of Principal Receivables that would have been available to purchase Receivables in the Collection Account and
(a) if by the first Business Day after such ten Business Day period, the Buyer has not obtained an order from the court having jurisdiction of such case or filing which order approves the continuation of the sale of Receivables by the Seller to the Buyer and which provides that the Buyer and any of its transferees (including the Trustee) may rely on such order for the validity and nonavoidance of such transfer (the "Order"), the Buyer shall hold such Collections in the Collection Account until such time as they may be paid as elsewhere provided herein and shall not purchase Receivables thereafter or designate Additional Accounts for transfer to the Buyer, or (b) if by such first Business Day, the Buyer has obtained such Order, the Seller may continue selling Receivables, and the Buyer may continue purchasing Receivables, pursuant to the terms hereof, as modified by the immediately succeeding sentence. During the period after the ten Business Day period described above and before the end of the 60-day period described below, the purchase price of the Receivables transferred during such period, notwithstanding anything in this Agreement to the contrary, shall be paid to the Seller by the Buyer in cash not later than the same Business Day of any sale of Receivables. During such period, Receivables will be considered transferred to the Buyer only to the extent that the purchase price therefor has been paid in cash on the same Business Day. If an Order is obtained but subsequently is reversed or rescinded or expires, the Seller shall immediately cease selling Receivables to the Buyer and the Buyer shall immediately

Contribution and Sale Agreement

cease buying Receivables. The Seller shall give prompt written notice to each of the Buyer and the Trustee immediately upon becoming a party to an Involuntary Case. If by the first Business Day after the 60-day period after such involuntary filing, such Involuntary Case has not been dismissed, the Buyer shall not purchase thereafter Receivables or designated Additional Accounts for transfer to the Issuer.

ARTICLE VII

Miscellaneous Provisions

Section 7.1 Amendment. (a) This Agreement may be amended from time to time by the Seller and the Buyer; provided, however, that such action shall not, as evidenced by an Officers' Certificate for the Seller addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder.

(b) In the event that Section 7.1(a) is not then applicable, this Agreement may also be amended from time to time by the Buyer and the Seller with the consent of the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of all materially adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Seller; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed with the amount available under any Enhancement without the consent of each affected Investor Certificateholder,
(ii) change the definition of or the manner of calculating the interest of any Investor Certificateholders without the consent of each affected Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Certificateholder or (iv) adversely affect the rating of any Series or Class by any Rating Agency without the consent of the Holders of all of the Investor Certificates of such Series or Class. Any amendment to be effected pursuant to this paragraph (b) shall be deemed to materially adversely affect all outstanding Series, other than any Series with respect to which such amendment shall not, as evidenced by an Officers' Certificate for the Seller, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder of such Series. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise.

(c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Seller shall furnish notification of the substance of such amendment to each Investor Certificateholder, each Enhancement Provider, each Agent and each Rating Agency.

(d) It shall not be necessary for the consent of Investor Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe.

Contribution and Sale Agreement

(e) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the interests of any Enhancement Provider without the consent of such Enhancement Provider.

Section 7.2 Protection of Right, Title and Interest to Receivables. (a) The Seller shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Buyer's right, title and interest to the Receivables and Collateral Security relating thereto to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Buyer hereunder. The Seller shall deliver to the Buyer file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Buyer shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 7.2(a).

(b) Within 30 days after the Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 7.2(a) seriously misleading within the meaning of the UCC, the Seller shall give the Buyer and any Agent notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest in the Receivables and the proceeds thereof.

(c) The Seller will give the Buyer prompt written notice of any relocation of any office at which it keeps Records concerning the Receivables or of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's ownership interest in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive offices within the United States of America.

Section 7.3 Limited Recourse. Notwithstanding anything to the contrary contained herein, the obligations of the Buyer hereunder shall not be recourse to the Buyer (or any person or organization acting on behalf of the Buyer or any affiliate, Officer or director of the Buyer), other than to (a) the portion of the Seller's Interest on any date of determination which is in excess of the Required Participation Amount and (b) any other assets of the Buyer not pledged to third parties or otherwise encumbered in a manner permitted by the Buyer's limited liability company agreement; provided, however, that any payment by the Buyer made in accordance with this Section 7.3 shall be made only after payment in full of any amounts that the Buyer is obligated to deposit in the Collection Account pursuant to this Agreement; provided further that the Investor Certificateholders shall be entitled to the benefits of the subordination of the Collections allocable to the Seller's Interest to the extent provided in the Supplements.

