Exhibit 4.4


 


EXECUTION COPY


 


ASSIGNMENT AND ASSUMPTION
AGREEMENT AND AMENDMENT NO. 1 TO ORIGINATOR PERFORMANCE GUARANTY, dated as of March 1, 2016 (this “Assignment”),
by and among GE CAPITAL US HOLDINGS, INC., a Delaware corporation (the “Assignor”), and WELLS FARGO BANK, N.A.,
a national banking association (the “Assignee”).


 


RECITALS


 


WHEREAS, the Assignor is
the performance guarantor under the Originator Performance Guaranty, dated as of August 12, 2004 (the “Originator Performance
Guaranty”);


 


WHEREAS, in connection
with the transactions contemplated by the Stock and Asset Purchase Agreement, dated as of October 13, 2015 (the “SAPA”),
between the Assignee and the Assignor, the Assignor wishes to assign all of its rights, powers, trusts and duties as Originator
Performance Guarantor under the Originator Performance Guaranty to the Assignee, and the Assignee wishes to assume such rights,
powers, trusts and duties as Originator Performance Guarantor under the Originator Performance Guaranty;


 


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


 


ARTICLE ONE


ASSIGNMENT OF ORIGINATOR PERFORMANCE GUARANTY


 


Section 1.          Definitions
and Rules of Construction.        Capitalized terms used in this Assignment
and not otherwise defined herein are used as defined in (or by reference in) the Originator Performance Guaranty. The Rules of
Construction set forth in Section 1.2 of the Originator Performance Guaranty shall be incorporated herein.


 


Section 2.          Assignment
and Assumption. (a) Pursuant to Section 3.2 of the Originator Performance Guaranty and Section 2(d)
of the assignment agreement, dated as of December 2, 2015, by and between General Electric Capital LLC, a Delaware limited
liability company, and the Assignor, the Assignor hereby assigns all of its rights, powers, trusts and duties as Originator Performance
Guarantor under the Originator Performance Guaranty to the Assignee, effective as of the Effective Time (as defined in Section
7(a) below), and the Assignee hereby assumes all of the rights, powers, trusts and duties of the Assignor under the Originator
Performance Guaranty, effective as of the Effective Time. As of the Effective Time, the Assignor shall be released from all of
its obligations under the Originator Performance Guaranty.


 


(b)          The
Issuer hereby consents to the assignment of the Assignor’s rights, powers, trusts and duties as Originator Performance Guaranty
under the Originator Performance Guaranty to the Assignee.


 


(c)          In
furtherance of this Assignment, the Assignee shall enter into a new originator performance guaranty effective as of the Effective
Time in substantially the form attached as Exhibit A hereto (the “New Guaranty”). For the avoidance of doubt,
the termination of the Originator Performance Guaranty shall not cause the termination of the New Guaranty.


  




     


     


    

 


(d)          Neither
Assignee nor any assignee of the Assignee’s rights under the Originator Performance Guaranty shall consent to any amendment
or other modification or supplement to the Originator Performance Guaranty without the consent of General Electric Company other
than an amendment releasing and discharging the obligations of General Electric Company under the Originator Performance Guaranty.


 


Section 3.          Amendment
to Originator Performance Guaranty. Section 3.3 of the Originator Performance Guaranty is hereby amended and restated
in its entirety to read as follows: “This Guaranty shall create and constitute the continuing obligation of the Originator
Performance Guarantor in accordance with its terms, and shall remain in full force and effect until the date on which all Notes
issued by the Issuer and outstanding as of the Effective Time are either permanently paid in full, or the holders of all such
Notes have consented to the termination of this Guaranty.”


