8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the 

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) November 1, 2012

GE Dealer Floorplan Master Note Trust
CDF Funding, Inc.
GE Commercial Distribution Finance Corporation

(Exact Name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)

Delaware

 (State or Other Jurisdiction of Incorporation

333-115582
333-115582-03
333-130782-02
333-130782
333-158937-01
333-158937	20-1060484 (CDF Funding, Inc.)
(Commission File Number)	(I.R.S. Employer Identification No.)

5595 Trillium Boulevard, Hoffman Estates, Illinois	60192
(Address of Principal Executive Offices)	(Zip Code)

(847) 747-4043

(Registrant’s Telephone Number, Including Area Code)

No Change

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement

The following material definitive agreements were entered into:

1. Underwriting Agreement, dated November 1, 2012 (“Underwriting Agreement”), among CDF Funding, Inc. (“CDF”), General Electric Capital Corporation (“GE Capital”), and RBC Capital Markets, LLC and Barclays Capital Inc., as Representatives of the several Underwriters.

2. Terms Agreement (Series 2012-4), dated November 1, 2012 (“2012-4 Terms Agreement”), among CDF, GE Capital, and RBC Capital Markets, LLC and Barclays Capital Inc., as Representatives of the several Underwriters.

The Registrant is also filing a form of Series 2012-4 Indenture Supplement, to be dated as of November 9, 2012 (“Form of Series 2012-4 Supplement”), between GE Dealer Floorplan Master Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

Exhibit No.	Document Description
1.1	Underwriting Agreement
1.2	2012-4 Terms Agreement
4.1	Form of Series 2012-4 Supplement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CDF FUNDING, INC.
	(Registrant)
Dated:  November 5, 2012	By:	/s/ John E. Peak
	Name:  John E. Peak
	Title:  Vice President

2012-4 Pre-Closing 8-K

EX-1.1

Exhibit 1.1

GE DEALER FLOORPLAN MASTER NOTE TRUST

UNDERWRITING AGREEMENT

RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street, 8^th Floor

New York, NY 10281

Barclays Capital Inc.

745 Seventh Avenue, 5^th Floor

New York, NY 10019

acting on behalf of themselves and as the

Representatives of the Underwriters named in the

Terms Agreement referred to herein (the “Representatives”)

November 1, 2012

Ladies and Gentlemen:

CDF Funding, Inc., a Delaware corporation (the “Company”), proposes to cause GE Dealer Floorplan Master Note Trust (the “Issuer”) to issue the “Offered Notes” (as such term is defined in the applicable Terms Agreement). The offering of the Offered Notes by the Underwriters (as such term is defined in the applicable Terms Agreement (as defined below)) pursuant to this Agreement and the applicable terms agreement (such terms agreement to incorporate by reference this Agreement and to be substantially in the form of Exhibit A; each such terms agreement may be referred to as a “Terms Agreement”) is referred to herein as the “Note Offering.” The Company is wholly-owned by General Electric Capital Corporation (“GE Capital”).

The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of April 20, 2004 (the “Trust Agreement”), between the Company and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on April 20, 2004. The Offered Notes will be issued pursuant to a Master Indenture, dated as of August 12, 2004, and as amended as of May 25, 2005, April 28, 2006, June 30, 2006, August 10, 2006, November 9, 2006, May 31, 2007, August 2, 2007, June 6, 2008, December 30, 2008, June 26, 2009, August 5, 2009, December 6, 2010, March 1, 2011, December 16, 2011, February 16, 2012, July 17, 2012 and on or before the Closing Date (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), and an Indenture Supplement with respect to the Offered Notes (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”).

The assets of the Issuer include such assets that the Company may acquire from time to time pursuant to a Receivables Sale Agreement, dated as of August 12, 2004, and as amended as of May 5, 2005, August 10, 2006, November 9, 2006, April 26, 2007, January 1, 2010, December 6, 2010, March 1, 2011, December 16, 2011 and July 17, 2012 (the “Receivables Sale Agreement”), among the Company, GE Commercial Distribution Finance Corporation (“CDF”), GE Capital, Polaris Acceptance (“PA”) and Brunswick Acceptance Company, LLC (“BAC”), including receivables (“Receivables”) arising in portfolios of revolving accounts owned by CDF, GE Capital, PA, BAC and other originators from time to time.

The Receivables are transferred to the Issuer pursuant to the Receivables Purchase and Contribution Agreement, dated as of August 12, 2004, and as amended as of May 5, 2005, August 10, 2006, April 26, 2007, May 31, 2007, December 30, 2008, January 1, 2010, December 6, 2010, March 1, 2011, December 16, 2011 and July 17, 2012 (the “RPCA”), between the Company and the Issuer. GE Capital has agreed to conduct the servicing, collection and administration of the Receivables owned by the Issuer pursuant to an Amended and Restated Servicing Agreement, dated as of June 30, 2006, and as amended as of August 10, 2006, December 6, 2010, March 1, 2011, December 16, 2011 and July 17, 2012 (the “Servicing Agreement”), between the Issuer and GE Capital, as master servicer.

GE Capital has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the RPCA, the Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 12, 2004 and as amended August 5, 2009 (the “Administration Agreement”), between GE Capital, as administrator, the Issuer and BNY Mellon Trust of Delaware, as Owner Trustee. The Trust Agreement, the Indenture, the RPCA, the Receivables Sale Agreement, the Servicing Agreement and the Administration Agreement are referred to herein, collectively, as the “Program Documents.”

This Underwriting Agreement is referred to herein as this “Agreement”, which shall include the applicable Terms Agreement if the context so requires. Capitalized terms defined in the Program Documents and used but not defined herein have the meanings assigned in the Program Documents. For purposes of this Agreement and all related documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under GAAP; (b) unless otherwise provided, references to any month, quarter or year refer to a calendar month, quarter or year; (c) terms defined in Article 9 of the UCC as in effect in the applicable jurisdiction and not otherwise defined in this Agreement are used as defined in that Article; (d) references to any amount as on deposit or outstanding on any particular date mean such amount at the close of business on such day; (e) the words “hereof”, “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (f) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (g) the term “including” means “including without limitation”; (h) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (i) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; and (j) references to any Person include that Person’s successors and permitted assigns.

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The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), a registration statement on Form S-3 (having the registration number 333-158937), including a form of prospectus and such amendments thereto as may have been filed prior to the date hereof, relating to the Offered Notes and the offering thereof in accordance with Rule 415 under the Act. If any post-effective amendment to such registration statement has been filed with respect thereto, prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. For purposes of this Agreement, “Effective Time” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of such registration statement pursuant to Rule 430B under the Act, and “Effective Date” means the date of the Effective Time. Such registration statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Registration Statement has been declared effective by the Commission not more than three years prior to the date hereof.

The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Base Prospectus”) relating to the Offered Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, together with the information referred to under the caption “Static Pool Information” in the Prospectus Supplement regardless of whether it is deemed a part of the Prospectus Supplement, are hereinafter referred to as the “Prospectus.”

Prior to the “Date of Sale” (as such term is defined in the applicable Terms Agreement), the Company also had prepared a Preliminary Prospectus with respect to such Offered Notes (together with the Permitted Additional Information (as defined below), the “Date of Sale Information”). As used herein, “Preliminary Prospectus” means, with respect to any date referred to herein, the most recent preliminary Prospectus (as amended or supplemented, if applicable) describing the Offered Notes that has been prepared and delivered by the Company to the Underwriters in accordance with the provisions hereof and that is filed or will be filed with the Commission pursuant to Rule 424(b), together with the information referred to under the caption “Static Pool Information” therein regardless of whether it is deemed a part of the Registration Statement or the Prospectus.

3 GEDFMNT 2012-4: Underwriting Agreement

If, subsequent to the Date of Sale (as defined above) and prior to the Closing Date (as such term is defined below), the Preliminary Prospectus included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company has prepared and delivered to the Underwriters a Corrected Prospectus (as defined below), and as a result investors in the Offered Notes elect to terminate their existing “Contracts of Sale” (within the meaning of Rule 159 under the Act) for any Offered Notes, then “Date of Sale Information” will refer to the Permitted Additional Information and the information conveyed to investors on the date of entry into the first new Contract of Sale in an amended Preliminary Prospectus approved by the Company and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Date of Sale” will refer to the date on which such new Contracts of Sale were entered into.

1. Representations and Warranties. The Company represents and warrants to and agrees with each Underwriter, as of the date hereof or, if another date is noted below, such other date, that:

a)

i. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or threatened by the Commission.

ii. As of the Closing Date (as such term is defined below), the Registration Statement, the Preliminary Prospectus, the Prospectus and the Ratings FWP, except with respect to any modification as to which the Underwriters have been notified, shall be in all substantive respects in the form furnished to the Underwriters or their counsel before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the Preliminary Prospectus that has previously been furnished to the Underwriters) as the Company or GE Capital has advised the Underwriters before such date, will be included or made therein.

4 GEDFMNT 2012-4: Underwriting Agreement

iii. (A) The Registration Statement, as of the Effective Date, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; (B) on the date of this Agreement, the Registration Statement and the Prospectus conform, and as of the time of filing the Prospectus pursuant to Rule 424(b), the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and of the Trust Indenture Act of 1939, as amended; (C) the Registration Statement, at the Effective Time, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (D) the Prospectus and the Designated Static Pool Information (as defined below), taken together, as of its date, as of the time of filing pursuant to Rule 424(b) and as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, that the Company makes no representations or warranties as to (I) that part of the Registration Statement which constitutes the Statements of Eligibility of Qualification (Form T-1) of the Indenture Trustee and (II) anything contained in or omitted from such Registration Statement or such Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter specifically for use in the preparation thereof, which information consists of the Underwriters’ Information (as defined below); provided, further, that this paragraph (iii) makes no representation and warranty as to the Date of Sale Information (the Date of Sale Information being covered by paragraph (iv) below). As used herein the term “Designated Static Pool Information” shall mean the static pool information referred to in the Preliminary Prospectus and the Prospectus under the caption “Static Pool Information” but deemed to be excluded from the Registration Statement and the Prospectus pursuant to Item 1105(d) of Regulation AB issued under the Act.

iv. The Date of Sale Information at the Date of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information contained in or omitted from either the Registration Statement or the Prospectus based upon the Underwriters’ Information.

v. Other than with respect to the Preliminary Prospectus, the Prospectus, the Permitted Additional Information and any Underwriter Additional Information (as defined below), the Issuer (including its agents and representatives) has not made, used, authorized or approved and will not make, use, authorize or approve any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of any offer to buy the Offered Notes.

5 GEDFMNT 2012-4: Underwriting Agreement

b) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its property requires such qualification, with power to own, lease and operate its property and conduct its business as it is currently conducted.

c) The Company has, and will have, the requisite power to execute and deliver any other agreement or document executed by it in connection with the issuance and sale of the related Offered Notes and this Agreement and to perform its obligations hereunder.

d) Each of the Program Documents and this Agreement, including the Terms Agreement, has been, or will be, duly and validly authorized, executed and delivered by the Company, and each of the Program Documents and this Agreement constitutes, or will constitute, the valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms.

e) The Offered Notes will conform to the description thereof contained in the Preliminary Prospectus and the Prospectus and as of the Closing Date will be duly and validly authorized and, when validly executed, countersigned, issued and delivered in accordance with the Indenture and sold to the Underwriters as provided herein, will be validly issued and outstanding and entitled to the benefits of the Indenture.

f) Neither the execution and delivery by the Company of any Program Document or this Agreement nor the consummation by the Company of the transactions contemplated herein or therein, nor the issuance of the Offered Notes by the Issuer or the public offering thereof as contemplated in the Prospectus, will conflict in any material respect with or result in a material breach of, or constitute a material default (with notice or passage of time or both) under, or result in the imposition of any lien, pledge, charge, encumbrance, adverse claim or other security interest of any other Person upon any of the property or assets of the Company (except as required or permitted pursuant thereto or hereto), pursuant to any material mortgage, indenture, loan agreement, contract or other instrument to which the Company is party or by which it is bound, nor will such action result in any violation by the Company of any provisions of any applicable law, administrative regulation or administrative or court decree, the certificate of incorporation or by-laws of the Company. The Company is not in violation of its certificate of incorporation, in default in any material respect in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease, trust agreement, transfer and servicing agreement or other instrument to which it is a party or by which it may be bound, or to which any material portion of its property or assets is subject.

6 GEDFMNT 2012-4: Underwriting Agreement

g) No action by the Company in connection with the issuance or sale of the Offered Notes, the consummation by the Company of any other of the transactions herein contemplated, or the fulfillment by the Company of the terms hereof, will conflict with any statute, order or regulation applicable to the Company with respect to the offering of the Offered Notes by any court, regulatory body, administrative agency or governmental body having jurisdiction over the Company or with any organizational document of the Company or any instrument or any agreement under which the Company is bound or to which it is a party.

h) No legal or governmental proceedings are pending to which the Company is a party or of which any property of the Company is the subject, which if determined adversely to the Company would, individually or in the aggregate, have a material adverse effect on the financial position, shareholders’ equity or results of operations of the Company; and to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

i) No consent, approval, authorization or order of, or registration, filing or declaration with, any court or governmental agency or body is required, or will be required, by the Company in connection with (i) the execution and delivery by the Company of any Program Document or this Agreement or the performance by the Company of any Program Document or this Agreement or (ii) the offer, sale or delivery of the Offered Notes, except such as shall have been obtained or made, as the case may be, or will be obtained or made, as the case may be, prior to the Closing Date, or will not materially and adversely affect the ability of the Company to perform its obligations under any Program Document or this Agreement.

j) The Company possesses, and will possess, all material licenses, certificates, authorities or permits issued by the appropriate state, Federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Preliminary Prospectus and the Prospectus, except to the extent that the failure to have such licenses, certificates, authorities or permits does not have a material adverse effect on the Offered Notes or the financial condition of the Company, and the Company has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations or financial condition.