Section 7.4 No Petition. The Seller hereby covenants and agrees that it will not at any time institute against the Buyer or any member of the Buyer any bankruptcy, reorganization,

Contribution and Sale Agreement

arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law.

Section 7.5 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS OF THE STATE OF NEW YORK).

Section 7.6 Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to (i) in the case of the Seller, 655 Maryville Centre Drive, St. Louis, Missouri 63141, Attention: Secretary, and (ii) in the case of the Buyer, 655 Maryville Centre Drive, St. Louis, Missouri 63141, Attention: Manager, or in each case at such other address as shall be designated by such party in a written notice to the other party.

Section 7.7 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or rights of the Certificateholders.

Section 7.8 Assignment. Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by the Seller without the prior consent of the Buyer and the Trustee. The Buyer may assign its rights, remedies, powers and privileges under this Agreement to the Trust pursuant to the Pooling and Servicing Agreement.

Section 7.9 Further Assurances. The Seller agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Buyer more fully to effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the UCC of any applicable jurisdiction.

Section 7.10 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Buyer, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.11 Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 7.12 Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Certificateholders, the Trustee and the other Beneficiaries

Contribution and Sale Agreement

and their respective successors and permitted assigns. Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.

Section 7.13 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived, or supplemented except as provided herein.

Section 7.14 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 7.15 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement, the Assignments, the Reassignments or the other documents executed and delivered in connection herewith or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 7.6; and

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

[SIGNATURES FOLLOW]

Contribution and Sale Agreement

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

DEUTSCHE FLOORPLAN RECEIVABLES, L.P., as
Seller

By: DEUTSCHE FLOORPLAN RECEIVABLES,
INC., its general partner

By: /s/ Joseph B. Thomas
    Name: Joseph B. Thomas
    Title:Treasurer

Contribution and Sale Agreement

CDF FINANCING, L.L.C., as Buyer

By: /s/ Cristina M. Hartar
    Name: Cristina M. Hartar
    Title: Manager

Contribution and Sale Agreement

EXHIBIT A
TO RCSA

FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

(As required by Section 2.4

of the Receivables Contribution and Sale Agreement)

ASSIGNMENT No. OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of , (this "Assignment"), between Deutsche Floorplan Receivables, L.P., as [seller]
[contributor] (the "Seller"), and CDF Financing, L.L.C., as Buyer ("Buyer"), pursuant to the Receivables Contribution and Sale Agreement referred to below.

WITNESETH:

WHEREAS, the parties hereto are parties to the Receivables Contribution and Sale Agreement dated as of December 31, 2002 (as amended or supplemented, the "Receivables Contribution and Sale Agreement");

WHEREAS, pursuant to the Receivables Contribution and Sale Agreement, the Seller wishes to designate Additional Accounts to be included as Accounts and to convey the Receivables and related Collateral Security of such Additional Accounts, whether now existing or hereafter created, to the Buyer as part of the corpus of the Trust (as each such term is defined in the Receivables Contribution and Sale Agreement); and

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

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

1. Defined Terms. All capitalized terms used herein (including in the recitals hereto) shall have the meanings ascribed to them in the Receivables Contribution and Sale Agreement unless otherwise defined herein.

"Addition Date" shall mean, with respect to the Additional Accounts designated hereby, ___________, 20___.

2. Designation of Additional Accounts. The Seller hereby delivers herewith a computer file or microfiche or written list containing a true and complete list of all such Additional Accounts specifying for each such Account, as of the Additional Cut-Off Date, its account number, the aggregate amount of Receivables outstanding in such Account and the aggregate amount of Principal Receivables in such Account. Such file or list shall, as of the date of this Assignment, supplement Schedule 1 to the Receivables Contribution and Sale Agreement.