 


Section 4.          Indemnification.         Assignee
shall indemnify and hold harmless each of the Assignor, General Electric Company and any other predecessor Originator Performance
Guarantor and their respective successors (collectively, the “Assignor Performance Guarantors”), and reimburse
each Assignor Performance Guarantor for, all losses, damages, costs, expenses and liabilities (including reasonable attorneys’
fees) that such Assignor Performance Guarantor may suffer or incur, or become subject to, as a result of any obligation under the
Originator Performance Guaranty retained by such Assignor Performance Guarantor after the Effective Time or any attempt by the
Issuer, the Indenture Trustee, any Noteholder or any other Person to enforce the Originator Performance Guaranty against such Assignor
Performance Guarantor after the Effective Time; provided, that the Assignor and the Assignee acknowledge and agree that
any such losses, damages, costs, expenses and liabilities relating to or arising out of the period prior to the Effective Time
shall be “Excluded Liabilities” for purposes of (and as defined in) the SAPA. The Assignee acknowledges and agrees
that the Assignee shall be obligated to perform all duties and obligations of the Assignor Performance Guarantors under the Originator
Performance Guaranty after the Effective Time notwithstanding any right of, or claim of, the Issuer, the Indenture Trustee or any
other Person to enforce the Originator Performance Guaranty against any Assignor Performance Guarantor. Each Assignor Performance
Guarantor shall be a third party beneficiary of this Section 4 and shall be entitled to enforce the provisions of this Section
4.


 


Section 5.          Notices.
For the purposes of Section 3.1 of the Originator Performance Guaranty, all notices, whether sent electronically or mailed,
will be deemed received as provided in Section 3.1 of the Originator Performance Guaranty when sent pursuant to the following
instructions:


 


TO THE ASSIGNOR:


 


GE Capital US Holdings, Inc.


901 Main Avenue

Norwalk, Connecticut 06851

Attention: Michael Paolillo

michael.paolillo@ge.com


 




    	 	2	Assignment and Assumption Agreement – 
Originator Performance Guaranty 




     


    

 


TO THE ASSIGNEE:


 




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


 


TO THE ISSUER:


 


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


 




    	 	3	Assignment and Assumption Agreement – 
Originator Performance Guaranty 




     


    

 


Section 6.          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 7.          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 Issuer, the Assignor and
the Assignee 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 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
Assignment 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 Assignment. Delivery of an executed counterpart of this Assignment by electronic means shall be
equally as effective as delivery of an original executed counterpart of this Assignment.


 


[Signature pages follow.]


 




    	 	4	Assignment and Assumption Agreement – 
Originator Performance Guaranty 




     


    

 


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 Assignor
	 	 	 
	 	By:	/s/ Thomas A. Davidson
	 	 	Name: Thomas A. Davidson
	 	 	Title:   Authorized Signatory







 




    	 	S-1	Assignment and Assumption Agreement – 
Originator Performance Guaranty 




     


    

 


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


 




    	 	S-2	Assignment and Assumption Agreement – 
Originator Performance Guaranty 




     


    

 


Solely for the purposes of the consent set forth in Section 2(b)
of this Assignment:


 


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


 




    	 	S-3	Assignment and Assumption Agreement – 
Originator Performance Guaranty 




     


    

 









EXHIBIT A

TO ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 TO

ORIGINATOR PERFORMANCE GUARANTY


 


FORM OF


 


ORIGINATOR PERFORMANCE GUARANTY


 


dated as of March 1, 2016


 


by


 


WELLS FARGO BANK, N.A.,

as Originator Performance Guarantor


 




    	 		Originator Performance Guaranty




     


    

 


Table
of Contents


(continued)


 





	 	 	Page
	 	 	 
	ARTICLE I              DEFINITIONS AND INTERPRETATION	1
	 	 	 
	Section 1.1	Definitions	1
	 	 	 
	Section 1.2	Rules of Construction	3
	 	 	 
	ARTICLE II               ORIGINATOR PERFORMANCE GUARANTY	4
	 	 	 
	Section 2.1	Originator Performance Guaranty	4
	 	 	 
	ARTICLE III               MISCELLANEOUS	7
	 	 	 
	Section 3.1	Notices	7
	 	 	 
	Section 3.2	Binding Effect; Assignability	8
	 	 	 
	Section 3.3	Termination; Survival of Guaranteed Originator Obligations Upon Facility Termination Date	8
	 	 	 
	Section 3.4	Costs, Expenses and Taxes	8
	 	 	 
	Section 3.5	No Waiver; Remedies	9
	 	 	 
	Section 3.6	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	10
	 	 	 
	Section 3.7	Counterparts	11
	 	 	 
	Section 3.8	Severability	11
	 	 	 
	Section 3.9	Section Titles	11







 




    	 	i	Originator Performance Guaranty




     


    

 


ORIGINATOR PERFORMANCE
GUARANTY, dated as of March 1, 2016 (this “Guaranty”), by WELLS FARGO BANK, N.A. (“Wells
Fargo”), a national banking association, in its capacity as performance guarantor hereunder (in such capacity, together
with its successors and assigns, the “Originator Performance Guarantor”).