7 GEDFMNT 2012-4: Underwriting Agreement

k) The Company is not now, and following the issuance of the Offered Notes, the Company will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

l) Since the date as of which information is given in the Registration Statement, there has not been any material adverse change in the business or net worth of the Company or GE Capital.

m) The Company was not, on the date on which the first bona fide offer of the Offered Notes sold pursuant to this Agreement was made, an “ineligible issuer” as defined in Rule 405 under the Act.

n) The Company has provided a written representation (the “17g-5 Representation”) to each nationally recognized statistical rating organization hired by the Company to rate the Offered Notes (collectively, the “Hired NRSROs”), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 (“Rule 17g-5”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has complied with the 17g-5 Representation, other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 4(d).

o) The Company has complied with Rule 193 of the Act in all material respects in connection with the offering of the Offered Notes.

2. Purchase and Sale.

a) On the basis of the representations, warranties and agreements set forth herein and in the applicable Terms Agreement, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly (subject to Section 10 of this Agreement), to purchase from the Company, the applicable Offered Notes at the purchase price and in the principal amount of such Offered Notes set forth in such Terms Agreement.

b) The parties hereto agree that settlement for all securities pursuant to this Agreement shall take place on the terms set forth herein and not as set forth in Rule 15c6-1(a) under the Exchange Act.

3. Delivery and Payment. Delivery of and payment for the Offered Notes shall be made at the offices of Mayer Brown LLP, Chicago, Illinois, at 10:00 A.M., New York City time, on the “Closing Date” specified in the Indenture Supplement, which date and time may be postponed by agreement between the Underwriters and the Company (such date and time being herein called the “Closing Date”). Delivery of such Offered Notes shall be made to the Underwriters against payment by the Underwriters of the purchase price thereof to or upon the order of the Company by wire transfer in federal or other immediately available funds or by check payable in federal funds, as the Company shall specify prior to the Closing Date. Unless delivery is made through the facilities of The Depository Trust Company, the Offered Notes shall be registered in such names and in such authorized denominations as the Underwriters may request not less than two full business days in advance of the Closing Date.

8 GEDFMNT 2012-4: Underwriting Agreement

The Company agrees to notify the Underwriters at least two business days before the Closing Date of the exact principal balance evidenced by the Offered Notes and to have such Offered Notes available for inspection in New York, New York, no later than 12:00 noon New York City time on the business day prior to the Closing Date.

4. Offering by the Underwriters.

a) Each Underwriter, severally and not jointly, represents and warrants that in connection with the Note Offering it has complied in all material respects, and agrees that it will comply in all material respects, with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers the Offered Notes or distributes the Prospectus. Without limiting the foregoing, each Underwriter agrees that all offers, solicitations and sales of the Offered Notes made by it shall be made in compliance with all applicable laws and regulations. Furthermore, such Underwriter shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses in connection with the Note Offering, including but not limited to Rules 164 and 433 of the Act.

b) Each Underwriter shall offer and/or solicit offers for the Offered Notes for sale to the public as set forth in the Preliminary Prospectus and the Prospectus.

c) Each Underwriter, severally and not jointly, represents and agrees that, (a) it has not delivered, and will not deliver without the prior written consent of the Company, any Rating Information to a Hired NRSRO or other nationally recognized statistical rating organization and (b) it has not participated, and will not participate without the prior written consent of the Company, in any oral communication regarding Rating Information with any Hired NRSRO or other nationally recognized statistical rating organization; provided, for the avoidance of doubt, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Company or refer such Rating Agency to the Company, who may respond to the oral communication. For purposes of this paragraph, “Rating Information” means any information, written or oral, provided to a Hired NRSRO that could reasonably be determined to be relevant to (a) determining the initial credit rating for the Offered Notes, including information about the characteristics of the Receivables and the legal structure of the Offered Notes, and (b) undertaking credit rating surveillance on the Offered Notes, including information about the characteristics and performance of the Receivables, in each case as contemplated by Rule 17g5(a)(3)(iii)(C).

9 GEDFMNT 2012-4: Underwriting Agreement

5. Agreements. The Company agrees with each Underwriter that:

a) The Company will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the Act by means reasonably calculated to result in filing with the Commission pursuant to such rule, and prior to the termination of the Note Offering, also will advise the Underwriters of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing the offer and sale of the Offered Notes.

b) If, at any time when a prospectus relating to the Offered Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the rules thereunder, the Company will promptly notify the Underwriters of such event and prepare and file with the Commission an amendment or supplement that will correct such statement or omission or an amendment which will effect such compliance; provided, however, that the Company shall not be required after the Closing Date to give any such notice, or amend or supplement the Prospectus, in connection with any proposed resale of Offered Notes by an affiliate of any Underwriter that purchased Offered Notes.

c) The Company will furnish to the Underwriters a copy of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by any Underwriter may be required by the Act, as many copies of the Preliminary Prospectus and the Prospectus as such Underwriter may reasonably request.

d) The Company will furnish such information, execute such instruments and take such actions as may be reasonably requested by the Underwriters to qualify the Offered Notes for sale under the laws of such jurisdictions as the Underwriters may designate and to maintain such qualifications in effect so long as required for the initial distribution of the Offered Notes; provided, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject.

10 GEDFMNT 2012-4: Underwriting Agreement

e) If the transactions contemplated by this Agreement are consummated, the Company will pay or cause to be paid all expenses incident to the performance of the obligations of the Company under this Agreement, and will reimburse the Underwriters for any reasonable expenses (excluding fees of counsel) reasonably incurred by the Underwriters in connection with qualification of the Offered Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Underwriters have reasonably requested pursuant to Section 5(d), for any fees charged by investment rating agencies for the rating of the Offered Notes, and for expenses incurred in distributing the Prospectus to the Underwriters. If the transactions contemplated by this Agreement are not consummated because any condition to the obligations of the Underwriters set forth in Section 6 is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof other than by reason of default by the Underwriters, the Company will reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Underwriters in connection with the proposed purchase, sale and offering of the Offered Notes. Except as herein provided, the Underwriters shall be responsible for paying all costs and expenses incurred by them, including the fees and disbursements of their counsel, in connection with the purchase and sale of the Offered Notes.

f) The Company will cause the Final Terms (as defined in Section 8(b) hereof) to be transmitted to the Commission for filing pursuant to Rule 433 under the Act by means reasonably calculated to result in filing with the Commission pursuant to such rule.

g) The Company will comply with the 17g-5 Representation, other than any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 4(d).

6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Offered Notes shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company contained in this Agreement, to the accuracy of the statements of the Company made in any applicable officers’ certificates pursuant to the provisions hereof, to the performance by the Company of its obligations under this Agreement and to the following additional conditions applicable to the Note Offering:

a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, or to the knowledge of the Company, threatened by the Commission.

b) Counsel to each of the Company, GE Capital and the Issuer (who shall be satisfactory to the Representatives) shall have furnished to the Representatives an opinion or opinions, dated the Closing Date, in each case in form and substance reasonably satisfactory to the Representatives and counsel for the Representatives, relating to certain enforceability, securities law and security interest matters.

11 GEDFMNT 2012-4: Underwriting Agreement

c) In-house counsel for each of the Company and GE Capital shall have furnished to the Representatives an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives and counsel for the Representatives.

d) The Representatives shall have received from Bingham McCutchen LLP, counsel for the Representatives, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Offered Notes, the Prospectus and such other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as the Representatives may reasonably request for the purpose of enabling them to pass upon such matters.

e) The Company shall have furnished to the Representatives a certificate of the Company, signed by the President, any Vice President, or the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signatory of such certificate has carefully examined the Program Documents to which the Company is a party, and that, to the best of such person’s knowledge after reasonable investigation, the representations and warranties of the Company in this Agreement and the Program Documents to which the Company is a party are true and correct in all material respects, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.

f) Counsel for the Indenture Trustee (who shall be satisfactory to the Representatives) shall have furnished to the Representatives an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.

g) Counsel for the Owner Trustee (who shall be satisfactory to the Representatives) shall have furnished to the Representatives an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.

h) Counsel for the Company (who shall be satisfactory to the Representatives) shall have furnished to the Representatives (i) opinions, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, relating to certain bankruptcy matters and Federal income tax matters and (ii) a signed negative assurance letter, dated as of the Closing Date, in form and substance satisfactory to the Representatives, relating to the Registration Statement, the Preliminary Prospectus, the Prospectus and the Ratings FWP.

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i) The Representatives shall have received a letter, dated the Closing Date or such other date as may be agreed upon between the Representatives and the Company, from certified public accountants (who shall be satisfactory to the Representatives), substantially in the form previously approved by the Representatives.

j) The Offered Notes shall have received the ratings specified in the Ratings FWP.

k) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

l) Subsequent to the date of the Prospectus, there shall not have been any material adverse change in the business or properties of the Company which in the reasonable judgment of the Representatives, after consultation with the Company, materially impairs the investment quality of the Offered Notes so as to make it impractical or inadvisable to proceed with the public offering or the delivery of such Offered Notes as contemplated by the Prospectus.

7. Indemnification and Contribution.

a) The Company and GE Capital, jointly and severally, agree to indemnify and hold harmless each Underwriter and each Person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (a “Controlling Person”) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are caused by any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, (ii) the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus), (iii) the Prospectus, (iv) the Designated Static Pool Information or (v) any Permitted Additional Information, or are caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter and Controlling Person for any legal or other expenses reasonably incurred by such Underwriter or such Controlling Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, that (i) neither the Company nor GE Capital will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Underwriters’ Information, and (ii) such indemnity with respect to any Corrected Statement (as defined below) in such Prospectus shall not inure to the benefit of any Underwriter (or any Controlling Person) from whom the Person asserting any loss, claim, damage or liability purchased the Offered Notes that are the subject thereof if the untrue statement or omission of a material fact contained in such Prospectus was corrected (a “Corrected Statement”) in a supplement to the Prospectus and such supplement was furnished by the Company or GE Capital to such Underwriter prior to the delivery of the confirmation of the sale of such Offered Notes, but such Underwriter did not furnish such supplement to the Prospectus containing the corrected statement to such investor prior to the delivery of such confirmation. This indemnity agreement will be in addition to any liability which the Company or GE Capital may otherwise have.

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b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, GE Capital and each of their respective directors and officers who signs the Registration Statement relating to the Offered Notes, and each Person who controls the Company or GE Capital within the meaning of the Act or the Exchange Act (i) to the same extent as the foregoing indemnities from the Company and GE Capital to such Underwriter, but only with reference to the Underwriters’ Information, (ii) with respect to the failure on the part of such Underwriter to deliver to any investor with whom such Underwriter entered into a “contract of sale” within the meaning contemplated by Rule 159 of the Act (a “Contract of Sale”), prior to the date such investor entered into such Contract of Sale, the Preliminary Prospectus and (iii) for any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are caused by any untrue statement or alleged untrue statement of a material fact contained in any Underwriter Additional Information, or are caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will reimburse the Company, the Issuer and GE Capital, and each person who controls the Company, the Issuer or GE Capital within the meaning of the Act or the Exchange Act for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided that in the case of this subclause (iii), no Underwriter will be liable in any case to the extent that any such loss, claim, damage, or liability arises out of or is based on any such untrue statement of a material fact or alleged untrue statement of a material fact or any such omission or alleged omission in any Underwriter Additional Information in reliance upon and in conformity with (x) any written information furnished to the related Underwriter by the Company or GE Capital specifically for use therein or (y) the Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Company or GE Capital to the related Underwriter within a reasonable period of time prior to the time of use of such Underwriter Additional Information that gave rise to the related loss, claim, damage or liability. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. Each of the Company and GE Capital acknowledges that the statements set forth on the cover page of the Prospectus Supplement in the table under the headings “Class A Notes” and “Class B Notes” and in the columns labeled “Class A Underwriters”, “Principal Amount of Class A Notes”, “Class B Underwriters” and “Principal Amount of Class B Notes” under the heading “Underwriting” in the Prospectus Supplement, in the table following the third paragraph under the heading “Underwriting” in the Prospectus Supplement in the columns labeled “Class A Notes” and “Class B Notes”, in the table following the sentence “The underwriters will be compensated…” under the heading “Underwriting” in the Prospectus Supplement, and in the paragraph beginning with the words “The underwriters may engage in over-allotment…” under the heading “Underwriting” in the Prospectus Supplement (such information, the “Underwriters’ Information”) constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Prospectus, and the Underwriters confirm that such statements are correct.

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c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission or failure to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 7 except and to the extent of any prejudice to the indemnifying party arising from such failure or omission to provide notice. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnified party in the case of paragraph (a) or (b) of this Section 7, representing the indemnified parties under paragraph (a) or (b), who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). Unless it shall assume the defense of any proceeding, the indemnifying party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss, claim, damage or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and does not include a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

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d) If the indemnification provided for in paragraph (a) or (b) of this Section 7 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company, GE Capital or the Underwriters, on grounds of policy or otherwise, then each indemnifying party shall contribute to the aggregate losses, claims, damages and liabilities to which the Company, GE Capital and the Underwriters may be subject in such proportion as is appropriate to reflect not only the relative benefits received by the Company and GE Capital on the one hand and the Underwriters on the other from the offering of the Offered Notes, but also the relative fault of the Company and GE Capital on the one hand and of the Underwriters on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and GE Capital on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Offered Notes received by the Company and GE Capital bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Offered Notes. The relative fault of the Company and GE Capital on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Permitted Additional Information or the omission or alleged omission to state a material fact therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading relates to information supplied by the Company or GE Capital or by the Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount pursuant to this Agreement in excess of the amount by which the total price at which the Offered Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

e) The Company, GE Capital and the Underwriters agree that it would not be just and equitable if contribution pursuant to Section 7(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the considerations referred to above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim except where the indemnified party is required to bear such expenses pursuant to Section 7(c); which expenses the indemnifying party shall pay as and when incurred, at the request of the indemnified party, to the extent that the indemnifying party reasonably believes that it will be ultimately obligated to pay such expenses. In the event that any expenses so paid by the indemnifying party are subsequently determined to not be required to be borne by the indemnifying party hereunder, the party which received such payment shall promptly refund the amount so paid to the party which made such payment.

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Notwithstanding anything to the contrary in Section 7(d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each Controlling Person shall have the same rights to contribution as the Underwriter, and each Person who controls the Company or GE Capital within the meaning of either the Act or the Exchange Act, each officer or director of the Company or GE Capital who shall have signed the Registration Statement and each director of the Company or GE Capital shall have the same rights to contribution as the Company or GE Capital, as applicable, subject in each case to the immediately preceding sentence of this paragraph. The obligations of the Underwriters in Section 7(d) to contribute are several in proportion to their respective underwriting obligations and not joint.