3. Conveyance of Receivables. (a) The Seller does hereby [sell]
[contribute], transfer, assign, set over and otherwise convey, without recourse (except as expressly provided in the Receivables Contribution and Sale Agreement), to the Buyer, on the Addition Date all of its right, title and interest in, to and under the Receivables in such Additional Accounts, all

Contribution and Sale Agreement

Collateral Security and the related Floorplan Rights with respect thereto, owned by the Seller and existing at the close of business on the Additional Cut-Off Date and thereafter created from time to time, all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC and Recoveries) thereof. The foregoing [sale]
[contribution], transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by the Buyer of any obligation of the Servicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreement, Floorplan Agreement and any Participation Agreement, including any other obligation to any Dealer or Manufacturer.

(b) In connection with such [sale] [contribution], the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper, accounts and general intangibles (as defined in the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or prior to the Addition Date to the extent, if any, that the UCC-1 financing statements filed pursuant to Section 2.1 of the Receivables Contribution and Sale Agreement are not sufficient for such purpose. In addition, the Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to the Seller. The Buyer shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such [sale] [contribution]. The parties hereto intend that the [sales] [contributions] of Receivables effected by this Agreement be [sales] [true contributions].

(c) In connection with such [sale] [contribution], the Seller further agrees, at its own expense, on or prior to the Addition Date, to indicate in its books and records, which may include its computer files, that the Receivables created in connection with the Additional Accounts designated hereby have been sold and the Collateral Security assigned to the Buyer pursuant to this Assignment and sold to the Trust pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries.

4. Acceptance by Buyer. Subject to the satisfaction of the conditions set forth in Section 6 of this Assignment, the Buyer hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed to the Buyer pursuant to Section 3(a) of this Assignment. The Buyer further acknowledges that, prior to or simultaneously with the execution and delivery of this Assignment, the Seller delivered to the Buyer the computer file or microfiche or written list relating to the Additional Accounts described in Section 2 of this Assignment.

5. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Buyer, on behalf of the Trust, as of the date of this Assignment and as of the Addition Date that:

Contribution and Sale Agreement

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

(b) Organization and Good Standing. The Seller is a limited partnership duly organized and validly existing and in good standing under the law of the State of its organization and has, in all material respects, full limited partnership power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Assignment;

(c) Due Qualification. The Seller is duly qualified to do business and, where necessary, is in good standing as a foreign limited partnership (or is exempt from such requirement) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder;

(d) Eligible Accounts. Each Additional Account designated hereby is an Eligible Account;

(e) Selection Procedures. No selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Additional Accounts designated hereby;

(f) Insolvency. As of the Notice Date and the Addition Date, the Seller is not insolvent nor, after giving effect to the conveyance set forth in Section 3 of this Assignment, will it have been made insolvent, nor is it aware of any pending insolvency;

(g) Valid Transfer. This Assignment constitutes a valid [sale]
[contribution], transfer and assignment to the Buyer of all right, title and interest of the Seller in the Receivables and the Collateral Security and the proceeds thereof and upon the filing of the financing statements described in Section 3 of this Assignment with the Secretary of State of the State of Nevada and, in the case of the Receivables [and the Collateral Security] hereafter created and the proceeds thereof, upon the creation thereof, the Buyer shall have a first priority perfected ownership interest in such property, except for Liens permitted under
Section 2.6(a) of the Receivables Contribution and Sale Agreement;

(h) Due Authorization. The execution and delivery of this Assignment and the consummation of the transactions provided for or contemplated by this Assignment have been duly authorized by the Seller by all necessary limited partnership action on the part of the Seller;

(i) No Conflict. The execution and delivery of this Assignment, the performance of the transactions contemplated by this Assignment and the fulfillment of

Contribution and Sale Agreement

the terms hereof, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Seller is a party or by which it or its properties are bound;

(j) No Violation. The execution and delivery of this Assignment by the Seller, the performance of the transactions contemplated by this Assignment and the fulfillment of the terms hereof will not conflict with or violate any material Requirements of Law applicable to the Seller;