 


ARTICLE
I


 


DEFINITIONS
AND INTERPRETATION


 


Section 1.1           Definitions.


 


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


 


“Administrator”
means Wells Fargo, in its capacity as Administrator under the Administration Agreement, or any other Person designated as a successor
Administrator thereunder.


 


“Bankruptcy Code”
means the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq.


 


“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, the State of Illinois, the State of Iowa or the State of Minnesota.


 


“Class”
means any class of Notes of any Series.


 


“Collateral”
is defined in the Indenture.


 


“Event of Default”
is defined in the Indenture.


 


“First Tier Agreement”
means the Amended and Restated Receivables Sale Agreement dated as of July 11, 2014 among the Originators and the Transferor.


 


“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.


 


“Guaranteed Originator
Obligations” is defined in Section 2.1.


 


“Guaranty”
is defined in the preamble.


 


“Indenture”
means the Amended and Restated Master Indenture, dated as of July 11, 2014, between the Trust and the Indenture Trustee.


 


“Indenture Supplement”
means, with respect to any Series, a supplement to the Indenture, executed and delivered in connection with the original issuance
of the Notes of such Series pursuant to the Indenture.


 




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“Indenture Trustee”
means, at any time, the Person acting as indenture trustee under the Indenture.


 


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


 


“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.


 


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


 


“Note”
is defined in the Indenture.


 


“Originator”
means each of the Persons from time to time party to the First Tier Agreement as “Sellers”.


 


“Originator Performance
Guarantor” is defined in the preamble.


 


“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.


 


“Related Documents”
means, the First Tier Agreement, the Second Tier Agreement, the Notes, the Trust Agreement, the Administration Agreement, the Servicing
Agreement, this Guaranty, the Indenture, any Indenture Supplement and including 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. Any reference in this Guaranty to a Related Document shall include all Appendices thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to such Related Document as the same may be in effect at any and all
times such reference becomes operative.


 


“Second Tier Agreement”
means that certain Amended and Restated Receivables Purchase and Contribution Agreement, dated as of July 11, 2014, between the
Transferor and the Trust.


 


“Series”
is defined in the Indenture.


 


“Series Maturity
Date” is defined in the Indenture.


 


“Servicing Agreement”
means that certain Second Amended and Restated Servicing Agreement, dated as of July 11, 2014, between the Master Servicer and
the Trust.


 




    	 	2	Originator Performance Guaranty




     


    

 


“Transferor”
means CDF Funding, Inc.


 


“Transferred Receivable”
is defined in the Indenture.


 


“Trust”
means the Issuer.


 


“Trust Agreement”
means that certain Amended and Restated Trust Agreement, dated as August 12, 2004, between the Transferor and the Trustee.


 


“Trustee”
means BNY Mellon Trust of Delaware, not in its individual capacity but solely as trustee pursuant to the Trust Agreement.


 


“UCC”
means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction.


 


Section 1.2           Rules
of Construction. All terms defined directly or by incorporation in this Guaranty shall have the defined meanings when used
in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Guaranty
and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined
herein, and accounting terms partly herein to the extent not defined, shall have the respective meanings given to them under generally
accepted accounting principles; (b) references to any month, quarter or year refer to a calendar month, quarter or year; (c) terms
defined in Article 9 of the UCC and not otherwise defined in herein 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 Guaranty
(or the certificate or other document in which they are used) as a whole and not to any particular provision of this Guaranty (or
such certificate or document); (f) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits
in or to this Guaranty (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 or supplemented or as
the terms of such agreement are waived or modified in accordance with its terms; (j) references to any Person include that Person’s
successors and assigns; and (k) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.