8. Offering Communications.

a) For purposes hereof, “Free Writing Prospectus” shall have the meaning given such term in Rule 405 under the Act. “Permitted Additional Information” shall mean the free writing prospectus dated October 31, 2012 with respect to the ratings on the Offered Notes (the “Ratings FWP”) and any information that is included in any road show presentation the Issuer, the Company or GE Capital has approved.

b) Other than the Preliminary Prospectus, Prospectus and the Permitted Additional Information, each Underwriter represents, warrants and agrees with GE Capital and the Company that: (i) it has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Notes, including, but not limited to, any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; and (ii) it shall, for a period of at least three years after the date of the applicable Terms Agreement, maintain written and/or electronic records regarding each Contract of Sale entered into by such Underwriter, the date, identity of the investor and the terms of such Contract of Sale, as set forth in the related confirmation of trade. Notwithstanding the foregoing, the Company agrees that (A) the Underwriters may disseminate information on Bloomberg to prospective investors relating solely to (i) information of the type identified in Rule 134 of the Act, (ii) information included in the Preliminary Prospectus, (iii) the status of allocations and subscriptions of the Offered Notes, expected pricing parameters of the Offered Notes and the yields and weighted average lives of the Offered Notes, and (iv) information constituting final terms of the Offered Notes within the meaning of Rule 433(d)(5)(ii) under the Act (each such communication, an “Underwriter Free Writing Prospectus”); provided that in the case of the foregoing clauses (i) through (iv), other than the final pricing terms, such Underwriter Free Writing Prospectus would not be required to be filed with the Commission and (B) each Underwriter is permitted to provide information customarily included in confirmations of sales of securities and notices of allocations and information delivered in compliance with Rule 134 under the Act (the information described in clauses (A) and (B), collectively, the “Underwriter Additional Information”). No later than 10:00 A.M. New York City time on the first day following determination of the interest rates and initial principal amounts of the Offered Notes, the Underwriters shall provide to the Company, for filing with the Commission as provided in Section 5(f), a Free Writing Prospectus (the “Final Terms”) containing final terms of the Offered Notes.

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c) Each Underwriter, severally and not jointly, represents, warrants and agrees with the Company, the Issuer and GE Capital that:

a. each Underwriter Additional Information prepared by it will not, as of the date such Underwriter Additional Information was conveyed or delivered to any prospective purchaser of the Offered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that no Underwriter makes such representation, warranty or agreement to the extent such misstatements or omissions were the result of any inaccurate information which was included in the Preliminary Prospectus, the Prospectus or any written information furnished to the related Underwriter by the Company or the Issuer expressly for use therein, which information was not corrected by information subsequently provided by the Company or the Issuer to the related Underwriter prior to the time of use of such Underwriter Additional Information;

b. each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) under the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act; and

c. each Underwriter Free Writing Prospectus prepared by it shall be delivered to the Company no later than the date of first use and, unless otherwise agreed to by the Company and the related Underwriter, such delivery shall occur no later than the close of business for the Company (Eastern Time) on the date of first use; provided, however, that if the date of first use is not a Business Day, such delivery shall occur no later than the close of business for the Company (Eastern Time) on the first Business Day preceding such date of first use.

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d) Each Underwriter that uses the Internet or other electronic means to offer or sell the Offered Notes represents, severally and not jointly, that it has in place, and covenants that it shall maintain, internal controls and procedures which it reasonably believes to be sufficient to ensure compliance in all material respects with all applicable legal requirements under the Act.

9. Agreement of each Underwriter.

a) Each Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172 under the Act, it will include in every confirmation sent out by such Underwriter the notice required by Rule 173 under the Act, informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a Person who receives a confirmation, such Underwriter shall deliver a paper copy of such Prospectus to such Person; and (iii) if an electronic copy of the Prospectus is delivered by such Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by such Underwriter pursuant to this Section 9(a); for example, if the Prospectus is delivered to such Underwriter by or on behalf of the Company in a single electronic file in read only format, then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in read only format. Each Underwriter further agrees that if it delivers to an investor the Prospectus in read only format, upon such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus.

b) Prior to the Closing Date, each Underwriter shall notify GE Capital and the Company of (i) the date on which the Preliminary Prospectus is first used and (ii) the date of the first Contract of Sale to which such Preliminary Prospectus relates.

c) Each Underwriter represents and agrees (i) that it did not enter into any commitment to sell any Offered Notes prior to the Date of Sale, it did not enter into any Contract of Sale for any Offered Notes prior to the Date of Sale and, without limiting the foregoing, it did not enter into a Contract of Sale with an investor in the Offered Notes prior to the delivery of the Preliminary Prospectus to such investor, and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Offered Notes, deliver to each investor to whom Offered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to such Underwriter by the Company or by GE Capital), prior to the applicable date of any such Contract of Sale with respect to such investor, the Preliminary Prospectus.

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d) In relation to each member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and will not make an offer of Offered Notes to the public (i) in the Czech Republic and (ii) in any Relevant Member State other than:

i. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

ii. to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriter; or

iii. in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided, that no such offer of Offered Notes shall require the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this Section 9(d), (A) the expression an “offer of Offered Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe the Offered Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State, (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU and (D) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

e) Each Underwriter represents and agrees that:

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i. it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer;

ii. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom;

iii. it will not underwrite the issue of or place the Offered Notes otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including Sections 9 and 23 thereof and any codes of conduct rules made under Section 37 thereof and the provisions of the Investor Compensation Act 1998;

iv. it will not underwrite the issue of, or place, the Offered Notes, otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942-1999 (as amended) and any codes of conduct rules made under Section 117(1) thereof; and

v. it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Offered Notes, other than in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the Irish Financial Services Regulatory Authority pursuant thereto.

f) If the Company, GE Capital or an Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) (including the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the date of the Contract of Sale) made or prepared by the Company or such Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either the Company or such Underwriter may prepare corrective information, with notice to the other party and such Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any Person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such Person with the following:

i. adequate disclosure of the contractual arrangement;

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ii. adequate disclosure of the Person’s rights under the existing Contract of Sale at the time termination is sought;

iii. adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the date of the original Contract of Sale; and

iv. a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale.

Any costs or losses incurred in connection with any such termination or reformation shall be subject to Section 7.

10. Default by an Underwriter. If any Underwriter shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its obligations under this Agreement, the remaining Underwriters shall be obligated to take up and pay for the Offered Notes that the defaulting Underwriter agreed but failed to purchase; provided, however, that in the event that the initial principal balance of Offered Notes that the defaulting Underwriter agreed but failed to purchase shall exceed 10% of the aggregate principal balance of all of the Offered Notes set forth in the Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes, and if such nondefaulting Underwriters do not purchase all of the Offered Notes, this Agreement will terminate without liability to the nondefaulting Underwriters, the Company or GE Capital. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date for the Offered Notes shall be postponed for such period, not exceeding seven days, as the nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement, the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and to any nondefaulting Underwriters for damages occasioned by its default hereunder.

11. Termination.

a) This Agreement shall be subject to termination by notice given to the Company, if the sale of the Offered Notes provided for herein is not consummated because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement. If the Underwriters terminate this Agreement in accordance with this Section 11, the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by the Underwriters in connection with the proposed purchase and sale of the Offered Notes.

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b) The obligations of the Underwriters to purchase the Offered Notes on the Closing Date shall be terminable by the Underwriters by written notice delivered by the Representatives to the Company and GE Capital if at any time on or before the Closing Date (i) a general moratorium on commercial banking activities in New York shall have been declared by any of Federal or New York state authorities, (ii) trading in securities generally on the New York Stock Exchange shall have been suspended, or minimum or maximum prices or ranges of prices shall be established, by such exchange or by order of the Commission, or (iii) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the Underwriters’ reasonable judgment, impracticable or inadvisable to market the Offered Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Agreement shall (except for the liability of the Company under Section 7) be released and discharged from their respective obligations under this Agreement.

12. Representations and Indemnities to Survive Delivery. The agreements, representations, warranties, indemnities and other statements of the Company, GE Capital or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors, managers or Controlling Persons, and will survive delivery of and payment for the related Offered Notes. The provisions of Section 7 hereof shall survive the termination or cancellation of this Agreement.

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and Controlling Persons, and their successors and assigns, and no other Person will have any right or obligation hereunder. No purchaser of any Offered Note from the Underwriters shall be deemed a successor or assign by reason of such purchase.

14. APPLICABLE 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 SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

23 GEDFMNT 2012-4: Underwriting Agreement

EACH PARTY HERETO HEREBY CONSENTS AND AGREES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. 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 17 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 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 (TO THE EXTENT PERMITTED BY APPLICABLE LAW) 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.

24 GEDFMNT 2012-4: Underwriting Agreement

15. Miscellaneous. This Agreement supersedes all prior and contemporaneous agreements and understandings relating to the subject matter hereof. This Agreement may not be changed, waived, discharged or terminated except by an affirmative written agreement made by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof or thereof.

16. Counterparts. This Agreement may be executed in any number of separate counterparts, all of which shall collectively constitute one agreement. Executed counterparts may be delivered electronically.

17. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to a Representative, will be delivered to it at its address first above written; or if sent to the Company, will be delivered to 5595 Trillium Boulevard, Hoffman Estates, Illinois 60192, Attention: General Counsel; or if sent to GE Capital, will be delivered to 201 Merritt 7, Norwalk, CT 06851, Attention: Michael P. Paolillo.

18. Non-Petition Covenant. Notwithstanding any prior termination of this Agreement, no Underwriter shall acquiesce, petition or otherwise invoke or cause the Company or the Issuer to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Company or the Issuer under any Federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Company or the Issuer.

19. Nature of Underwriters’ Services. The Company acknowledges and agrees that each Underwriter in providing investment banking services to the Company in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary of the Company and the Company does not intend any Underwriter to act in any capacity other than independent contractor. For avoidance of doubt, the Underwriters are not acting as agents, representatives or fiduciaries of the Issuer or any of the Company’s other affiliates. Additionally, none of the Underwriters is advising the Company or its affiliates or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or its affiliates or any other person with respect thereto. Any review by the Underwriters of the Company, the Issuer, the Company’s other affiliates, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any other person.

25 GEDFMNT 2012-4: Underwriting Agreement

[Signatures Follow]

26 GEDFMNT 2012-4: Underwriting Agreement

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, GE Capital and the Representatives.

Very truly yours,
CDF Funding, Inc.
By:	/s/ John E. Peak
	Name: John E. Peak
	Title: Vice President

S-1 GEDFMNT 2012-4: Underwriting Agreement

General Electric Capital Corporation
By:	/s/ Thomas A. Davidson
	Name: Thomas A. Davidson
	Title:  Attorney-in-Fact

S-2 GEDFMNT 2012-4: Underwriting Agreement

The foregoing Agreement is hereby confirmed and accepted on the date first above written.

RBC CAPITAL MARKETS, LLC

for itself and as a Representative

By:	/s/ Giuseppe Pagano
Name: Giuseppe Pagano
Title: Authorized Signatory
BARCLAYS CAPITAL INC.,
for itself and as a Representative
By:	/s/ Martin Attea
Name: Martin Attea
Title: Managing Director

S-3 GEDFMNT 2012-4: Underwriting Agreement

EXHIBIT A

GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES

TERMS AGREEMENT
(SERIES 2012-4)

Dated: [     ]

To: CDF Funding, Inc.

General Electric Capital Corporation

Re: Underwriting Agreement, dated November 1, 2012, among CDF Funding, Inc.,
General Electric Capital Corporation and the Representatives referred to therein

1. Offered Notes.

The notes described below in this Section 1 are the “Offered Notes” for the purpose of this Terms Agreement and for purposes of the above-referenced Underwriting Agreement (the “Underwriting Agreement”). The Underwriting Agreement is incorporated herein and made a part hereof. The Offered Notes are the Series 2012-4 Notes that will be issued by GE Dealer Floorplan Master Note Trust.

Class	Principal Amount	Interest Rate	Final Maturity Date
A	$                             [_]	One month LIBOR plus [_]% per year	[_]
B	$                             [_]	One month LIBOR plus [_]% per year	[_]

2. Underwriters

The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.

Class A Underwriters

[           ]

[           ]

[           ]

[           ]

A-1 GEDFMNT 2012-4: Underwriting Agreement

Class B Underwriters

[           ]

[           ]

[           ]

 [           ]

3. Underwriting Allotment

Underwriting Allotment	Class A		Class B
[         ]	$	[         ]	$	[         ]
[         ]	$	[         ]	$	[         ]
[         ]	$	[         ]	$	[         ]
[         ]	$	[         ]	$	[         ]
Total Amount	$		$

3. Purchase Price, Discounts and Concessions

	Class A			Class B
Gross Purchase Price		[         ]	%		[         ]	%
Underwriting Discount		[         ]	%		[         ]	%
Net Purchase Price		[         ]	%		[         ]	%
Maximum Dealer Selling Concessions		[         ]	%		[         ]	%
Maximum Dealer Reallowance Discounts		[         ]	%		[         ]	%

4. Date of Sale

November 1, 2012 (the date the first Contract of Sale was entered into as designated by the Representatives).

A-2 GEDFMNT 2012-4: Underwriting Agreement

The Underwriters agree, severally and not jointly, to purchase the Offered Notes subject to the terms and provisions of this Terms Agreement and the Underwriting Agreement.

RBC CAPITAL MARKETS, LLC

for itself and as a Representative

By:

Name:

Title:

BARCLAYS CAPITAL INC.,

for itself and as a Representative

By:

Name:

Title:

A-3 GEDFMNT 2012-4: Underwriting Agreement

Accepted and Agreed:
CDF Funding, inc.
By:
	Name
	Title:
General Electric Capital Corporation
By:
	Name:
	Title:

A-4 GEDFMNT 2012-4: Underwriting Agreement

EX-1.2

Exhibit 1.2

GE DEALER FLOORPLAN MASTER NOTE TRUST
ASSET BACKED NOTES

TERMS AGREEMENT
(SERIES 2012-4)

Dated:    November 1, 2012

To: CDF Funding, Inc.