(k) No Proceedings. There are no proceedings or, to the best knowledge of the Seller, investigations pending or threatened against the Seller before any Governmental Authority (i) asserting the invalidity of this Assignment, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Assignment, (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Assignment, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Assignment or (v) seeking to affect adversely the income tax attributes of the Trust under the United States federal or any State income, single business or franchise tax systems;

(l) Record of Accounts. As of the Addition Date, Schedule 1 to this Assignment is an accurate and complete listing in all material respects of all the Additional Accounts as of the Additional Cut-Off Date and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of the Additional Cut-Off Date;

(m) No Liens. Each Receivable and all Collateral Security existing on the Addition Date has been conveyed to the Buyer free and clear of any Lien;

(n) All Consents Required. With respect to each Receivable and all Collateral Security existing on the Addition Date, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the conveyance of such Receivable or Collateral Security to the Buyer, the execution and delivery of this Assignment and the performance of the transactions contemplated hereby have been duly obtained, effected or given and are in full force and effect; and

(o) Eligible Receivables. On the Additional Cut-Off Date each Receivable conveyed to the Buyer pursuant to this Assignment as of such date is an Eligible Receivable or, if such Receivable is not an Eligible Receivable, such Receivable is conveyed to the Buyer in accordance with
Section 2.8 of the Receivables Contribution and Sale Agreement.

6. Conditions Precedent. The acceptance of the Buyer set forth in
Section 4 of this Assignment is subject to the satisfaction, on or prior to the Addition Date, of the following conditions precedent:

Contribution and Sale Agreement

(a) Representations and Warranties. Each of the representations and warranties made by the Seller in Section 5 of this Assignment shall be true and correct as of the date of this Assignment and as of the Addition Date;

(b) Agreement. Each of the conditions set forth in Section 2.4(b) of the Receivables Contribution and Sale Agreement applicable to the designation of the Additional Accounts to be designated hereby shall have been satisfied; and

(c) Addition Information. The Seller shall have delivered to the Buyer such information as was reasonably requested by the Buyer to satisfy itself as to the accuracy of the representation and warranty set forth in
Section 5(d) of this Assignment.

7. Ratification of Agreement. As supplemented by this Assignment, the Receivables Contribution and Sale Agreement is in all respects ratified and confirmed and the Receivables Contribution and Sale Agreement as so supplemented by this Assignment shall be read, taken and construed as one and the same instrument.

8. Counterparts. This Assignment may be executed in two or more counterparts (and by different parties in separate counterparts), each of which shall be an original but all of which together shall constitute one and the same instrument.

9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS OF THE STATE OF NEW YORK).

Contribution and Sale Agreement

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

DEUTSCHE FLOORPLAN RECEIVABLES, L.P., as Seller

By: DEUTSCHE FLOORPLAN RECEIVABLES,
INC., its general partner

By: ___________________________________________
Name:
Title:

CDF FINANCING, L.L.C.,
as Buyer

By: ___________________________________________
Name:
Title:

Contribution and Sale Agreement

EXHIBIT B
TO RCSA

FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS

(As required by Section 2.6 of the Receivables Contribution and Sale Agreement referred to below)

REASSIGNMENT NO. __ OF RECEIVABLES, dated as of __________, ____, by and between DEUTSCHE FLOORPLAN RECEIVABLES, L.P., as seller (the "Seller"), and CDF FINANCING, L.L.C., as buyer (the "Buyer"), pursuant to the Receivables Contribution and Sale Agreement referred to below.

WITNESSETH

WHEREAS the Seller and the Buyer are parties to the Receivables Contribution and Sale Agreement dated as of December 31, 2002 (as amended or supplemented, the "Receivables Contribution and Sale Agreement");

WHEREAS, pursuant to the Receivables Contribution and Sale Agreement, the Seller wishes to remove all Receivables from certain Accounts, the Collateral Security thereof and the related Floorplan Rights (the "Removed Accounts") and to cause the Buyer to reconvey the Receivables of such Removed Accounts and such Collateral Security and Floorplan Rights, whether now existing or hereafter created, and all amounts currently held by the Buyer or thereafter received by the Trust in respect of such Removed Accounts, from the Buyer to the Seller (as each such term is defined in the Receivables Contribution and Sale Agreement); and

WHEREAS the Buyer is willing to accept such removal and to reconvey the Receivables in the Removed Accounts, such Collateral Security and any related amounts held or received by the Trust subject to the terms and conditions hereof.