 




    	 	3	Originator Performance Guaranty




     


    

 


ARTICLE
II



ORIGINATOR PERFORMANCE GUARANTY


 


Section 2.1           Originator
Performance Guaranty.


 


(a)          Unconditional
Undertaking; Enforcement. The Originator Performance Guarantor hereby unconditionally and irrevocably undertakes and agrees
for the benefit of the Issuer to cause the due performance and observance by each Originator of all of the terms, covenants, conditions,
agreements and undertakings on the part of such Originator, to be performed or observed under the First Tier Agreement or any document
delivered in connection with the First Tier Agreement in accordance with the terms hereof and thereof, including any agreement
of such Originator to pay any money under the First Tier Agreement or any such other document (all such terms, covenants, conditions,
agreements and undertakings on the part of any Originator to be performed or observed by such Originator being collectively called
the “Guaranteed Originator Obligations”). In the event that any Originator shall fail in any manner whatsoever
to perform or observe any of the Guaranteed Originator Obligations when the same shall be required to be performed or observed
under the First Tier Agreement or any such other document (after giving effect to any cure period), then the Originator Performance
Guarantor will itself duly perform or observe, or cause to be duly performed or observed, such Guaranteed Originator Obligation,
and it shall not be a condition to the accrual of the obligation of the Originator Performance Guarantor hereunder to perform or
observe any Guaranteed Originator Obligation (or to cause the same to be performed or observed) that the Issuer shall have first
made any request of or demand upon or given any notice to the Originator Performance Guarantor or to any Originator, or have instituted
any action or proceeding against the Originator Performance Guarantor or any Originator in respect thereof. Notwithstanding anything
to the contrary contained in this Guaranty, the obligations of the Originator Performance Guarantor hereunder in respect of the
Originators are expressly limited to the Guaranteed Originator Obligations. The obligations of the Originator Performance Guarantor
hereunder shall rank pari passu with senior unsecured debt of the Originator Performance Guarantor.


 


(b)          Enforcement.
The Issuer, including the Indenture Trustee, may proceed to enforce the obligations of the Originator Performance Guarantor under
this Guaranty without first pursuing or exhausting any right or remedy which the Issuer or the Indenture Trustee may have against
any Originator, any other Person or any collateral.


 


(c)          Obligations
Absolute. To the extent permitted by law, the Originator Performance Guarantor will perform its obligations under this Guaranty
regardless of any law now or hereafter in effect in any jurisdiction affecting any of the terms of this Guaranty or any document
delivered in connection with this Guaranty or the rights of the Issuer with respect thereto. The obligations of the Originator
Performance Guarantor under this Guaranty shall be absolute and unconditional irrespective of:


 


(i)          any
lack of validity or enforceability or the discharge or disaffirmance (by any Person, including a trustee in bankruptcy) of the
Guaranteed Originator Obligations, any Related Document or any Transferred Receivable or any document or any other agreement or
instrument relating thereto;


 


(ii)         any
exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any
other guaranty, for all or any of the Guaranteed Originator Obligations;


 




    	 	4	Originator Performance Guaranty




     


    

 


(iii)        the
existence of any claim, setoff or other rights that the Originator Performance Guarantor may have at any time against any Originator
in connection herewith or any unrelated transaction;


 


(iv)        any
failure to obtain any authorization or approval from or other action by, or to notify or file with, any Governmental Authority
or regulatory body required in connection with the performance of such obligations by any Originator; or


 


(v)         any
impossibility or impracticality of performance, illegality, force majeure, any act of any Governmental Authority or any other circumstance
which might constitute a legal or equitable defense available to, or a discharge of, any Originator or the Originator Performance
Guarantor, or any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar
to anything referred to above in this Guaranty.