General Electric Capital Corporation

Re: Underwriting Agreement, dated November 1, 2012, among CDF Funding, Inc., General Electric Capital Corporation and the Representatives referred to therein

1. Offered Notes.

The notes described below in this Section 1 are the “Offered Notes” for the purpose of this Terms Agreement and for purposes of the above-referenced Underwriting Agreement (the “Underwriting Agreement”). The Underwriting Agreement is incorporated herein and made a part hereof. The Offered Notes are the Series 2012-4 Notes that will be issued by GE Dealer Floorplan Master Note Trust.

Class		Principal Amount		Interest Rate	Final Maturity Date
	A	$	600,000,000	One month LIBOR plus 0.44% per year	October 20, 2017
	B	$	12,632,000	One month LIBOR plus 0.70% per year	October 20, 2017

2. Underwriters

The Underwriters named below are the “Underwriters” for the purpose of this Terms Agreement and for the Underwriting Agreement.

Class A Underwriters

RBC Capital Markets, LLC

Barclays Capital Inc.

CastleOak Securities, L.P.

Mizuho Securities USA Inc.

1 GEDFMNT 2012-4: Terms Agreement

Class B Underwriters

RBC Capital Markets, LLC

Barclays Capital Inc.

CastleOak Securities, L.P.

Mizuho Securities USA Inc.

3. Underwriting Allotment

Underwriting Allotment	Class A		Class B
RBC Capital Markets, LLC	$	240,000,000	$	5,053,000
Barclays Capital Inc.	$	240,000,000	$	5,053,000
CastleOak Securities, L.P.	$	60,000,000	$	1,263,000
Mizuho Securities USA Inc.	$	60,000,000	$	1,263,000
Total Amount	$	600,000,000	$	12,632,000

4. Purchase Price, Discounts and Concessions

	Class A			Class B
Gross Purchase Price		100	%		100	%
Underwriting Discount		0.25	%		0.25	%
Net Purchase Price		99.75	%		99.75	%
Maximum Dealer Selling Concessions		0.150	%		0.150	%
Maximum Dealer Reallowance Discounts		0.075	%		0.075	%

5. Date of Sale

November 1, 2012 (the date the first Contract of Sale was entered into as designated by the Representatives).

2 GEDFMNT 2012-4: Terms Agreement

The Underwriters agree, severally and not jointly, to purchase the Offered Notes subject to the terms and provisions of this Terms Agreement and the Underwriting Agreement.

RBC CAPITAL MARKETS, LLC
for itself and as a Representative
By:	/s/ Giuseppe Pagano
Name: Giuseppe Pagano
Title: Authorized Signatory
BARCLAYS CAPITAL INC.,
for itself and as a Representative
By:	/s/ Martin Attea
Name: Martin Attea
Title: Managing Director

S-1 GEDFMNT 2012-4: Terms Agreement

Accepted and Agreed:
CDF Funding, inc.
By:	/s/ John E. Peak
	Name:  John E. Peak
	Title:  Vice President
General Electric Capital Corporation
By:	/s/ Thomas A. Davidson
	Name: Thomas A. Davidson
	Title: Attorney-in-Fact

S-2 GEDFMNT 2012-4: Terms Agreement

EX-4.1

Exhibit 4.1

GE DEALER FLOORPLAN MASTER NOTE TRUST,

as Issuer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

FORM OF SERIES 2012-4 INDENTURE SUPPLEMENT

Dated as of November 9, 2012

2012-4 Indenture Supplement

Table of Contents

			Page
ARTICLE I            DEFINITIONS			1
	SECTION 1.1.	Definitions	1
	SECTION 1.2.	Incorporation of Terms	10
ARTICLE II           Creation of the Series 2012-4 Notes			10
	SECTION 2.1.	Designation	10
	SECTION 2.2.	Transfer Restrictions	11
ARTICLE III         REPRESENTATIONS, WARRANTIES and Covenants			12
	SECTION 3.1.	Representations, Warranties and Covenants with respect to ERISA	12
ARTICLE IV         Rights of Series 2012-4 Noteholders and Allocation and Application of Collections			13
	SECTION 4.1.	Determination of Interest and Principal	13
	SECTION 4.2.	Establishment of Accounts	14
	SECTION 4.3.	Calculations and Series Allocations	15
	SECTION 4.4.	Application of Available Non-Principal Collections and Available Principal Collections	17
	SECTION 4.5.	Payments	20
	SECTION 4.6.	Investor Charge-Offs	20
	SECTION 4.7.	Reallocated Principal Collections	21
	SECTION 4.8.	Excess Non-Principal Collections	21
	SECTION 4.9.	Shared Principal Collections	21
	SECTION 4.10.	Reserve Account	22
	SECTION 4.11.	Investment of Amounts on Deposit in Series Accounts	22
	SECTION 4.12.	Controlled Accumulation Period	23
	SECTION 4.13.	Determination of LIBOR	23
ARTICLE V           Delivery of Series 2012-4 Notes; Reports to Series 2012-4 Noteholders			24
	SECTION 5.1.	Delivery and Payment for the Series 2012-4 Notes	24
	SECTION 5.2.	Reports and Statements to Series 2012-4 Noteholders	24
ARTICLE VI         Series 2012-4 Early Amortization Events			25
	SECTION 6.1.	Series 2012-4 Early Amortization Events	25

-i- 2012-4 Indenture Supplement

Table of Contents

(continued)

			Page
ARTICLE VII        Redemption of Series 2012-4 Notes; Final Distributions; Series Termination			26
	SECTION 7.1.	Optional Redemption of Series 2012-4 Notes; Final Distributions	27
	SECTION 7.2.	Series Termination	28
ARTICLE VIII       Miscellaneous Provisions			28
	SECTION 8.1.	Ratification of Indenture; Amendments	28
	SECTION 8.2.	Form of Delivery of the Series 2012-4 Notes	28
	SECTION 8.3.	Counterparts	28
	SECTION 8.4.	GOVERNING LAW	28
	SECTION 8.5.	Limitation of Liability	29
	SECTION 8.6.	Rights of the Indenture Trustee	29
	SECTION 8.7.	No Petition	30
	SECTION 8.8.	Notes to be Treated as Debt for Tax	30
	SECTION 8.9.	Notice Address for Rating Agencies	30
EXHIBIT A-1           FORM OF CLASS A NOTE
EXHIBIT A-2           FORM OF CLASS B NOTE
EXHIBIT A-3           FORM OF CLASS C NOTE
EXHIBIT B               FORM OF MONTHLY SERVICER’S CERTIFICATE

-ii- 2012-4 Indenture Supplement

This SERIES 2012-4 INDENTURE SUPPLEMENT, dated as of November 9, 2012 (this “Indenture Supplement”), is between GE DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of August 12, 2004 (as amended or supplemented, the “Indenture”), between the Issuer and the Indenture Trustee (as successor in interest to Wilmington Trust Company).

The Principal Terms of Series 2012-4 are set forth in this Indenture Supplement.

ARTICLE I
DEFINITIONS

SECTION 1.1. Definitions.

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

(b)          Each capitalized term defined herein relates only to Series 2012-4 and to no other Series. Whenever used in this Indenture Supplement, the following words and phrases shall have the following meanings:

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

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

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

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

“Allocation Percentage” means, with respect to any Monthly Period, the percentage equivalent of a fraction (which shall not exceed one hundred percent (100%)):

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

(i) for Non-Principal Collections and the Default Amount at all times and for Principal Collections during the Revolving Period, the Collateral Amount at the end of the last day of the prior Monthly Period or, in the case of the Monthly Period during which the Closing Date occurs, the Closing Date; and

1 2012-4 Indenture Supplement

(ii) for Principal Collections during the Controlled Accumulation Period and the Early Amortization Period, the Collateral Amount at the end of the last day of the Revolving Period; provided that on and after the date on which an amount equal to the Note Principal Balance and the Principal Overcollateralization Amount has been deposited into the Principal Account, the numerator for Principal Collections shall equal zero; and

(b) the denominator of which shall be the greater of (i) the result of (x) the Aggregate Principal Receivables minus (y) the sum of the aggregate amount of each Dealer Overconcentration, Manufacturer Overconcentration and Product Line Overconcentration as most recently determined, and (ii) the sum of the numerators used to calculate the allocation percentages for allocations with respect to Non-Principal Collections, Principal Collections or the Default Amount, as applicable, for all outstanding Series on such date of determination. The denominator described in this clause (b) shall be determined as of the opening of business on the first day of the Monthly Period for which the Allocation Percentage is being determined; provided that for purposes of subclause (ii) of this clause (b), the Collateral Amount for the Series 2012-4 Notes shall be included in the calculation made on the first day of the Monthly Period that includes the Closing Date.

“Available Non-Principal Collections” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Non-Principal Collections for such Monthly Period, (b) the Series 2012-4 Excess Non-Principal Collections for such Monthly Period and (c) Investment Earnings.

“Available Principal Collections” means, for any Monthly Period, an amount equal to (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section 4.7 are required to be applied on the related Payment Date, plus (c) without duplication, the sum of (i) any Shared Principal Collections with respect to other Principal Sharing Series (including any amounts on deposit in the Excess Funding Account that are allocated to Series 2012-4 for application as Shared Principal Collections), (ii) the aggregate amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii), (iii) during the Controlled Accumulation Period or an Early Amortization Period, the amount of Available Non-Principal Collections used to make a deposit in the Principal Account or to pay principal on the Series 2012-4 Notes pursuant to Sections 4.4(a)(x) and (xii) for the related Payment Date, and (iv) any distribution of amounts on deposit in the Reserve Account on the Series 2012-4 Final Maturity Date pursuant to Section 4.10.

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

2 2012-4 Indenture Supplement

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

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

“Class A Note Initial Principal Balance” means $600,000,000.

“Class A Note Interest Rate” means a per annum rate of 0.44% in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

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

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

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

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

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

“Class B Note Initial Principal Balance” means $12,632,000.

“Class B Note Interest Rate” means a per annum rate of 0.70% 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.

“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 Monthly Interest” is defined in Section 4.1(c).

“Class C Note Initial Principal Balance” means $18,948,000.

3 2012-4 Indenture Supplement

“Class C Note Interest Rate” means a per annum rate of 1.25% in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

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

“Class C Note Transfer” is defined in Section 2.2(b).

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

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

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

“Closing Date” means November 9, 2012.

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

“Collateral Amount” means, as of any date of determination, an amount equal to the excess, if any, of (a) the Note Principal Balance on such date plus the Principal Overcollateralization Amount on such date, over (b) the excess, if any, of (i) the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over (ii) the reimbursements of such Investor Charge-Offs and Reallocated Principal Collections pursuant to Section 4.4(a)(vii) prior to such date of determination. For avoidance of doubt, the Collateral Amount cannot be less than zero.

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

“Controlled Accumulation Date” means September 1, 2015, subject to adjustment pursuant to Section 4.12.

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

4 2012-4 Indenture Supplement

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

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

“Default Rate” means, for any Monthly Period, the product of (a) a fraction (expressed as a percentage), (i) the numerator of which is the Default Amount for such Monthly Period (calculated as of the end of the last day of such Monthly Period), and (ii) the denominator of which is the Combined Outstanding Principal Balances as of the beginning of such Monthly Period times (b) 12.

“Designated Maturity” means, for any LIBOR Determination Date, one month; provided that LIBOR for the initial Interest Period will be determined by straight-line interpolation (based on the actual number of days in the initial Interest Period) between two rates determined in accordance with Section 4.13, one of which will be determined for a Designated Maturity of one month and the other of which will be determined for a Designated Maturity of two months.

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

“Early Amortization Period” means the period commencing on the date on which a Trust Early Amortization Event or a Series 2012-4 Early Amortization Event is deemed to occur and ending on the Series Maturity Date. Notwithstanding anything to the contrary in this Indenture Supplement, an Early Amortization Period that commences before the Controlled Accumulation Date may terminate, and the Revolving Period may recommence, if the Rating Agency Condition is satisfied.

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

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

“Group One” means Series 2012-4 and each other outstanding Series specified in the related Indenture Supplement to be included in Group One.

“Indenture” is defined in the preamble.

“Indenture Trustee” is defined in the preamble.

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

“Initial Collateral Amount” means the sum of (i) the Class A Note Initial Principal Balance, (ii) the Class B Note Initial Principal Balance, (iii) the Class C Note Initial Principal Balance and (iv) the Principal Overcollateralization Amount on the Closing Date.

5 2012-4 Indenture Supplement

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

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

“Investor Charge-Offs” is defined in Section 4.6.

“Investor Default Amount” means for any date of determination with respect to the prior Monthly Period, the product of (a) the Default Amount for such Monthly Period, after giving effect to any allocation of a portion of such Default Amount to the Transferor pursuant to Section 8.4 of the Indenture, and (b) the Allocation Percentage with respect to such Monthly Period.

“Investor Non-Principal Collections” means, for any Monthly Period, an amount equal to the aggregate amount of Non-Principal Collections retained or deposited in the Non-Principal Account for Series 2012-4 pursuant to Section 4.3(b)(i) for such Monthly Period.

“Investor Principal Collections” means, for any Monthly Period, an amount equal to the aggregate amount of Principal Collections retained or deposited in the Principal Account for Series 2012-4 pursuant to Section 4.3(b)(ii) for such Monthly Period.

“Issuer” is defined in the preamble.

“LIBOR” means, for any Interest Period, the London interbank offered rate for the Designated Maturity for United States dollar deposits determined by the Indenture Trustee for each Interest Period in accordance with the provisions of Section 4.13.

“LIBOR Determination Date” means (i) with respect to the first Interest Period, November 7, 2012, and (ii) with respect to any Interest Period thereafter, the second London Business Day prior to the commencement of such Interest Period.

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

“Minimum Free Equity Percentage” means, as of any Determination Date, zero percent (0%).

“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 during such Monthly Period, and (b) the denominator of which is the Combined Outstanding Principal Balances as of the beginning of such Monthly Period.

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

“Monthly Principal” is defined in Section 4.1(d).

