Exhibit 4.3


 


EXECUTION COPY


 


ASSIGNMENT AND ASSUMPTION OF


AMENDED AND RESTATED INTERCREDITOR AGREEMENT


 


THIS ASSIGNMENT AND ASSUMPTION
OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of March 1, 2016 (this “Assignment”), is among GE
CAPITAL US HOLDINGS, INC., a Delaware corporation, as assignor servicer (the “Assignor Servicer”), and WELLS
FARGO BANK, N.A., a national banking association, as assignee servicer (the “Assignee Servicer”).


 


RECITALS


 


WHEREAS, the Assignor Servicer,
GE Commercial Distribution Finance LLC, Brunswick Acceptance Company, LLC, Polaris Acceptance and GE Dealer Floorplan Master Note
Trust are parties to an Amended and Restated Intercreditor Agreement, dated as of November 9, 2006 (as amended, the “Intercreditor
Agreement”);


 


WHEREAS, the Assignor Servicer
wishes to assign all of its rights and obligations as Servicer under (and as defined in) the Intercreditor Agreement to the Assignee
Servicer, and the Assignee Servicer wishes to assume such rights and obligations as Servicer under (and as defined in) the Intercreditor
Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing premises and the mutual agreements, provisions and covenants contained in this Agreement, the parties agree as
follows:


 


SECTION 1. Definitions.
Capitalized terms used in this Agreement and not otherwise defined are used as defined in (or by reference in) the Intercreditor
Agreement.


 


SECTION 2. Assignment
and Assumption.


 


(a)          The
Assignor Servicer hereby assigns all of its rights and obligations as Servicer under (and as defined in) the Intercreditor Agreement
to the Assignee Servicer, effective as of the Effective Time (as defined in Section 4(a) below), and the Assignee Servicer
assumes such rights and obligations as Servicer under (and as defined in) the Intercreditor Agreement, effective as of the Effective
Time.


 


(b)          This
Agreement shall not constitute (i) a waiver by any of the parties hereto of any obligation or liability which the Assignor Servicer
may have incurred in connection with the Intercreditor Agreement or (ii) an assumption by the Assignee Servicer of any liability
of the Assignor Servicer arising out of a breach by the Assignor Servicer of its duties under the Intercreditor Agreement.


 


SECTION 3. Notices.
For the purposes of Section 5.1 of the Intercreditor Agreement, all notices, whether sent electronically or mailed, will
be deemed received as provided in Section 5.1 of the Intercreditor Agreement when sent pursuant to the following instructions:


 




    	 		Assignment and Assumption of
 Amended and Restated Intercreditor Agreement




     


    

  


If to the Assignor
Servicer:


 


GE Capital US Holdings,
Inc.


901 Main Avenue


Norwalk, Connecticut
06851


Attention: Legal Department


michael.paolillo@ge.com


 


If to the Assignee
Servicer:


 


Wells Fargo Bank,
N.A.


Wells Fargo Law Department


D1053-300


301 South College
St.


Charlotte, North Carolina
28202


Attention: Jeff D.
Blake, Senior Counsel


jeff.blake@wellsfargo.com


 


With a copy to:


 


Wells Fargo &
Company


MAC A0194-279, 27th
Floor


45 Fremont Street


San Francisco, CA
94105


Attention: Keith Jackson,
Senior Counsel and Corporate Secretary


KeithJackson@wellsfargo.com


 


If to the Trust:


 


GE Dealer Floorplan
Master Note Trust


c/o BNY Mellon Trust
of Delaware


Bellevue Park Corporate
Center


301 Bellevue Parkway,
3rd Floor


Wilmington, Delaware
19809


 


With a copy to:


 


Wells Fargo Bank,
N.A.


Wells Fargo Law Department


D1053-300


301 South College
St.


Charlotte, North Carolina
28202


Attention: Jeff D.
Blake, Senior Counsel


jeff.blake@wellsfargo.com


 




    	 	2	Assignment and Assumption of
 Amended and Restated Intercreditor Agreement




     


    

  


With a copy to:


 


Wells Fargo &
Company


MAC A0194-279, 27th
Floor


45 Fremont Street


San Francisco, CA
94105


Attention: Keith Jackson,
Senior Counsel and Corporate Secretary


KeithJackson@wellsfargo.com


 


SECTION 4. Miscellaneous.


 


(a)          This
Assignment is entered into and the assignment and assumption effected hereby shall be effective as of 12:01 a.m. (New York time)
on March 1, 2016 (the “Effective Time”); provided, that each of the parties hereto shall have executed
a counterpart to this Assignment.


 


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


 


(c)          EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL
HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS ASSIGNMENT OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS ASSIGNMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE
COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. EACH PARTY HERETO SUBMITS
AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES
ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE
OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS
DETERMINED IN ACCORDANCE WITH SECTION 3 OF THIS ASSIGNMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER
OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING
IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 




    	 	3	Assignment and Assumption of
 Amended and Restated Intercreditor Agreement




     


    

 





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


 


(e)          Headings
used herein are for convenience of reference only and shall not affect the meaning of this Assignment or any provision hereof.


 


(f)          This
Assignment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when
executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(g)          Executed
counterparts of this Assignment may be delivered electronically.


 


[SIGNATURES
FOLLOW] 


 




    	 	4	Assignment and Assumption of
 Amended and Restated Intercreditor Agreement




     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Assignment to be duly executed as of the date first above written.


 


	 	GE CAPITAL US HOLDINGS, INC.,
	 	as the Assignor Servicer
	 	 	 
	 	By:	/s/ Thomas A. Davidson
	 	Name: Thomas A. Davidson
	 	Title:   Authorized Signatory


 




    	 	S-1	Assignment and Assumption of
 Amended and Restated Intercreditor Agreement




     


    

 


	 	WELLS FARGO BANK, N.A.,
	 	as the Assignee Servicer
	 	 	 
	 	By:	/s/ Lisa K. Lenton
	 	Name: Lisa K. Lenton
	 	Title:   Senior Vice President


 




    	 	S-2	Assignment and Assumption of
 Amended and Restated Intercreditor Agreement