 


The Originator Performance Guarantor further
agrees that its obligations under this Guaranty shall not be limited by any valuation or estimation made in connection with any
proceedings involving any Originator or the Originator Performance Guarantor filed under the Bankruptcy Code, whether pursuant
to Section 502 of the Bankruptcy Code or any other Section thereof. The Originator Performance Guarantor further agrees that the
Issuer shall not be under any obligation to marshall any assets in favor of or against or in payment of any or all of the Guaranteed
Originator Obligations. The Originator Performance Guarantor further agrees that, to the extent that a payment or payments are
made by or on behalf of any Originator, which payment or payments or any part thereof are subsequently invalidated, declared to
be fraudulent or preferential, set aside and/or required to be repaid to such Originator, or the estate, trustee, receiver or any
other party relating to such Originator, including the Originator Performance Guarantor, under any bankruptcy law, state or federal
law, common law or equitable cause then to the extent of such payment or repayment, the Guaranteed Originator Obligations or part
thereof which had been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as
of the date such initial payments, reduction or satisfaction occurred. The obligations of the Originator Performance Guarantor
under this Guaranty shall not be discharged except by performance as provided herein.


 


(d)          Irrevocability.
The Originator Performance Guarantor agrees that its obligations under this Guaranty shall be irrevocable. In the event that under
applicable law (notwithstanding the Originator Performance Guarantor’s agreement regarding the irrevocable nature of its
obligations hereunder) the Originator Performance Guarantor shall have the right to revoke this Guaranty, this Guaranty shall continue
in full force and effect until a written revocation hereof specifically referring hereto, signed by the Originator Performance
Guarantor, is actually received by the Issuer at the address determined in accordance with Section 3.1. Any such revocation
shall not affect the right of the Issuer to enforce its rights under this Guaranty with respect of (i) any Guaranteed Originator
Obligation (including any Guaranteed Originator Obligation that is contingent or unmatured) which arose on or prior to the date
the aforementioned revocation was received by the Issuer or (ii) any Transferred Receivable which was purchased or otherwise
acquired by the Issuer on or prior to the date the aforementioned revocation was received by the Issuer. For purposes of the preceding
sentence, all Guaranteed Originator Obligations that relate to, or arise in connection with, any Transferred Receivable that existed
on or prior to the date the aforementioned revocation is received by the Issuer, shall be covered by this Guaranty notwithstanding
such revocation. If the Issuer acquires an ownership interest in the Transferred Receivables or takes other action in reliance
on this Guaranty after any such revocation by the Originator Performance Guarantor but prior to the receipt by the Issuer of said
written revocation, the rights of the Issuer with respect thereto shall be the same as if such revocation had not occurred. Without
limiting the foregoing, this Guaranty may not be revoked at any time until the date, following the Series Maturity Date of each
Series, on which the outstanding balance of the Transferred Receivables has been reduced to zero.


 




    	 	5	Originator Performance Guaranty




     


    

 


(e)          Waiver.
The Originator Performance Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect
to any of the Guaranteed Originator Obligations and any Related Document and any requirement that the Issuer exhaust any right
or take any action against any Originator, any other Person or any collateral.


 


(f)          Subrogation.
The Originator Performance Guarantor will not exercise or assert any rights which it may acquire by way of subrogation under this
Guaranty unless and until all of the Guaranteed Originator Obligations shall have been paid and performed in full. If any payment
shall be made to the Originator Performance Guarantor on account of any subrogation rights at any time when all of the Guaranteed
Originator Obligations shall not have been paid and performed in full, each and every amount so paid will be held in trust for
the benefit of the Issuer and forthwith be paid to the Issuer, to be credited and applied to the Guaranteed Originator Obligations
to the extent then unsatisfied, in accordance with the terms of the Second Tier Agreement or any document delivered in connection
with the Second Tier Agreement, as the case may be. In the event (i) the Originator Performance Guarantor shall have satisfied
any of the Guaranteed Originator Obligations and (ii) all of the Guaranteed Originator Obligations shall have been paid and performed
in full, the Issuer will at the Originator Performance Guarantor’s request and expense, execute and deliver to the Originator
Performance Guarantor appropriate documents, without recourse and without representation or warranty of any kind, necessary to
evidence or confirm the transfer by way of subrogation to the Originator Performance Guarantor of the rights of the Issuer with
respect to the Guaranteed Originator Obligations to which the Originator Performance Guarantor shall have become entitled by way
of subrogation and thereafter the Issuer shall have no responsibility to the Originator Performance Guarantor or any other Person
with respect thereof.