“Monthly Principal Reallocation Amount” means, for any Monthly Period, an amount equal to the sum of:

(A) the lesser of (i) the excess, if any, of (x) the amount needed to make the payments described in Sections 4.4(a)(i) through (iii) over (y) the amount of Non-Principal Collections and amounts withdrawn from the Reserve Account that are available to cover the payments described in Sections 4.4(a)(i) through (iii), and (ii) the excess, if any, of (x) the sum of the Class A Note Initial Principal Balance, the Class B Note Initial Principal Balance, the Class C Note Initial Principal Balance and the Principal Overcollateralization Amount over (y) the sum of (I) the amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period, and (II) the amount of unreimbursed Reallocated Principal Collections as of the previous Payment Date;

(B) the lesser of (i) the excess, if any, of (x) the amount needed to make the payment described in Section 4.4(a)(iv) over (y) the amount of Non-Principal Collections and amounts withdrawn from the Reserve Account that are available to cover the payment described in Section 4.4(a)(iv) and (ii) the excess, if any, of (x) the sum of the Class B Note Initial Principal Balance, the Class C Note Initial Principal Balance and the Principal Overcollateralization Amount over (y) the sum of (I) the amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period, and (II) the amount of unreimbursed Reallocated Principal Collections as of the previous Payment Date and after giving effect to the reallocation of Principal Collections to make the payments described in Sections 4.4(a)(i) through (iii) in respect of the then-current Payment Date; and

(C) the lesser of (i) the excess, if any, of (x) the amount needed to make the payments described in Section 4.4(a)(v) over (y) the amount of Non-Principal Collections and amounts withdrawn from the Reserve Account that are available to cover the payment described in Section 4.4(a)(v) and (ii) the excess, if any, of (x) the sum of the Class C Note Initial Principal Balance and the Principal Overcollateralization Amount over (y) the sum of (I) the amount of unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs for the related Monthly Period, and (II) the amount of unreimbursed Reallocated Principal Collections as of the previous Payment Date and after giving effect to the reallocation of Principal Collections to make the payments described in Sections 4.4(a)(i) through (iv) in respect of the then-current Payment Date.

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

“Non-Principal Shortfall” is defined in Section 4.8.

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

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

“Payment Date” means the twentieth (20^th) day of each calendar month, or if such twentieth (20^th) day is not a Business Day, the next succeeding Business Day; provided, that the first Payment Date shall be December 20, 2012.

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

“Principal Overcollateralization Amount” means, on any date of determination, an amount equal to (a) $31,579,000 minus (b) the aggregate amount of Principal Collections released to the Issuer in reduction of the Principal Overcollateralization Amount pursuant to Sections 4.4(c)(ii), 4.4(e) and Section 7.1(d)(viii).

“Principal Shortfall” is defined in Section 4.9.

“Rating Agency” means, as of any date and with respect to any Class of the Series 2012-4 Notes, the nationally recognized statistical rating organizations that have been requested by the Transferor to provide ratings of such class and that are rating the Series 2012-4 Notes on such date.

“Rating Agency Condition” means, with respect to Series 2012-4 and any action, that each Rating Agency shall have been given 10 days’ prior written notice (or, if 10 days’ advance notice is impracticable, as much advance notice as is practicable) delivered to each applicable rating agency as provided in Section 8.9.

“Reallocated Principal Collections” is defined in Section 4.7.

“Reassignment Amount” means, for any Transfer Date, after giving effect to any deposits and payments otherwise to be made on the related Payment Date, the sum of (i) the Note Principal Balance on such Payment Date, plus (ii) Monthly Interest for such Payment Date and any Monthly Interest previously due but not distributed to the Series 2012-4 Noteholders, plus (iii) the Principal Overcollateralization Amount and all required yield payments on the Principal Overcollateralization Amount, plus (iv) without duplication, the other amounts specified in Section 7.1(d).

“Record Date” means, for purposes of Series 2012-4 with respect to any Payment Date, the date falling five (5) Business Days prior to such date.

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

“Required Reserve Account Amount” means, for any Transfer Date, an amount equal to (a) the product of (i) the Required Reserve Account Percentage for such Transfer Date and (ii) the Note Principal Balance as of the Closing Date; provided that, prior to the occurrence of an Event of Default and the acceleration of the Series 2012-4 Notes, the Required Reserve Account Amount will never exceed the Note Principal Balance (after taking into account any payments to be made on the following Payment Date), or (b) any other amount designated by the Transferor; provided that if such designation is of a lesser amount, the Transferor shall (i) provide the Indenture Trustee with evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver to the Indenture Trustee a certificate of an Authorized Officer to the effect that, based on the facts known to such officer at such time, in the reasonable belief of the Transferor, such designation will not cause an Early Amortization Event to occur with respect to Series 2012-4.

“Required Reserve Account Percentage” means two and one-half percent (2.5%).

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

“Reserve Account Deficiency” means the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount.

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

“Series 2012-4” means the Series the terms of which are specified in this Indenture Supplement.

“Series 2012-4 Early Amortization Event” is defined in Section 6.1. The Series 2012-4 Early Amortization Events are, with respect to Series 2012-4, the Early Amortization Events contemplated by clause (a) of the definition of Early Amortization Event in the Indenture.

“Series 2012-4 Excess Non-Principal Collections” means Excess Non-Principal Collections allocated from other Series in Group One to Series 2012-4 pursuant to Section 8.6 of the Indenture.

“Series 2012-4 Final Maturity Date” means the Payment Date in October of 2017.

“Series 2012-4 Note” means any one of the Class A Notes, Class B Notes or Class C Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1, A-2 or A-3, respectively.

“Series 2012-4 Noteholder” means the Person in whose name a Series 2012-4 Note is registered in the Note Register.

“Series Accounts” is defined in Section 4.2.

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“Series Allocation Percentage” means, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the numerator used in determining the Allocation Percentage for Non-Principal Collections for that Monthly Period and the denominator of which is the sum of the numerators used in determining the Allocation Percentage for Non-Principal Collections for all outstanding Series on such date of determination.

“Series Maturity Date” means the earliest to occur of (a) the date on which the Note Principal Balance is paid in full and the Principal Overcollateralization Amount has been paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the Series 2012-4 Final Maturity Date.

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

“Servicer Advance” is defined in the Servicing Agreement.

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

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

“Trust” is defined in the preamble.

SECTION 1.2. Incorporation of Terms. The terms of the Indenture are incorporated in this Indenture Supplement as if set forth in full herein. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and both together shall be read, taken and construed as one and the same agreement. If the terms of this Indenture Supplement and the terms of the Indenture conflict, the terms of this Indenture Supplement shall control with respect to Series 2012-4.

ARTICLE II
Creation of the Series 2012-4 Notes

SECTION 2.1. Designation.

(a)          There is hereby created and designated a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as “GE Dealer Floorplan Master Note Trust, Series 2012-4” or the “Series 2012-4 Notes.” The Series 2012-4 Notes shall be issued in three Classes, known as the “Class A Series 2012-4 Asset Backed Notes”, the “Class B Series 2012-4 Asset Backed Notes” and the “Class C Series 2012-4 Asset Backed Notes.”

(b)          Series 2012-4 shall be included in Group One and shall be a Principal Sharing Series. Series 2012-4 shall be an Excess Allocation Series with respect to Group One only. Series 2012-4 shall not be subordinated to any other Series.

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(c)          The Class A Notes shall be issuable only in minimum denominations of at least one hundred thousand dollars ($100,000) and in integral multiples of one thousand dollars ($1,000). The Class B Notes shall be issuable only in minimum denominations of at least one hundred thousand dollars ($100,000) and in integral multiples of one thousand dollars ($1,000). The Class C Notes shall be issuable only in minimum denominations of at least one hundred thousand dollars ($100,000) and in greater whole number denominations.

SECTION 2.2. Transfer Restrictions.

(a)          The Class C Notes have not been registered under the Securities Act or any state securities law. None of the Issuer, the Note Registrar or the Indenture Trustee is obligated to register the Class C Notes under the Securities Act or any other securities or “blue sky” laws or to take any other action not otherwise required under this Indenture Supplement or the Trust Agreement to permit the transfer of any Class C Note without registration.

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

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

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

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

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

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

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

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

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

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ARTICLE III
REPRESENTATIONS, WARRANTIES and Covenants

SECTION 3.1. Representations, Warranties and Covenants with respect to ERISA. By acquiring a Series 2012-4 Note, each purchaser and transferee shall be deemed to represent and warrant that either (i) it is not, and for so long as it holds such Series 2012-4 Note will not be, is not acting on behalf of, and for so long as it holds such Series 2012-4 Note will not be acting on behalf of, and is not investing the assets of, a Benefit Plan or a governmental plan, church plan or non-U.S. plan that is subject to Similar Law or (ii) its acquisition, continued holding and disposition of such Series 2012-4 Note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law.

ARTICLE IV
Rights of Series 2012-4 Noteholders and Allocation and
Application of Collections

SECTION 4.1. Determination of Interest and Principal.

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

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

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

(d)          The amount of monthly principal (“Monthly Principal”) to be transferred from the Principal Account with respect to the Series 2012-4 Notes on each Transfer Date, beginning with the Transfer Date following the Monthly Period in which the Controlled Accumulation Period or the Early Amortization Period begins, shall be equal to the least of (i) the Available Principal Collections for the preceding Monthly Period; (ii) the sum of the Note Principal Balance and the Principal Overcollateralization Amount on such Transfer Date (minus any amount already in the Principal Account on such Transfer Date); (iii) during the Controlled Accumulation Period, the Controlled Deposit Amount; and (iv) the Collateral Amount.

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SECTION 4.2. Establishment of Accounts.

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

(b)          If the depositary institution wishes to resign as depositary of any of the Series Accounts for any reason or fails to carry out the instructions of the Issuer for any reason, then the Issuer shall promptly notify the Indenture Trustee on behalf of the Series 2012-4 Noteholders.

(c)          On or before the Closing Date, the Issuer shall enter into a depositary agreement to govern the Series Accounts pursuant to which such accounts are continuously identified in the depositary institution’s books and records as subject to a security interest in favor of the Indenture Trustee on behalf of the Series 2012-4 Noteholders, and, except as may be expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee on behalf of the Series 2012-4 Noteholders under the UCC, the Indenture Trustee on behalf of the Series 2012-4 Noteholders shall have the power to direct disposition of the funds in the Series Accounts without further consent by the Issuer; provided, however, that prior to the delivery by the Indenture Trustee on behalf of the Series 2012-4 Noteholders of notice otherwise, the Issuer shall have the right to direct the disposition of funds in the Series Accounts; provided, further that the Indenture Trustee on behalf of the Series 2012-4 Noteholders agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in the Series Accounts unless an Event of Default has occurred and is continuing. Upon delivery of the foregoing notice by the Indenture Trustee on behalf of the Series 2012-4 Noteholders, the depositary institution shall comply with the orders of the Indenture Trustee on behalf of the Series 2012-4 Noteholders without further consent by the Issuer.

(d)          The Issuer shall not close any of the Series Accounts unless it shall have (i) received the prior consent of the Indenture Trustee on behalf of the Series 2012-4 Noteholders, (ii) established a new Eligible Deposit Account with the depositary institution holding the Series Account being closed or with a new depositary institution satisfactory to the Indenture Trustee on behalf of the Series 2012-4 Noteholders, (iii) entered into a depositary agreement to govern such new account(s) with such new depositary institution which agreement is satisfactory in all respects to the Indenture Trustee on behalf of the Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for all purposes of this Indenture Supplement), and (iv) taken all such action as the Indenture Trustee on behalf of the Series 2012-4 Noteholders shall reasonably require to grant and perfect a first priority security interest in such account(s) in favor of the Indenture Trustee.

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SECTION 4.3. Calculations and Series Allocations.

(a)          Allocations. Non-Principal Collections, Principal Collections and Defaulted Receivables allocated to Series 2012-4 pursuant to Article VIII of the Indenture shall be allocated and paid as set forth in this Article IV. During any period when the Issuer is permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Series 2012-4 Noteholders pursuant to this Section 4.3 with respect to any Monthly Period need not be deposited into the Collection Account, the Non-Principal Account, the Principal Account or any other Series Account prior to the related Transfer Date. Notwithstanding anything to the contrary in Section 8.4 of the Indenture or Section 4.3(b), amounts allocated to the Series 2012-4 Noteholders pursuant to Section 4.3(b) (x) may be deposited net of any amounts required to be released to the Issuer or the holders of the Transferor Interest and, if an Originator or an Affiliate of an Originator is the Master Servicer, any amounts owed to the Master Servicer, and (y) shall be deposited into the Non-Principal Account (in the case of Non-Principal Collections) and the Principal Account (in the case of Principal Collections (not including any Shared Principal Collections allocated to Series 2012-4 pursuant to Section 8.5 of the Indenture)), and are not required to be deposited to the Collection Account prior to being deposited in the applicable Series Account or other Trust Account in accordance with Section 4.3(b). For the avoidance of doubt, any amounts required to be released to the Issuer, to the holders of the Transferor Interest or to the Master Servicer (if an Originator or an Affiliate of the Originator is the Master Servicer) need not be deposited into the Collection Account or any Series Account.

(b)          Allocations to the Series 2012-4 Noteholders. The Issuer shall, on each Date of Processing on or after the first day of the Monthly Period in which the Closing Date occurs, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations pursuant to Section 8.4 of the Indenture, allocate to the Series 2012-4 Noteholders the following amounts as set forth below:

(i)          Allocations of Non-Principal Collections. The Issuer shall allocate to the Series 2012-4 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Non-Principal Collections processed on such Date of Processing and shall deposit such amount into the Non-Principal Account; provided, that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Principal Collections equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Non-Principal Collections shall be transferred into the Non-Principal Account only until such time as the aggregate amount so deposited equals the sum of the amounts contemplated to be paid or deposited pursuant to Section 4.4(a) on the related Transfer Date or Payment Date (the “Target Amount”); and any Non-Principal Collections allocated to the Series 2012-4 Noteholders but not deposited into the Non-Principal Account due to the operation of this proviso shall be released to the holders of the Transferor Interest; 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 the holders of the Transferor Interest, 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 Sections 4.4(a)(vi) and (vii) but are not available from funds in the Non-Principal Account as a result of the operation of the preceding proviso.

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With respect to any Monthly Period when deposits of Non-Principal Collections into the Non-Principal Account are limited to deposits up to the Target Amount in accordance with clause (i) above, notwithstanding such limitation: (1) “Reallocated Principal Collections” for the related Transfer Date shall be calculated as if the full amount of Non-Principal Collections allocated to the Series 2012-4 Noteholders during that Monthly Period had been deposited in the Non-Principal Account and applied on such Transfer Date in accordance with Section 4.4(a); and (2) Non-Principal Collections released to the holders of the Transferor Interest pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available in the Non-Principal Account on such Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required by clause (b)(ii) of the definition of Collateral Amount.