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

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

"Removal Date" shall mean, with respect to the Removed Accounts designated hereby, __________________.

2. Notice of Removed Accounts. The Seller shall deliver to the Buyer, the Trustee, any Enhancement Providers and the Rating Agencies a computer file or microfiche or written list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the Removal Commencement Date, its account number, the aggregate amount of Receivables outstanding in such Accounts and the Designated Balance. Such list shall be marked as Schedule 1 to this Reassignment and shall be incorporated into and made a part of this Reassignment as of the Removal Date and shall amend Schedule 1 to the Receivables Contribution and Sale Agreement.

Contribution and Sale Agreement

3. Conveyance of Receivables and Accounts. (a) The Buyer does hereby transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all [Receivables now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, the related Floorplan Rights, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in of the UCC and Recoveries) thereof relating thereto][in the case of Removed Accounts which are to be removed pursuant to Section 2.7 of the Receivables Contribution and Sale Agreement and which were not Ineligible Accounts at the time they were originally designated as Accounts, replace the immediately preceding bracketed text with the following: the Removed Accounts but not any right, title and interest of the Trust in, to and under (i) any Receivables existing as of the Removal Date in Removed Accounts designated hereby, (ii) all Collateral Security relating to such Receivables, (iii) the related Floorplan Rights, (iv) all monies due or to become due and all amounts received with respect to such Receivables (including all Non-Principal Receivables), (v) all proceeds (as defined in the UCC and Recoveries) thereof relating to such Receivables, it being understood that the items described in clauses (i)-(v) will continue to be Trust Assets] .

(b) If requested by the Seller, in connection with such transfer, the Buyer agrees to execute and deliver to the Seller, on or prior to the date of this Reassignment, a termination statement with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

4. Acceptance by Buyer. The Buyer hereby acknowledges that, prior to or simultaneously with the execution and delivery of this Reassignment, the Seller delivered to the Buyer the computer file or such microfiche or written list described in Section 2(b) of this Reassignment.

5. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Buyer as of the date of this Reassignment and as of the Removal Date:

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

(b) No Early Amortization Event. The removal of the Accounts hereby removed shall not, in the reasonable belief of the Seller, cause an Early Amortization

Contribution and Sale Agreement

Event to occur or cause the Pool Balance to be less than the Required Participation Amount;

(c) Selection Procedures. No selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Accounts to be removed; and

(d) True and Complete List. The list of Removed Accounts described in Section 2(b) of this Assignment is, as of the Removal Commencement Date, true and complete in all material respects.

provided, however, that in the event that the removal on such Removal Date relates solely to Ineligible Accounts, the Seller shall be deemed to make only the representations and warranties contained in paragraph 5(a) above.

6. Condition Precedent. In addition to the conditions precedent set forth in Section 2.6 of the Receivables Contribution and Sale Agreement, the obligation of the Buyer to execute and deliver this Reassignment is subject to the Seller having delivered on or prior to the Removal Date to the Trustee, the Buyer, any Agent, and any Enhancement Providers an Officers' Certificate certifying that (i) as of the Removal Date, all requirements set forth in
Section 2.6 of the Agreement for removing such Accounts and reconveying the Receivables of such Removed Accounts, the Collateral Security and the related Floorplan Rights, whether existing at the close of business on the Removal Date or thereafter created from time to time until the termination of the Trust, have been satisfied, and (ii) each of the representations and warranties made by the Seller in Section 5 hereof is true and correct as of the date of this Reassignment and as of the Removal Date. The Buyer may conclusively rely on such Officers' Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.

7. Ratification of Agreement. As supplemented by this Reassignment the Receivables Contribution and Sale Agreement is in all respects ratified and confirmed and the Receivables Contribution and Sale Agreement as so supplemented by this Reassignment shall be read, taken and construed as one and the same instrument.

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

9. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS OF THE STATE OF NEW YORK).

Contribution and Sale Agreement