RECEIVABLES SALE AGREEMENT

Exhibit 4.6

RECEIVABLES SALE AGREEMENT

among

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,

as a Seller,

TRANSAMERICA COMMERCIAL FINANCE CORPORATION,

as a Seller,

BRUNSWICK ACCEPTANCE COMPANY, LLC ,

as a Seller,

and

CDF FUNDING, INC.,

as Buyer

Dated as of August 12, 2004

Receivables Sale Agreement

Table of Contents

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Table of Contents
(continued)

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     RECEIVABLES SALE AGREEMENT, dated as of August 12, 2004 (this “Agreement”), among GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Nevada corporation, as a Seller, TRANSAMERICA COMMERCIAL FINANCE CORPORATION, a Delaware corporation, as a Seller, BRUNSWICK ACCEPTANCE COMPANY, LLC, a Delaware limited liability company, as a Seller, and CDF FUNDING, INC., a Delaware corporation, 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.

Receivables Sale Agreement

     “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 Purchase Prices paid for such Transferred Receivables, less all Collections in respect of such Receivables received by Buyer.

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

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     “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.

     “CDF” means GE Commercial Distribution Finance Corporation, a Delaware corporation.

     “Class” is defined in the Indenture.

     “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, with respect to a Seller, such Seller’s policies and procedures relating to the Receivables, including the policies and procedures for determining the creditworthiness of Dealers and the extension of credit to Dealers, and relating to the

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maintenance of Accounts and collection of Receivables, as such policies and procedures may be amended from time to time.

     “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 the Sellers’ customary and usual servicing procedures for servicing Dealer receivables comparable to the Receivables which have not been sold to third parties.

     “Delayed Funding Receivable” means a Receivable in respect of which the related Floorplan Agreement permits an Originator to delay payment of the purchase price of the related Product to the Manufacturer for a specified period after the invoice date for such Product; provided that such Receivable shall be a Delayed Funding Receivable only until such Originator funds the payment of such purchase price.

     “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” is defined in the Indenture.

     “Eligible Account” means a revolving credit arrangement payable in U.S. dollars between an Originator and a Dealer, which arrangement, as of the date of determination with respect thereto: (a) is in favor of a Dealer (i) which is doing business in the United States, (ii) which has not been identified by a Seller as being the subject of any voluntary or involuntary bankruptcy proceeding or liquidation proceeding, and (iii) in which neither GE Capital nor any

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Affiliate thereof has an equity investment; (b) is serviced by a Seller or an Affiliate thereof; and (c) arises under a Financing Agreement that is in full force and effect.

          “Eligible Receivable” means a Receivable:

          (a) that has arisen under an Eligible Account;

          (b) that was created in compliance with the Credit and Collection Policies and all Requirements of Law applicable to the related Originator, other than those Requirements of Law the failure to comply with would not have a material adverse effect on Buyer or any of its creditors or assigns, and pursuant to a Financing Agreement that complies with all Requirements of Law applicable to the related Originator, other than those Requirements of Law the failure to comply with would not have a material adverse effect on Buyer or any of its creditors or assigns;

          (c) with respect to which all consents, licenses, approvals or authorizations of, or registrations with, any Governmental Authority required to be obtained or made by the related Originator in connection with the creation of such Receivable or the execution, delivery and performance by the related Originator of the related Financing Agreement, have been duly obtained or made and are in full force and effect as of the date of creation of such Receivable, but failure to comply with this clause (c) shall not cause a Receivable not to be an Eligible Receivable if, and to the extent that, the failure to so obtain or make any such consent, license, approval, authorization or registration would not have a material adverse effect on Buyer or its assigns;

          (d) as to which, at the time of its transfer to Buyer, the applicable Seller will have good and marketable title free and clear of all Liens (other than Permitted Encumbrances);

          (e) that is the subject of a valid transfer and assignment from the applicable Seller to Buyer of all of such Seller’s right, title and interest therein;

          (f) that at and after the time of transfer to Buyer is the legal, valid and binding payment obligation of the Dealer thereof, legally enforceable against such Dealer in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws, and by general principles of equity (whether considered in a suit at law or in equity);

          (g) that constitutes an “account”, “chattel paper” or “general intangible” within the meaning of UCC Section 9-102;

          (h) as to which, at the time of its transfer to Buyer, the applicable Seller has not taken any action which, or failed to take any action the omission of which, would, at the time of transfer to Buyer, impair Buyer’s rights therein;

          (i) that, at the time of its transfer to Buyer, has not been waived or modified except as permitted by this Agreement;

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          (j) that, at the time of its transfer to Buyer, is not subject to any right of rescission, setoff, counterclaim or any other defense of the Dealer (including the defense of usury), other than defenses arising out of Debtor Relief Laws and except as the enforceability of such Receivable may be limited by general principles of equity (whether considered in a suit at law or equity) or as to which the applicable Seller makes an adjustment pursuant to Section 2.5;

          (k) as to which, at the time of its transfer to Buyer, the applicable Seller has satisfied all obligations to be fulfilled by such Seller under the related Financing Agreement as of the time it is transferred to Buyer; and