(ii)          Allocations of Principal Collections. The Issuer shall allocate to the Series 2012-4 Noteholders the following amounts as set forth below:

(x)          Allocations During the Revolving Period. During the Revolving Period an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing, shall be allocated to the Series 2012-4 Noteholders and first, an amount equal to the Reallocated Principal Collections for the related Transfer Date shall be made available on that Transfer Date for application in accordance with Section 4.7, second, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, shall be deposited and retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, third, shall be deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount, and fourth, any remaining amounts shall be released to the holders of the Transferor Interest.

(y)          Allocations During the Controlled Accumulation Period. During the Controlled Accumulation Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2012-4 Noteholders and transferred to the Principal Account until applied as provided herein; provided, that after the date on which an amount of such Principal Collections equal to the Monthly Principal has been deposited into the Principal Account, such amounts in excess thereof shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount, and third, any remaining amounts shall be released to the holders of the Transferor Interest.

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(z)          Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2012-4 Noteholders and transferred to the Principal Account until applied as provided herein; provided, that after the date on which an amount of such Principal Collections equal to the Monthly Principal has been deposited into the Principal Account such amounts in excess thereof shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited and retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Payment Date, second, deposited in the Excess Funding Account to the extent necessary so that the Free Equity Amount is not less than the Minimum Free Equity Amount, and third, any remaining amounts shall be released 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:

(i)           on a pari passu basis,

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

(B) the result of (1) the Series Allocation Percentage multiplied by (2) the accrued and unpaid fees and other amounts (including any unpaid amounts pursuant to Section 7.2 of the Trust Agreement) owed to the Trustee shall be paid to the Trustee up to a maximum amount of twenty-five thousand dollars ($25,000) for each calendar year,

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

(D)         the result of (1) the Series Allocation Percentage multiplied by (2) the accrued and unpaid fees and other amounts (including any unpaid amounts pursuant to Section 15 of the Custody and Control Agreement) owed to the Custodian shall be paid to the Custodian up to a maximum amount of twenty-five thousand dollars ($25,000) for each calendar year;

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(ii)         an amount equal to the Noteholder Servicing Fee for the prior Monthly Period and any overdue Noteholder Servicing Fee (to the extent not previously paid), plus any unpaid Servicer Advances and accrued and unpaid interest thereon, shall be paid to the Master Servicer;

(iii)        an amount equal to Class A Monthly Interest for such Payment Date, plus the amount of any Class A Monthly Interest previously due but not paid to Class A Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;

(iv)        an amount equal to Class B Monthly Interest for such Payment Date, plus the amount of any Class B Monthly Interest previously due but not paid to Class B Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;

(v)         an amount equal to Class C Monthly Interest for such Payment Date, plus the amount of any Class C Monthly Interest previously due but not paid to Class C Noteholders on a prior Payment Date, shall be deposited into the Distribution Account;

(vi)        an amount equal to the Investor Default Amount for the prior Monthly Period shall be treated as Available Principal Collections;

(vii)       an amount equal to the sum of the aggregate amount of Investor Charge-Offs and the amount of Reallocated Principal Collections which have not been previously reimbursed shall be treated as Available Principal Collections;

(viii)      to deposit into the Reserve Account, during the Revolving Period and the Controlled Accumulation Period, the amount, if any, required to be deposited in the Reserve Account pursuant to Section 4.10(c);

(ix)         if any amounts are owed to the Persons listed in clause (i) above and are not paid pursuant to clause (i), above, such amounts owed to such Persons shall be paid on a pari passu basis to such Persons;

(x)          to deposit into the Principal Account, during the Controlled Accumulation Period, any deficiency in the amount otherwise required to be deposited into the Principal Account at that time;

(xi)         if the Early Amortization Period has not occurred and is not continuing, the balance, if any, will, first, be released to the Issuer to make required yield payments on the Principal Overcollateralization Amount and, second, the remaining balance will constitute a portion of Excess Non-Principal Collections for such Payment Date and will be applied in accordance with Section 8.6 of the Indenture; and

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(xii)       during the Early Amortization Period, the remaining balance, if any, will be applied in the following order of priority: (A) to make principal payments first, to the Class A Notes until the Class A Note Principal Balance is paid in full, second, to the Class B Notes until the Class B Note Principal Balance is paid in full, and third, to the Class C Notes until the Class C Note Principal Balance is paid in full, (B) to the Issuer to make required yield payments on the Principal Overcollateralization Amount and (C) the remaining balance will constitute a portion of Excess Non-Principal Collections for such Payment Date and will be applied in accordance with Section 8.6 of the Indenture.

On each Transfer Date, to the extent that there is a shortfall (a “Transfer Date Shortfall”) in the amounts to be paid or deposited pursuant to clauses (a)(i), (a)(iii), (a)(iv) and (a)(v) of this Section 4.4, the Indenture Trustee shall withdraw from the Collection Account, from any Servicer Advance on deposit therein, an amount equal to the lesser of (i) the Transfer Date Shortfall for such Transfer Date and (ii) the product of (x) such Servicer Advance and (y) the Allocation Percentage for Non-Principal Collections for the previous Monthly Period, and apply such withdrawn amount to make the payments and deposits contemplated by such clauses of this Section 4.4.

(b)          On each Transfer Date with respect to the Revolving Period, an amount equal to the Available Principal Collections for the related Monthly Period shall be treated as Shared Principal Collections and applied in accordance with Section 8.5 of the Indenture.

(c)          On each Transfer Date or Payment Date, as applicable, with respect to the Controlled Accumulation Period or the Early Amortization Period, an amount equal to the Available Principal Collections for the related Monthly Period shall be paid or deposited in the following order of priority:

(i)          during the Controlled Accumulation Period, an amount equal to the Monthly Principal for each Transfer Date shall be deposited into the Principal Account on such Transfer Date;

(ii)         during the Early Amortization Period, an amount equal to the Monthly Principal for each Transfer Date shall be deposited into the Distribution Account on such Transfer Date and on the related Payment Date shall be paid (A) first, to the Class A Noteholders on the related Payment Date until the Class A Note Principal Balance has been paid in full; second, to the Class B Noteholders until the Class B Note Principal Balance has been paid in full; and third, to the Class C Noteholders until the Class C Note Principal Balance has been paid in full; and (B) after the Note Principal Balance shall have been paid in full, any remainder shall be released to the Issuer in reduction of the Principal Overcollateralization Amount until the Principal Overcollateralization Amount has been paid in full; and

(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.

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(d)          On each Payment Date in accordance with Section 4.5, the Issuer shall pay first, to the Class A Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iii) on the preceding Transfer Date, second, to the Class B Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iv) on the preceding Transfer Date, and third, to the Class C Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(v) on the preceding Transfer Date, in each case to the extent permitted by applicable law.

(e)          On the earlier to occur of (i) the first Transfer Date during the Early Amortization Period and (ii) the Transfer Date immediately preceding the Expected Principal Payment Date, the Issuer shall withdraw from the Principal Account and deposit into the Distribution Account the amount deposited into the Principal Account pursuant to Section 4.4(c)(i) and on the related Payment Date shall pay such amount first, to the Class A Noteholders, until the Class A Note Principal Balance is paid in full, second, to the Class B Noteholders until the Class B Note Principal Balance is paid in full, third, to the Class C Noteholders until the Class C Note Principal Balance is paid in full and, fourth, to the Issuer in reduction of the Principal Overcollateralization Amount.

SECTION 4.5. Payments.

(a)          On each Payment Date, the Issuer shall pay to each Class A Noteholder of record on the related Record Date such Class A Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment Date and as are payable to the Class A Noteholders pursuant to this Indenture Supplement.

(b)          On each Payment Date, the Issuer shall pay to each Class B Noteholder of record on the related Record Date such Class B Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment Date and as are payable to the Class B Noteholders pursuant to this Indenture Supplement.

(c)          On each Payment Date, the Issuer shall pay to each Class C Noteholder of record on the related Record Date such Class C Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment Date and as are payable to the Class C Noteholders pursuant to this Indenture Supplement.

(d)          The payments to be made pursuant to this Section 4.5 are subject to the provisions of Section 7.1 of this Indenture Supplement.

(e)          All payments to Noteholders hereunder shall be made by (i) check mailed to each Series 2012-4 Noteholder (at such Noteholder’s address as it appears in the Note Register), except that for any Series 2012-4 Notes registered in the name of the nominee of a Clearing Agency, such payment shall be made by wire transfer of immediately available funds, and (ii) except as provided in Section 2.7(b) of the Indenture, without presentation or surrender of any Series 2012-4 Note or the making of any notation thereon.

SECTION 4.6. Investor Charge-Offs. On each Determination Date, the Issuer shall calculate the Investor Default Amount for the preceding Monthly Period. If, on any Transfer Date, the sum of the Investor Default Amount for the preceding Monthly Period exceeds the amount of Available Non-Principal Collections allocated with respect thereto pursuant to Section 4.4(a)(vi) with respect to such Transfer Date and the amount withdrawn from the Reserve Account on such Transfer Date and applied pursuant to Section 4.4(a)(vi), the Collateral Amount will be reduced (but not below zero) by the amount of such excess (such reduction, an “Investor Charge-Off”).

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SECTION 4.7. Reallocated Principal Collections. On each Transfer Date, after giving effect to Section 4.10(a), the Issuer shall apply Investor Principal Collections with respect to that Transfer Date to fund any deficiency pursuant to and in the priority set forth in Sections 4.4(a)(i) through (v) (any such Principal Collections so allocated, “Reallocated Principal Collections”); provided, that for any Monthly Period, Reallocated Principal Collections may not exceed the Monthly Principal Reallocation Amount for such Monthly Period. On each Transfer Date, the Collateral Amount shall be reduced by the amount of Reallocated Principal Collections for such Transfer Date.

SECTION 4.8. Excess Non-Principal Collections. Series 2012-4 shall be an Excess Allocation Series with respect to Group One only. Subject to Section 8.6 of the Indenture, Excess Non-Principal Collections with respect to the Excess Allocation Series in Group One for any Transfer Date will be allocated to Series 2012-4 in an amount equal to the product of (x) the aggregate amount of Excess Non-Principal Collections with respect to all the Excess Allocation Series in Group One for the related Payment Date and (y) a fraction, the numerator of which is the Non-Principal Shortfall for Series 2012-4 for such Payment Date and the denominator of which is the aggregate amount of Non-Principal Shortfalls for all the Excess Allocation Series in Group One for such Payment Date. The “Non-Principal Shortfall” for Series 2012-4 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 2012-4 on any Transfer Date will be equal to the product of (x) the aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series for such Transfer Date and (y) a fraction, the numerator of which is the Principal Shortfall for Series 2012-4 for such Transfer Date and the denominator of which is the aggregate amount of Principal Shortfalls for all the Series which are Principal Sharing Series for such Transfer Date. The “Principal Shortfall” for Series 2012-4 will be equal to (a) for any Transfer Date with respect to the Revolving Period or any Transfer Date during the Early Amortization Period prior to the Transfer Date relating to the earlier of (i) the Expected Principal Payment Date and (ii) the date on which all outstanding Series are in early amortization periods, zero, (b) for any Transfer Date with respect to the Controlled Accumulation Period, the excess, if any, of (i) the Controlled Deposit Amount over (ii) the amount of Available Principal Collections for such Transfer Date (excluding any portion thereof attributable to Shared Principal Collections or amounts available to be treated as Available Principal Collections pursuant to clauses (vi) and (vii) of Section 4.4(a)) and (c) for any Transfer Date relating to any Payment Date on or after the earlier of (i) the Expected Principal Payment Date and (ii) the date on which all outstanding Series are in early amortization periods, the sum of the Note Principal Balance and the Principal Overcollateralization Amount with respect to such Transfer Date.

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SECTION 4.10. Reserve Account. 

(a)          On each Transfer Date, if the aggregate amount of Available Non-Principal Collections is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through (vi) of Section 4.4(a), the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to the Available Reserve Account Amount and shall apply such amount in accordance with such clauses of Section 4.4(a).

(b)          On the Series 2012-4 Final Maturity Date, and on any day following the occurrence of an Event of Default with respect to Series 2012-4 that has resulted in the acceleration of the Series 2012-4 Notes, the Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and deposit such amount in the Distribution Account for payment to the Series 2012-4 Noteholders to fund any shortfalls in amounts owed to the Series 2012-4 Noteholders in the order of priority described in Section 4.4(a).

(c)          If on any Transfer Date, after giving effect to all withdrawals from the Reserve Account, the Available Reserve Account Amount is less than the Required Reserve Account Amount then in effect, Available Non-Principal Collections shall be deposited into the Reserve Account pursuant to Section 4.4(a)(viii) up to the amount of the Reserve Account Deficiency.

(d)          If, after giving effect to all withdrawals from and deposits to the Reserve Account on any Transfer Date, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, an amount equal to such excess shall be withdrawn from the Reserve Account and distributed to the Issuer on the related Payment Date. On the date on which the Reserve Account has been terminated, after giving effect to any withdrawal on such date pursuant to Section 4.10(a) or Section 4.10(b) and making any payments to the Series 2012-4 Noteholders required pursuant to this Indenture Supplement, all amounts then remaining in the Reserve Account shall be released to the Issuer.

(e)          The Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Principal Balance has been paid in full and all other amounts payable to the Series 2012-4 Noteholders have been paid in full; (ii) the Series 2012-4 Final Maturity Date; and (iii) the termination of the Issuer.

(f)          On the Closing Date, the Issuer or the Transferor will deposit or cause to be deposited in the Reserve Account an amount equal to the Required Reserve Account Amount (determined after giving effect to the issuance of Series 2012-4 Notes on the Closing Date).

SECTION 4.11. Investment of Amounts on Deposit in Series Accounts.

(a)          To the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date.

(b)          On each Transfer Date, the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Reserve Account or the Principal Account shall be treated as Available Non-Principal Collections and paid or deposited in accordance with Section 4.4(a). Subject to the foregoing, for purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Indenture Supplement, all Investment Earnings shall be deemed not to be available or on deposit.

