RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT

Exhibit 4.7

RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT

between

CDF FUNDING, INC.,

as Seller,

and

GE DEALER FLOORPLAN MASTER NOTE TRUST,

as Buyer

Dated as of August 12, 2004

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

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

ARTICLE I

DEFINITIONS

     Section 1.1 Definitions.

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

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

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

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

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

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

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

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

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

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

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

     “Agreement” is defined in the preamble.

     “Agreement Termination Date” is defined in Section 7.4.

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

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

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

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

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

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

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

     “Buyer” is defined in the preamble.

     “Closing Date” means August 12, 2004.

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

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

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

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

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

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

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

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

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

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

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

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

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

     “Early Amortization Event” is defined in the Indenture.

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

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

     “Excess Funding Account” is defined in the Indenture.

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

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

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

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

     “Free Equity Amount” is defined in the Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “Monthly Period” means a calendar month.

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

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

     “Noteholder” is defined in the Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “Rating Agency” is defined in the Indenture.

     “Rating Agency Condition” is defined in the Indenture.

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

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

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

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

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

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

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

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

     “Required Principal Balance” is defined in the Indenture.

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

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

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

     “Seller” means CDF Funding, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

SALES

     Section 2.1 Sales.

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

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

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

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

     Section 2.2 Acceptance by Buyer.

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

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

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

     Section 2.3 Characterization of Transfers.

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

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

     Section 2.4 Purchase Price.

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

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

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

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

     Section 2.6 Addition of Accounts.

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

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

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

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

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

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

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

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

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

     Section 2.7 Removal of Accounts.

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

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

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

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

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

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

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

     (vi) the Outstanding Balance of the Principal Receivables in such Removed Accounts will not exceed ten billion dollars ($10,000,000,000) or such higher dollar amount as to which the Rating Agency Condition may be satisfied (such Rating Agency Condition shal