    	 	6	Originator Performance Guaranty




     


    

 


ARTICLE
III



MISCELLANEOUS


 


Section 3.1           Notices.
Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any Person, or whenever any Person desires to give or serve upon
any other Person any communication with respect to this Guaranty, each such notice, demand, request, consent, approval, declaration
or other communication shall be in writing and shall be deemed to have been validly served, given or delivered (a) upon the earlier
of actual receipt and three (3) Business Days after deposit in the United States mail, registered or certified mail, return receipt
requested, with proper postage prepaid, (b) upon transmission, when sent by telecopy or other similar electronic transmission (with
such telecopy or electronic transmission promptly confirmed by delivery of a copy by personal delivery or United States mail as
otherwise provided in this Section 3.1), (c) one (1) Business Day after deposit with a reputable overnight courier with
all charges prepaid or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the Person to be
notified and sent to the address or facsimile number indicated below or to such other address (or facsimile number) as may be substituted
by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the Person entitled
to receive such notice. Whenever it is provided herein that a notice is to be given to any Person by a specific time, such notice
shall only be effective if actually received by such Person prior to such time, and if such notice is received after such time
or on a day other than a Business Day, such notice shall only be effective on the immediately succeeding Business Day.


 


	 	If to the Originator Performance Guarantor:
	 	 	 
	 	 	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 Issuer:
	 	 	 
	 	 	GE Dealer Floorplan Master Note Trust
	 	 	c/o BNY Mellon Trust of Delaware
	 	 	301 Bellevue Parkway, 3rd Floor
	 	 	Wilmington, Delaware 19809


 




    	 	7	Originator Performance Guaranty




     


    

 


	 	 	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 3.2           Binding
Effect; Assignability. This Guaranty shall be binding upon and inure to the benefit of the Issuer and its successors and permitted
assigns. The Originator Performance Guarantor may not assign, transfer, hypothecate or otherwise convey any of its rights or obligations
hereunder or interests herein without the express prior written consent of the Issuer. Any such purported assignment, transfer,
hypothecation or other conveyance by the Originator Performance Guarantor without the prior express written consent of the Issuer
shall be void. The Issuer may, at any time, assign any of its rights and obligations hereunder or interests herein to any Person
and any such assignee may further assign at any time its rights and obligations hereunder or interests herein (including any rights
it may have to exercise remedies hereunder), in each case without the consent of the Originator Performance Guarantor.


 


Section 3.3           Termination;
Survival of Guaranteed Originator Obligations Upon Facility Termination Date. This Guaranty shall create and constitute the
continuing obligation of the Originator Performance Guarantor in accordance with its terms, and shall remain in full force and
effect until the date, following the Series Maturity Date of each Series, on which the outstanding balance of the Transferred Receivables
has been reduced to zero.


 


Section 3.4           Costs,
Expenses and Taxes.


 


(a)          The
Originator Performance Guarantor shall reimburse the Issuer for all out-of-pocket expenses incurred in connection with the negotiation
and preparation of this Guaranty (including the reasonable fees and expenses of all of its special counsel, advisors, consultants
and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Originator
Performance Guarantor is also liable for all of its own out-of-pocket expenses incurred in connection with the negotiation, preparation
and the carrying out of its obligations under this Guaranty (including the reasonable fees and expenses of all of its special counsel,
advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith).
The Originator Performance Guarantor shall reimburse the Issuer for all fees, costs and expenses, including the fees, costs and
expenses of counsel or other advisors for advice, assistance, or other representation in connection with:


 




    	 	8	Originator Performance Guaranty




     


    

 


(i)          any
amendment, modification or waiver of, consent with respect to, or termination of this Guaranty or advice in connection with the
administration thereof or its rights hereunder or thereunder; and


 


(ii)         any
Litigation, contest or dispute (whether instituted by the Originator Performance Guarantor, the Issuer or any other Person as a
party, witness, or otherwise) in any way relating to this Guaranty or any other agreement to be executed or delivered in connection
herewith, including any Litigation, contest, dispute, suit, case or proceeding and any appeal or review thereof, in connection
with a case commenced by or against the Originator Performance Guarantor or any other Person that may be obligated to the Issuer
by virtue of this Guaranty, including any such Litigation, contest, dispute, suit or proceeding arising in connection with any
work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Events of Default;


 


including all attorneys’ and other professional
and service providers’ fees arising from such services, including those in connection with any appellate proceedings, and
all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to any of the events
or actions described in this Section 3.4, all of which shall be payable, on demand, by the Originator Performance Guarantor
to the Issuer. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs
and expenses of accountants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees,
costs and expenses; long distance telephone charges; air express charges; telegram or telecopy charges; secretarial overtime charges;
and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services.