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SECTION 4.12. Controlled Accumulation Period. The Controlled Accumulation Period is scheduled to commence at the beginning of business on the Controlled Accumulation Date. On each Determination Date until the Controlled Accumulation Date, the Issuer shall review the amount of expected Principal Collections and determine the Controlled Accumulation Period Length; provided, that if the Controlled Accumulation Period Length (determined as described below) on any Determination Date is less than or more than the number of months in the scheduled Controlled Accumulation Period, upon written notice to the Indenture Trustee, with a copy to each Rating Agency, the Issuer shall either postpone or accelerate, as applicable, the Controlled Accumulation Date, so that as a result, the number of Monthly Periods in the Controlled Accumulation Period will equal the Controlled Accumulation Period Length; provided, that the length of the Controlled Accumulation Period will not be less than one (1) month. The “Controlled Accumulation Period Length” will mean a number of whole months such that the amount available for payment of principal on the Notes and the reduction of the Principal Overcollateralization Amount on the Expected Principal Payment Date is expected to equal or exceed the Note Principal Balance plus the Principal Overcollateralization Amount, assuming for this purpose that (1) the weighted average principal payment rate on the Receivables held by the Issuer will be no greater than the lowest weighted average monthly principal payment rate for the Receivables held by the Issuer for the prior twelve (12) Monthly Periods, (2) the total amount of Principal Receivables held by the Issuer in the Trust (and the principal amount on deposit in the Excess Funding Account, if any) remains constant at the level on such date of determination, (3) no Early Amortization Event with respect to any Series will subsequently occur and (4) no additional Series (other than any Series being issued on such date of determination) will be subsequently issued by the Issuer. Any notice by the Issuer modifying the commencement of the Controlled Accumulation Period pursuant to this Section 4.12 shall specify (i) the Controlled Accumulation Period Length and (ii) the commencement date of the Controlled Accumulation Period.

SECTION 4.13. Determination of LIBOR.

(a)          On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for period of the Designated Maturity.

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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 212-250-4855 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice to each Series 2012-4 Noteholder from time to time.

(c)          On each LIBOR Determination Date, the Indenture Trustee shall send to the Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

ARTICLE V
Delivery of Series 2012-4 Notes;
Reports to Series 2012-4 Noteholders

SECTION 5.1. Delivery and Payment for the Series 2012-4 Notes.

The Issuer shall execute and issue, and the Authenticating Agent shall authenticate, the Series 2012-4 Notes in accordance with Section 2.2 of the Indenture. The Indenture Trustee shall deliver or cause to be delivered the Series 2012-4 Notes to or upon Issuer Order when so authenticated.

SECTION 5.2. Reports and Statements to Series 2012-4 Noteholders.

(a)          Not later than the second Business Day preceding each Payment Date, the Issuer shall deliver, or cause the Master Servicer to deliver to the Trustee, the Indenture Trustee (who shall deliver to or cause to be delivered to each Series 2012-4 Noteholder) and each Rating Agency a statement substantially in the form of Exhibit B prepared by the Master Servicer; provided, that the Issuer may amend the form of Exhibit B from time to time with the prior written consent of the Indenture Trustee.

(b)          On or before January 31 of each calendar year, beginning in the first January to occur after the Closing Date, the Indenture Trustee, on behalf of the Issuer, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 2012-4 Noteholder the information for the preceding calendar year, or the applicable portion thereof during which the Person was a Noteholder, as is required to be provided by an issuer of indebtedness under the Code to the holders of the Issuer’s indebtedness and such other customary information as is necessary to enable such Noteholder to prepare its federal income tax returns. Notwithstanding anything to the contrary contained in this Agreement, the Indenture Trustee, on behalf of the Issuer, shall, to the extent required by applicable law, from time to time furnish to the appropriate Persons, at least five (5) Business Days prior to the end of the period required by applicable law, the information required to complete a Form 1099-INT.

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ARTICLE VI
Series 2012-4 Early Amortization Events

SECTION 6.1. Series 2012-4 Early Amortization Events. If any one of the following events shall occur with respect to the Series 2012-4 Notes:

(a)          (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Second Tier Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Second Tier Agreement (excluding matters addressed by clause (i) above), which failure has a material adverse effect on Series 2012-4 and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer or the Transferor, as applicable, by the Indenture Trustee, or to the Issuer, the Transferor and the Indenture Trustee by any Noteholder of the Series 2012-4 Notes;

(b)          any representation or warranty made by the Transferor in the Second Tier Agreement or by the Issuer in the Indenture and the Indenture Supplement or any information contained in an account schedule required to be delivered by the Transferor pursuant to Section 2.1(c) or Section 2.6(c) of the Second Tier Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of the same, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series 2012-4 Notes, and as a result of which the interests of Series 2012-4 are materially and adversely affected and continue to be materially and adversely affected for such period; provided,that a Series 2012-4 Early Amortization Event pursuant to this Section 6.1(b) shall not be deemed to have occurred hereunder if Transferor has accepted reassignment of the related Transferred Receivable or Transferred Receivables, if applicable, during such period in accordance with the provisions of the Second Tier Agreement;

(c)          a failure by Transferor under the Second Tier Agreement to convey Transferred Receivables in Additional Accounts (or to convey participations) to the Issuer when it is required to convey such Transferred Receivables (or to convey participations) pursuant to Section 2.6 of the Second Tier Agreement;

(d)          any Servicer Default or any Indenture Servicer Default shall occur;

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(e)          either (a)(i) on any Transfer Date occurring in the months of February through April, the average of the Monthly Payment Rates for the three (3) preceding Monthly Periods is less than sixteen percent (16%) (or a lower percentage designated by the Transferor if the Rating Agency Condition is satisfied with respect thereto), (ii) on any Transfer Date occurring in the months of May or June, the average of the Monthly Payment Rates for the three (3) preceding Monthly Periods is less than eighteen percent (18%) (or a lower percentage designated by the Transferor if the Rating Agency Condition is satisfied with respect thereto), (iii) on any Transfer Date occurring in the months of July through October, the average of the Monthly Payment Rates for the three (3) preceding Monthly Periods is less than twenty-three percent (23%) (or a lower percentage designated by the Transferor if the Rating Agency Condition is satisfied with respect thereto), or (iv) on any Transfer Date occurring in the months of November through January, the average of the Monthly Payment Rates for the three (3) preceding Monthly Periods is less than eighteen percent (18%) (or a lower percentage designated by the Transferor if the Rating Agency Condition is satisfied with respect thereto), or (b) on any Transfer Date, the average Default Rate over the three immediately preceding Monthly Periods is greater than or equal to five percent (5%);

(f)          the Note Principal Balance shall not be paid in full on the Expected Principal Payment Date;

(g)          without limiting the foregoing, the occurrence of an Event of Default with respect to the Series 2012-4 Notes that results in the acceleration of the maturity of the Series 2012-4 Notes pursuant to Section 5.3 of the Indenture;

(h)          the sum of all investments (other than Receivables) held in trust accounts of the Issuer and, without duplication, amounts held in the Excess Funding Account, represents more than fifty percent (50%) of the dollar amount of the assets of the Issuer on each of six or more consecutive monthly Determination Dates, after giving effect to all payments made or to be made on the Payment Dates relating to those Determination Dates; or

(i)          (i) on any Payment Date, after giving effect to withdrawals from and deposits into the Reserve Account, the Reserve Account balance is less than the product of (A) the Required Reserve Account Percentage minus one-fourth of one percent (0.25%) and (B) the Note Principal Balance, or (ii) on the Payment Date after a withdrawal from the Reserve Account that does not result in an Early Amortization Event pursuant to the preceding clause, after giving effect to withdrawals from and deposits into the Reserve Account, the Reserve Account balance is less than the product of (A) the Required Reserve Account Percentage and (B) the Note Principal Balance;

then, in the case of any event described in subsection (a), (b) or (d), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the Noteholders of Series 2012-4 Notes evidencing more than fifty percent (50%) of the aggregate unpaid principal amount of Series 2012-4 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series 2012-4 Noteholders) may declare that a “Series Early Amortization Event” with respect to Series 2012-4 (a “Series 2012-4 Early Amortization Event”) has occurred as of the date of such notice, and, in the case of any event described in subsection (c), (e), (f), (g), (h) or (i), a Series 2012-4 Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Series 2012-4 Noteholders immediately upon the occurrence of such event.

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ARTICLE VII
Redemption of Series 2012-4 Notes;
Final Distributions; Series Termination

SECTION 7.1. Optional Redemption of Series 2012-4 Notes; Final Distributions.

(a)          On any day occurring on or after the date on which the outstanding principal balance of the Series 2012-4 Notes plus the Principal Overcollateralization Amount is reduced to ten percent (10%) or less of the Initial Collateral Amount, the Transferor has the option pursuant to the Trust Agreement to reduce the Collateral Amount to zero by paying a purchase price equal to the greater of (x) the Collateral Amount plus the Allocation Percentage of outstanding Non-Principal Receivables, and (y) (i) if such day is a Payment Date, the Reassignment Amount for such Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount for the Payment Date following such day. If Transferor exercises such option, the Issuer will apply such purchase price to repay the Series 2012-4 Notes in full as specified below.

(b)          In order to exercise such option, the Issuer shall give the Indenture Trustee at least thirty (30) days’ prior written notice of the date on which Transferor intends to exercise such optional redemption. Not later than 3:00 p.m., New York City time, on the day of such redemption, the Issuer shall deposit into the Collection Account in immediately available funds the Reassignment Amount. Such redemption option is subject to payment in full of the Reassignment Amount. Following such deposit into the Collection Account in accordance with the foregoing, the Collateral Amount for Series 2012-4 shall be paid in full and the Series 2012-4 Noteholders shall have no further security interest or other interest in the Transferred Receivables. The Reassignment Amount shall be paid as set forth in Section 7.1(d).

(c)          The amount to be paid by the Issuer with respect to Series 2012-4 in connection with a repurchase of the Series 2012-4 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 net proceeds of any sale of Transferred Receivables pursuant to Section 5.3 of the Indenture with respect to Series 2012-4, the Indenture Trustee shall, in accordance with an Issuer Order, not later than 3:00 p.m., New York City time, on the related Payment Date, make payments of the following amounts (in the priority set forth below and, in each case, after giving effect to any deposits and payments otherwise to be made on such date) in immediately available funds: (i) an amount equal to the Class A Monthly Interest due and payable on such Payment Date (or any prior Payment Date that has not been paid) will be paid, pro rata, to the Class A Noteholders, to the extent permitted by applicable law, (ii) the Class A Note Principal Balance on such Payment Date will be paid, pro rata, to the Class A Noteholders, (iii) an amount equal to the Class B Monthly Interest due and payable on such Payment Date (or any prior Payment Date that has not been paid) will be paid, pro rata, to the Class B Noteholders, to the extent permitted by applicable law, (iv) the Class B Note Principal Balance on such Payment Date will be paid, pro rata, to the Class B Noteholders, (v) an amount equal to the Class C Monthly Interest due and payable on such Payment Date (or any prior Payment Date that has not been paid) will be paid, pro rata, to the Class C Noteholders to the extent permitted by applicable law, (vi) the Class C Note Principal Balance on such Payment Date will be paid, pro rata, to the Class C Noteholders, (vii) an amount equal to any required yield payments on the Principal Overcollateralization Amount will be released to the Issuer, (viii) the remainder shall be released to the Issuer in reduction of the Principal Overcollateralization Amount until the Principal Overcollateralization Amount has been paid in full and (ix) any excess shall be released to the Issuer.

27 2012-4 Indenture Supplement

SECTION 7.2. Series Termination.

On the Series 2012-4 Final Maturity Date, the unpaid principal amount of the Series 2012-4 Notes shall be due and payable.

ARTICLE VIII
Miscellaneous Provisions

SECTION 8.1. Ratification of Indenture; Amendments. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument. This Indenture Supplement may be amended only in accordance with the terms of Section 9.1 or 9.2 of the Indenture. For purposes of the application of Section 9.2 of the Indenture to any amendment of this Indenture Supplement, the Series 2012-4 Noteholders shall be the only Noteholders whose vote shall be required.

SECTION 8.2. Form of Delivery of the Series 2012-4 Notes. The Series 2012-4 Notes shall be Book-Entry Notes and shall be delivered as provided in Section 2.1 and 2.2 of the Indenture.

SECTION 8.3. Counterparts. This Indenture Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

SECTION 8.4. GOVERNING LAW.

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

28 2012-4 Indenture Supplement

(b)          EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS INDENTURE SUPPLEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS INDENTURE SUPPLEMENT;PROVIDED,THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER, THAT NOTHING IN THIS INDENTURE SUPPLEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE Series 2012-4 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.

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

SECTION 8.5. Limitation of Liability. Notwithstanding any other provision herein or elsewhere, this Agreement has been executed and delivered by BNY Mellon Trust of Delaware, not in its individual capacity, but solely in its capacity as Trustee of the Issuer, in no event shall BNY Mellon Trust of Delaware in its individual capacity have any liability in respect of the representations, warranties, or obligations of the Issuer hereunder or under any other document, as to all of which recourse shall be had solely to the assets of the Trust, and for all purposes of this Agreement and each other document, the Trustee (as such or in its individual capacity) shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

SECTION 8.6. Rights of the Indenture Trustee. The Indenture Trustee shall have herein the same rights, protections, indemnities and immunities as specified in the Indenture.

29 2012-4 Indenture Supplement

SECTION 8.7. No Petition. Each holder of a Note by its acceptance of a Note will be deemed to covenant and agree that (i) it will not at any time directly or indirectly institute or cause to be instituted against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Debtor Relief Law unless holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Outstanding Principal Balance of each Class of each Series have approved such filing; and (ii) it will not at any time directly or indirectly institute or cause to be instituted against the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Debtor Relief Law in connection with any obligation relating to the Notes, the Indenture or any of the Related Documents.

SECTION 8.8. Notes to be Treated as Debt for Tax. It is the intent of the parties hereto that, for purposes of Federal, State and local income and franchise tax and any other tax measured in whole or in part by income, the Class A Notes, the Class B Notes and the Class C Notes shall be treated as debt.