          (l) which at the time of transfer to Buyer is secured, to the extent required by the related Financing Agreement, by, inter alia, a first priority perfected security interest (whether by prior filing, purchase money security interest, subordination agreement from prior filers or otherwise) in the related Product or other assets financed by the related advance (except that such security interest need not be a first priority perfected security interest if (x) in the case of a Receivable arising in an Account for which the maximum credit line is five hundred thousand dollars ($500,000) or less (provided, that the aggregate amount of Receivables that are permitted to be Eligible Receivables pursuant to this clause (x) shall not exceed two percent (2%) of the Combined Outstanding Principal Balances (as such term is defined in the Indenture) or such higher percentage as to which the Rating Agency Condition may have been satisfied), and (y) in the case of any other Receivable or Receivables, the Rating Agencies rating the outstanding Series have confirmed that the absence of a first priority perfected security interest in such Receivable or Receivables will not result in a reduction or withdrawal of the ratings of the outstanding Series or Classes of Series then rated by those Rating Agencies.

Nothing in this definition shall prevent any Delayed Funding Receivable from being an Eligible Receivable.

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

         “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.

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     “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 the Issuer and Wilmington Trust Company, as indenture trustee.

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

     “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.

     “Issuer” means GE Dealer Floorplan Master Note Trust, a Delaware statutory trust.

     “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.

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     “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 a Seller, a material adverse effect on (a) the ability of such 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 such 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 any Seller or Buyer thereon or the priority of such interests or Liens.

     “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.

     “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 a Seller or any other originator so designated pursuant to Section 2.9.

     “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.

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

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

     “Principal Receivable” with respect to an Account means amounts shown on the 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.

     “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.

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

     “Recoveries” on any 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 Second 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).

     “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.

     “S&P Condition” is defined in the Indenture.

     “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.

     “Second Tier Agreement” means the Receivables Purchase and Contribution Agreement dated as of August 12, 2004, between Buyer and Issuer.

     “Seller” means GE Commercial Distribution Finance Corporation, Transamerica Commercial Finance Corporation, Brunswick Acceptance Company, LLC, or any additional Person designated as a “Seller” in accordance with Section 2.8.

     “Seller Termination Date” is defined in Section 7.4.

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

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

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

     “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 a 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 a 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 a 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 Buyer and The Bank of New York (Delaware), as trustee.

     “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

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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 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, each Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its 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 (or, if applicable, the Seller Termination Date relating to such Seller), 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 such 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 any 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) Each 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

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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 conveyed to Buyer pursuant to this Agreement (or conveyed to a 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, each 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) such 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.

     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 under the Indenture in connection with its duties or (iv) to bona fide creditors or potential creditors of Master Servicer or a 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 a Seller to protect and maintain the security and confidentiality of such information and, in connection therewith, shall allow each 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 each 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 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. The parties hereto intend that each transfer of the Transferred Assets shall constitute a sale by each Seller to Buyer and not a loan by Buyer to a Seller secured by the Transferred Assets. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan and not a sale of the Transferred Assets, then this Agreement shall constitute a security agreement under applicable law and each Seller shall be deemed to have granted, and each Seller

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hereby grants, to Buyer a security interest in and to all of such Seller’s right, title and interest in, to and under the Transferred Assets.

     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 the applicable Seller prior to such sale (such amount for any Transferred Receivables and other Transferred Assets, the “Purchase Price”).

     (b) The Purchase Price for any Transferred Assets sold by a Seller shall be payable in full in cash on each Purchase Date or less frequently if so agreed between Buyer and Seller; provided, however, that Buyer may, with respect to any sale, offset against such Purchase Price any amounts owed by the applicable 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 the applicable 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 by a Seller 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 by a Seller other than on account of Collections thereof or such amount being charged-off as uncollectible, then the applicable 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 the applicable Seller. The amount of each such reduction shall be deducted from the amount of the Purchase Price payable by Buyer to such Seller on the Purchase Date that coincides with or next follows the date of the adjustment, and such 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 such Seller on that Purchase Date. Notwithstanding the foregoing, on any Purchase Date the aggregate amount of such reductions shall be paid gross by the applicable Seller to Buyer, without netting against the Purchase Price, to the extent that Buyer informs such 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. From time to time, a Seller may designate additional Eligible Accounts (“Additional Accounts”) to be included as Accounts.

     (b) Designated Participation Interests. In lieu of, or in addition to, designating Additional Accounts as contemplated by subsection (a) above, a Seller may convey to Buyer participations or 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 such Seller or any of its Affiliates and collections thereon (“Designated Participation

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Interests”). Each Seller and Buyer will enter into a supplement to this Agreement relating to the conveyance of any Designated Participation Interest.

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

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

          (ii) such 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.

     (a) From time to time, but not more frequently than once during each Monthly Period for any Dealer, a Seller may request (which request Buyer may deny): (i) the removal of one or more 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 such 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 tenth Business Day immediately preceding the Removal Date (the “Removal Notice Date”), the applicable 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 such Seller;

          (iii) on or prior to the Removal Date, such 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); and

          (iv) such Seller shall have delivered to Buyer an Officer’s Certificate, dated as of the