 


(b)          In
addition, the Originator Performance Guarantor shall pay on demand any and all stamp, sales, excise and other taxes (excluding
income taxes) and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of this
Guaranty, and the Originator Performance Guarantor agrees to indemnify and save the Issuer harmless from and against any and all
liabilities with respect to or resulting from any delay or failure to pay such taxes and fees.


 


Section 3.5           No
Waiver; Remedies. The failure by the Issuer, at any time or times, to require strict performance by the Originator Performance
Guarantor of any provision of this Guaranty shall not waive, affect or diminish any right of the Issuer thereafter to demand strict
compliance and performance herewith or therewith. Any suspension or waiver of any breach or default hereunder shall not suspend,
waive or affect any other breach or default whether the same is prior or subsequent thereto and whether the same or of a different
type. None of the undertakings, agreements, warranties, covenants and representations of the Originator Performance Guarantor contained
in this Guaranty, and no breach or default by the Originator Performance Guarantor hereunder, shall be deemed to have been suspended
or waived by the Issuer unless such waiver or suspension is by an instrument in writing signed by the Issuer and directed to the
Originator Performance Guarantor, as applicable, specifying such suspension or waiver. The rights and remedies of the Issuer under
this Guaranty shall be cumulative and nonexclusive of any other rights and remedies that the Issuer may have under any other agreement,
including the other Related Documents, by operation of law or otherwise. Recourse to the Collateral shall not be required.


 




    	 	9	Originator Performance Guaranty




     


    

 


Section 3.6           GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.


 


(a)          THIS
GUARANTY 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
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND
ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


(b)          THE
ORIGINATOR PERFORMANCE GUARANTOR 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 PERTAINING TO THIS GUARANTY OR
TO ANY MATTER ARISING OUT OF OR RELATING TO THIS GUARANTY; PROVIDED, THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD
BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER, THAT NOTHING IN THIS
GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ISSUER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION
TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE ISSUER. THE ORIGINATOR PERFORMANCE GUARANTOR SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE ORIGINATOR PERFORMANCE GUARANTOR HEREBY
WAIVES ANY OBJECTION THAT IT 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. THE ORIGINATOR PERFORMANCE GUARANTOR
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 3.1 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 PERSON TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 




    	 	10	Originator Performance Guaranty




     


    

 


(c)          BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED
AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE ORIGINATOR
PERFORMANCE GUARANTOR DESIRES THAT DISPUTES ARISING WITH RESPECT TO THIS GUARANTY 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 ORIGINATOR PERFORMANCE
GUARANTOR WAIVES 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 THIS GUARANTY OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section 3.7           Counterparts.
This Guaranty may be executed in any number of separate counterparts, each of which shall collectively and separately constitute
one agreement.


 


Section 3.8           Severability.
Wherever possible, each provision of this Guaranty shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions
of this Guaranty.


 


Section 3.9           Section
Titles. The section titles and table of contents contained in this Guaranty are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of this Guaranty.


 


[Signatures
Follow]


 




    	 	11	Originator Performance Guaranty




     


    

 


IN WITNESS WHEREOF,
the Originator Performance Guarantor has caused this Originator Performance Guaranty to be executed as of the date first above
written.


 


	 	WELLS FARGO BANK, N.A.
	 	as Originator Performance Guarantor
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	S-1	Originator Performance Guaranty




     


    

 


Accepted as of the date first above written:


 


	GE DEALER FLOORPLAN MASTER NOTE TRUST,	 
	as Issuer	 
	 	 
	By: BNY Mellon Trust of Delaware, not in its	 
	individual capacity but solely on behalf of the Issuer	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	S-2	Originator Performance Guaranty