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

[SIGNATURE PAGES FOLLOW]

30 2012-4 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: BNY MELLON TRUST OF DELAWARE, not in its individual capacity, but as Trustee on behalf of Issuer
By:
	Name:
	Title:

S-1 2012-4 Indenture Supplement

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
By:
	Name:
	Title:

By:
	Name:
	Title:

S-2 2012-4 Indenture Supplement

EXHIBIT A-1

FORM OF CLASS A SERIES 2012-4 ASSET BACKED NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT (i) it will not at any time directly or indirectly institute or cause to be instituted against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law unless Noteholders of not less than sixty-six and two-thirds percent (66 2/3%) of the Outstanding Principal BALANCE of each Class of each Series have approved such filing; and (ii) it will not at any time directly or indirectly institute or cause to be instituted against GE DEALER FLOORPLAN MASTER NOTE TRUST or CDF Funding, Inc. any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.

THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

A-1-1 2012-4 Indenture Supplement

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A "PLAN" (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

A-1-2 2012-4 Indenture Supplement

REGISTERED
No. R- $ _____________⁽¹⁾   CUSIP NO. 36159L CC8

GE DEALER FLOORPLAN MASTER NOTE TRUST
SERIES 2012-4

CLASS A SERIES 2012-4 ASSET BACKED NOTE

GE Dealer Floorplan Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of August 12, 2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of [_] DOLLARS ($[_])¹, or such greater or lesser amount as determined in accordance with the Indenture, on the Series 2012-4 Final Maturity Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the rate and in the manner set forth in the Indenture Supplement referred to herein. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year and the actual number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to herein.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to herein, or be valid for any purpose.

¹ The aggregate amount of the Class A Notes is equal to the Class A Note Initial Principal Balance. Notes will be prepared in denominations of $100,000 and integral multiples of $1,000 not to exceed five hundred million dollars ($500,000,000).

A-1-3 2012-4 Indenture Supplement

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

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

Dated:

A-1-4 2012-4 Indenture Supplement

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A Notes described in the within-mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
By:
	Name:
	Title:

Dated:

A-1-5 2012-4 Indenture Supplement

GE DEALER FLOORPLAN MASTER NOTE TRUST
SERIES 2012-4

CLASS A SERIES 2012-4 ASSET BACKED NOTE

This Class A Note (this “Note”) is one of a duly authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan Master Note Trust, Series 2012-4 (the “Series 2012-4 Notes”), issued under a Master Indenture dated as of August 12, 2004 (as amended, modified or supplemented from time to time, the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas (successor in interest to Wilmington Trust Company), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2012-4 Indenture Supplement dated as of November 9, 2012 (the “Indenture Supplement”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Class B Notes and the Class C Notes will also be issued under the Indenture.

The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note for payment hereunder and that neither the Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the Indenture, subject to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.

THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, CDF FUNDING, INC., GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, POLARIS ACCEPTANCE, BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Note is registered as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

A-1-6 2012-4 Indenture Supplement

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

A-1-7 2012-4 Indenture Supplement

ASSIGNMENT

Social Security or other identifying number of assignee _________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                   (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints                              attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		**
	Signature Guaranteed:

^** The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-1-8 2012-4 Indenture Supplement

EXHIBIT A-2

FORM OF CLASS B SERIES 2012-4 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 FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

A-2-1 2012-4 Indenture Supplement

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

A-2-2 2012-4 Indenture Supplement

REGISTERED
No. R- $12,632,000
CUSIP NO. 36159L CD6

GE DEALER FLOORPLAN MASTER NOTE TRUST
SERIES 2012-4

CLASS B SERIES 2012-4 ASSET BACKED NOTE

GE Dealer Floorplan Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of August 12, 2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of TWELVE MILLION SIX HUNDRED AND THIRTY TWO THOUSAND ($12,632,000), or such greater or lesser amount as determined in accordance with the Indenture, on the Series 2012-4 Final Maturity Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the rate and in the manner set forth in the Indenture Supplement referred to herein. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year and the actual number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to herein.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to herein, or be valid for any purpose.

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

A-2-3 2012-4 Indenture Supplement

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

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

Dated:

A-2-4 2012-4 Indenture Supplement

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes described in the within-mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
By:
	Name:
	Title:

Dated:

A-2-5 2012-4 Indenture Supplement

GE DEALER FLOORPLAN MASTER NOTE TRUST
SERIES 2012-4

CLASS B SERIES 2012-4 ASSET BACKED NOTE

This Class B Note (this “Note”) is one of a duly authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan Master Note Trust, Series 2012-4 (the “Series 2012-4 Notes”), issued under a Master Indenture dated as of August 12, 2004 (as amended, modified or supplemented from time to time, the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas (successor in interest to Wilmington Trust Company), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2012-4 Indenture Supplement dated as of November 9, 2012 (the “Indenture Supplement”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Class A Notes and the Class C Notes will also be issued under the Indenture.

The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note for payment hereunder and that neither the Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the Indenture, subject to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.

THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, CDF FUNDING, INC., GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, POLARIS ACCEPTANCE, BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Note is registered as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

A-2-6 2012-4 Indenture Supplement

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

A-2-7 2012-4 Indenture Supplement

ASSIGNMENT

Social Security or other identifying number of assignee _________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                   (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints                              attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		**
	Signature Guaranteed:

^** The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-2-8 2012-4 Indenture Supplement

EXHIBIT A-3

FORM OF CLASS C SERIES 2012-4 ASSET BACKED NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

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

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

A-3-1 2012-4 Indenture Supplement

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT (i) it will not at any time directly or indirectly institute or cause to be instituted against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law unless Noteholders of not less than sixty-six and two-thirds percent (66 2/3%) of the Outstanding Principal BALANCE of each Class of each Series have approved such filing; and (ii) it will not at any time directly or indirectly institute or cause to be instituted against GE DEALER FLOORPLAN MASTER NOTE TRUST or CDF Funding, Inc. any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE RELATED DOCUMENTS.

THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY (EACH, A “BENEFIT PLAN”) OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

A-3-2 2012-4 Indenture Supplement

REGISTERED
No. R- $18,948,000
CUSIP NO. 36159L CE4

GE DEALER FLOORPLAN MASTER NOTE TRUST
SERIES 2012-4

CLASS C SERIES 2012-4 ASSET BACKED NOTE

GE Dealer Floorplan Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement dated as of August 12, 2004, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of EIGHTEEN MILLION NINE HUNDRED AND FORTY EIGHT THOUSAND DOLLARS ($18,948,000), or such greater or lesser amount as determined in accordance with the Indenture, on the Series 2012-4 Final Maturity Date, except as otherwise provided below or in the Indenture. The Issuer will pay interest on the unpaid principal amount of this Note at the rate and in the manner set forth in the Indenture Supplement referred to herein. Interest on this Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year and the actual number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to herein.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to herein, or be valid for any purpose.

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

A-3-3 2012-4 Indenture Supplement

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

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

Dated:

A-3-4 2012-4 Indenture Supplement

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class C Notes described in the within-mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
By:
	Name:
	Title:

Dated:

A-3-5 2012-4 Indenture Supplement

GE DEALER FLOORPLAN MASTER NOTE TRUST
SERIES 2012-4

CLASS C SERIES 2012-4 ASSET BACKED NOTE

This Class C Note (this “Note”) is one of a duly authorized issue of Notes of the Issuer, designated as GE Dealer Floorplan Master Note Trust, Series 2012-4 (the “Series 2012-4 Notes”), issued under a Master Indenture dated as of August 12, 2004 (as amended, modified or supplemented from time to time, the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas (successor in interest to Wilmington Trust Company), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2012-4 Indenture Supplement dated as of November 9, 2012 (the “Indenture Supplement”), and representing the right to receive certain payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture and this Note, the Indenture shall control.

The Class A Notes and the Class B Notes will also be issued under the Indenture.

The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Note for payment hereunder and that neither the Trustee nor the Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of the Indenture Trustee as expressly provided in the Indenture, subject to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.

THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, GENERAL ELECTRIC CAPITAL CORPORATION, CDF FUNDING, INC., GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, POLARIS ACCEPTANCE, BRUNSWICK ACCEPTANCE COMPANY, LLC OR ANY OF THEIR AFFILIATES (OTHER THAN THE ISSUER), AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

The Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee shall treat the person in whose name this Note is registered as the owner hereof for all purposes, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

A-3-6 2012-4 Indenture Supplement

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

A-3-7 2012-4 Indenture Supplement

ASSIGNMENT

Social Security or other identifying number of assignee _________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                   (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints                              attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises.

Dated:		**
	Signature Guaranteed:

^** The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-3-8 2012-4 Indenture Supplement

EXHIBIT B

Form of Monthly Servicer’s Certificate

GE Dealer Floorplan Master Note Trust
Series 2012-4

Payment Date:	[•]
Collection Period Ended:	[•]
Closing Date:	November 9,   2012
Next Payment Date:	[•]
Expected Principal Payment Date:	[•]
Final Maturity Date:	[•]

Note Payment Detail

Class

CUSIP

Interest Rate

Original Face Value

Beginning Class Balance

Principal Payment Amount

Interest Payment Amount

Total

Ending Class Balance

A

[•]

[•]

%

$

[•]

$

[•]

$

[•]

$

[•]

$

[•]

$

[•]

B

[•]

[•]

%

[•]

[•]

[•]

[•]

[•]

[•]

C

[•]

[•]

%

[•]

[•]

[•]

[•]

[•]

[•]

TOTALS

$

[•]

$

[•]

$

[•]

$

[•]

$

[•]

$

[•]

$

[•]

Beginning of Month Balance	$	[•]
New Volume		[•]
Principal Collections		[•]
Defaulted Amount		[•]
End of Month Balance	$	[•]
Annualized Yield		[•]	%
Aggregate Principal Receivables
End of Month Balance	$	[•]
Adjustment for charged-off Receivables	$	[•]
Aggregate Principal Receivables	$	[•]

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

B-1 2012-4 Indenture Supplement

Collections	Total		Overconcentrations
Principal Collections		[•]		[•]		[•]
Non-Principal Collections		[•]		[•]		[•]
Total Collections	$	[•]	$	[•]	$	[•]
Defaults
Default Amount	$	[•]	$	[•]	$	[•]

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

B-2 2012-4 Indenture Supplement

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

Excess Non Principal Collections for Series 2012-4	$	[•]
[Include rows for each outstanding series.]		[•]
Total Excess Non Principal Collections	$	[•]
Non Principal Shortfalls for Series 2012-4	$	[•]
[Include rows for each outstanding series.]		[•]
Total Non Principal Shortfalls	$	[•]
Aggregate Excess Non Principal Collections Applied to Non Principal Shortfalls for Series 2012-4	$	[•]
[Include rows for each outstanding series.]		[•]
Total Aggregate Excess Non Principal Collections Applied to Non Principal Shortfalls	$	[•]
Released to Transferor	$	[•]
(b)     Revolving Period

Principal Collections Allocated to Series According to Section 4.3(b)(ii)(x) of Indenture Supplement	$	[•]
Available Principal Collections Treated as Shared Principal Collections Applied According to Section 8.5 of Indenture	$	[•]

B-3 2012-4 Indenture Supplement

(c)     Controlled Accumulation Period
Principal Collections Allocated to Series According to Section 4.3(b)(ii)(y) of Indenture Supplement	$	[•]
Available Principal Collections treated as Shared Principal Collections	$	[•]
(i)          Monthly Principal Deposited into the Principal Account	$	[•]
(ii)         Monthly Principal Deposited to Distribution Account and paid to:
Class A	$	[•]
Class B	$	[•]
Class C	$	[•]
(iii)        Principal Overcollateralization Amount	$	[•]
(iv)        Amounts Remaining as Shared Principal Collections Applied According to Section 8.5 of Indenture	$	[•]

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

Shared Principal Collections for Principal Sharing Series
Aggregate Shared Principal Collections for Principal Sharing Series	$	[•]
Aggregate Principal Shortfall for Principal Sharing Series	$	[•]
Aggregate Shared Principal Collections to Principal Shortfall for Series 2012-4	$	[•]
[Include rows for each outstanding series.]
Amount Deposited into the Excess Funding Account	$	[•]
Released to Issuer	$	[•]

B-4 2012-4 Indenture Supplement

Credit Enhancement (Series Level)
Required Reserve Account
Required Reserve Account Percentage		[•]	%
Note Principal Balance	$	[•]
Required Reserve Account Amount	$	[•]
Reserve Account Interest Earnings withdrawn	$	[•]
Beginning Reserve Account Amount	$	[•]
Reserve Account Deposits	$	[•]
Reserve Account Withdrawals	$	[•]
Ending Reserve Account Amount	$	[•]
Reserve Account Deficiency	$	[•]
Principal Overcollateralization Amount	$	[•]
Non Principal Account (Series Level Account)
Beginning Balance	$	[•]
Deposits		[•]
Disbursements		[•]
Ending Balance	$	[•]
Principal Account (Series Level Account)
Beginning Balance	$	[•]
Deposits		[•]
Disbursements		[•]
Ending Balance	$	[•]
Free Equity Amount (Trust Level)
Note Trust Principal Balance	$	[•]
Note Principal Balance	$	[•]
Principal Overcollateralization Amount	$	[•]
Excess Investor Charge-offs and Reallocated Principal Collections	$	[•]
Aggregate Collateral Amount for all Series of Notes Outstanding		[•]
Free Equity Amount	$	[•]
Minimum Free Equity Percentage		[•]	%
Total Overconcentration		[•]
Minimum Free Equity Amount	$	[•]

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

B-5 2012-4 Indenture Supplement

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

B-6 2012-4 Indenture Supplement

(9)  The sum of all investments held in trust accounts of the Issuer >50% of the assets of the Issuer
Current Month	[•]	%
Prior Month	[•]	%
Second Prior Month	[•]	%
Third Prior Month	[•]	%
Fourth Prior Month	[•]	%
Fifth Prior Month	[•]	%
(10)  Have any new series been issued during the related monthly collection period?	[Y/N]
(11) Have any account additions or account removals (other than Inactive Accounts) occurred during the related monthly collection period?	[Y/N]

Delinquency

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

B-7 2012-4 Indenture Supplement

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

General Electric Capital Corporation,

as Master Servicer

By: 

Name:

Title:

B-8 2012-4 Indenture Supplement