Exhibit 4.1


 


EXECUTION COPY


 


INSTRUMENT OF RESIGNATION,
APPOINTMENT AND ACCEPTANCE OF MASTER SERVICER (this “Agreement”), dated as of March 1, 2016, by and among GE
DEALER FLOORPLAN MASTER NOTE TRUST, a Delaware statutory trust (the “Owner”), GE CAPITAL US HOLDINGS, INC.,
a Delaware corporation (the “Resigning Master Servicer”), and WELLS FARGO BANK, N.A., a national banking association
(the “Successor Master Servicer”).


 


RECITALS


 


WHEREAS, the Owner and the
Resigning Master Servicer are parties to a Second Amended and Restated Servicing Agreement, dated as of July 11, 2014 (as
amended, the “Servicing Agreement”);


 


WHEREAS, the Resigning Master
Servicer wishes to resign as Master Servicer under the Servicing Agreement; the Owner wishes to appoint the Successor Master Servicer
to succeed the Resigning Master Servicer as Master Servicer under the Servicing Agreement; and the Successor Master Servicer wishes
to accept appointment as Master Servicer under the Servicing Agreement; and


 


WHEREAS, the Resigning Master
Servicer wishes to assign all of its rights, powers, trusts and duties as Master Servicer under the Amended and Restated Sub-Servicing
Agreement, dated as of August 10, 2006 (as amended, the “Sub-Servicing Agreement”), between the Resigning
Master Servicer and GE Commercial Distribution Finance LLC, to the Successor Master Servicer, and the Successor Master Servicer
wishes to assume such rights, powers, trusts and duties as Master Servicer under the Sub-Servicing 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:


 


ARTICLE ONE


THE RESIGNING MASTER SERVICER


 


Section 1.          Definitions. Capitalized
terms used in this Agreement and not otherwise defined herein are used as defined in (or by reference in) the Servicing Agreement
or, if not defined therein, in (or by reference in ) the Sub-Servicing Agreement.


 


Section 2.          Resignation.
Pursuant to Section 6.1(a) of the Servicing Agreement, the Resigning Master Servicer hereby notifies the Owner that the
Resigning Master Servicer is hereby resigning as Master Servicer under the Servicing Agreement, effective as of the Effective Time
(as defined in Section 9 below). The Owner hereby consents to the resignation of the Resigning Master Servicer.


 


Section 3.          Appointment.
The Owner hereby appoints the Successor Master Servicer as Master Servicer under the Servicing Agreement, effective as of the Effective
Time, and confirms to the Successor Master Servicer all the rights, powers, trusts and duties of the Master Servicer under the
Servicing Agreement.


 




     


     


    

 


Section 4.          Acceptance
of Appointment. (a) The Successor Master Servicer hereby accepts its appointment as Master Servicer under the Servicing Agreement
and agrees to perform the duties and obligations set forth therein and shall hereby be vested with all the rights, powers, trusts
and duties of the Master Servicer under the Servicing Agreement.


 


(b) This Agreement shall
not constitute (i) a waiver by any of the parties hereto of any obligation or liability which the Resigning Master Servicer may
have incurred in connection with its services as Master Servicer under the Servicing Agreement or (ii) an assumption by the Successor
Master Servicer of any liability of the Resigning Master Servicer arising out of a breach by the Resigning Master Servicer of its
duties under the Servicing Agreement. This Agreement does not constitute a waiver or assignment by the Resigning Master Servicer
of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Servicing Agreement.
For the avoidance of doubt, the Resigning Master Servicer shall be entitled to the accrued and unpaid Monthly Servicing Fee owing
to it to but excluding March 1, 2016; however, such Monthly Servicing Fee shall be payable solely by the Successor Master Servicer
and the Owner may pay all Monthly Servicing Fees to the Successor Master Servicer after the date hereof.


 


Section 5.          Sub-Servicing
Agreement. (a) Notwithstanding Section 6.3(b) of the Servicing Agreement, the provisions of which are hereby waived,
the Sub-Servicing Agreement is not terminated and continues on as set forth in this Section 5.


 


(b)          In
connection with its resignation as Master Servicer under the Servicing Agreement, the Resigning Servicer hereby assigns all of
its rights, powers, trusts and duties as Master Servicer under the Sub-Servicing Agreement to the Successor Master Servicer, effective
as of the Effective Time, and the Successor Master Servicer hereby assumes all of the rights, powers, trusts and duties of the
Master Servicer under the Sub-Servicing Agreement, effective as of the Effective Time.


 


(c) This Agreement shall
not constitute (i) a waiver by any of the parties hereto of any obligation or liability which the Resigning Master Servicer may
have incurred in connection with its services as Master Servicer under the Sub-Servicing Agreement or (ii) an assumption by the
Successor Master Servicer of any liability of the Resigning Master Servicer arising out of a breach by the Resigning Master Servicer
of its duties under the Sub-Servicing Agreement. This Agreement does not constitute a waiver or assignment by the Resigning Master
Servicer of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Sub-Servicing
Agreement.


 


(d) GE Commercial Distribution
Finance LLC, as Sub-Servicer under the Sub-Servicing Agreement, hereby acknowledges and agrees that, effective as of the Effective
Time, the Successor Master Servicer shall be the Master Servicer under the Sub-Servicing Agreement and agrees to continue to sub-service
the Transferred Receivables as agent for the Successor Master Servicer on the terms set forth in the Sub-Servicing Agreement.


 







    	 	2	Instrument of Resignation and 
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Section 6.          Representations
of Successor Master Servicer. The Successor Master Servicer hereby represents and warrants to the Resigning Master Servicer
and to the Owner that:


 


(i) The Successor
Master Servicer is qualified and eligible under Section 6.2 of the Servicing Agreement to act as Master Servicer under the
Servicing Agreement;


 


(ii) The Successor
Master Servicer is an established financial institution having a net worth of not less than five hundred million dollars ($500,000,000)
and its regular business includes the servicing of receivables; and


 


(iii) This Agreement
has been duly authorized, executed and delivered on behalf of the Successor Master Servicer and constitutes its legal, valid and
binding obligation.


 


Section 7.          Notices.
For the purposes of Section 8.1 of the Servicing Agreement and Section 4.1 of the Sub-Servicing Agreement, all notices,
whether sent electronically or mailed, will be deemed received as provided in Section 8.1 of the Servicing Agreement or
Section 4.1 of the Sub-Servicing Agreement, as applicable, when sent pursuant to the following instructions:


 


TO THE RESIGNING MASTER SERVICER:


 


GE Capital US Holdings, Inc.


901 Main Avenue

Norwalk, Connecticut 06851

Attention: Michael Paolillo

michael.paolillo@ge.com


 


TO THE SUCCESSOR MASTER 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


 




    	 	3	Instrument of Resignation and 
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TO THE OWNER:


 


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


 


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 8.             Limitation
of Liability of the Trustee. It is expressly understood and agreed by the parties hereto that (a) this document is executed
and delivered by BNY Mellon Trust of Delaware, not individually or personally, but solely as Trustee of the Trust, (b) each of
the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation,
undertaking and agreement by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Trust, (c)
nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally,
to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon
Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this document.


 


Section 9.             Miscellaneous.
(a) This Agreement is entered into and the resignation, appointment and acceptance effected hereby shall be effective as of 12:01
a.m. (New York time) on March 1, 2016 (the “Effective Time”); provided, that (i) each of the Owner, the
Resigning Master Servicer and the Successor Master Servicer shall have executed a counterpart to this Agreement and (ii) the Owner
shall have provided prior written notice of the appointment of the Successor Master Servicer to the Rating Agencies and the Indenture
Trustee.


 




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(b)          THIS
AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1)
OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF
THE UNITED STATES OF AMERICA.


 


(c)            This
Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together
constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by electronic means shall be equally
as effective as delivery of an original executed counterpart of this Agreement.


 


[Signature pages follow.]


 




    	 	5	Instrument of Resignation and 
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IN WITNESS WHEREOF, the parties
hereto have caused this Instrument of Resignation, Appointment and Acceptance to be duly executed as of the date first above written.


 


	 	GE DEALER FLOORPLAN MASTER NOTE TRUST
	 	 	 
	 	 	By: BNY Mellon Trust of Delaware, not in its individual capacity, but solely on behalf of the Owner
	 	 	 
	 	By:	/s/ Kristine K. Gullo
	 	 	Name: Kristine K. Gullo
	 	 	Title:   Vice President


 




    	 	S-1	Instrument of Resignation and 
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	 	GE CAPITAL US HOLDINGS, INC.,
	 	as Resigning Master Servicer
	 	 	 
	 	By:	/s/ Thomas A. Davidson
	 	 	Name: Thomas A. Davidson
	 	 	Title:   Authorized Signatory


 




    	 	S-2	Instrument of Resignation and 
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	 	WELLS FARGO BANK, N.A., as Successor Master Servicer
	 	 	 
	 	By:	/s/ Lisa K. Lenton
	 	 	Name: Lisa K. Lenton
	 	 	Title:   Senior Vice President


 




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Solely for the purposes of the acknowledgement and agreement set
forth in Section 5(d) of this Agreement:


 


	 	GE COMMERCIAL DISTRIBUTION FINANCE LLC, as Sub-Servicer
	 	 	 
	 	By:	/s/ John E. Peak
	 	 	Name: John E. Peak
	 	 	Title:   Vice President


 




    	 	S-4	Instrument of Resignation and 
Appointment –Master Servicer