Exhibit 4.1


 


EXECUTION COPY


 


REASSIGNMENT


 


(As required by Section 2.7 of the
Agreement)


 


Reassignment No. 5
(“Reassignment”) dated as of September 30, 2015, by and between CDF FUNDING, INC., a Delaware corporation, as
seller (the “Seller”), and GE DEALER FLOORPLAN MASTER NOTE TRUST, as buyer (the “Buyer”),
pursuant to the Agreement referred to below.


 


WITNESSETH:


 


WHEREAS Seller and
Buyer are parties to the Amended and Restated Receivables Purchase and Contribution Agreement, dated as of July 11, 2014 (as it
may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”);


 


WHEREAS pursuant to
the Agreement, the parties hereto desire to remove certain Accounts from the Account Schedule and the parties hereto desire that
Buyer reconvey to Seller the Transferred Receivables of such Removed Accounts, whether now existing or hereafter created;


 


NOW, THEREFORE, Seller
and Buyer hereby agree as follows:


 


1.Defined
Terms. All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise
defined herein.


 


“Removal Cut-Off
Date” means, with respect to the Removed Accounts designated hereby, September 1, 2015.


 


“Removal Date”
means, with respect to the Removed Accounts designated hereby, September 30, 2015.


 


“Removed Accounts”
means the Accounts listed on Schedule 1 to this Reassignment.


 


2.Designation
of Removed Accounts. Schedule 1 to this Reassignment lists the Removed Accounts covered by this Reassignment.


 


3.Conveyance
of Transferred Receivables. (a) Buyer does hereby transfer, assign, set over and otherwise convey to Seller, without representation,
warranty or recourse, effective as of the Removal Cut-Off Date, all right, title and interest of Buyer in, to and under (i) the
Transferred Receivables existing at the close of business on the Removal Cut-Off Date, and thereafter created from time to time,
in the Removed Accounts designated hereby, (ii) the Collateral Security, Collections and Recoveries with respect thereto, together
with all monies due or to become due and all amounts received or receivable with respect thereto and (iii) all Insurance Proceeds
related thereto and all proceeds of the foregoing.


 


(b)In
connection with such transfer, Buyer agrees to execute and deliver to Seller on or prior to the date this Reassignment is delivered,
applicable termination statements prepared by Seller with respect to the Transferred Receivables existing at the close of business
on the


 




    	 	 	Second Tier Reassignment




     


    

Removal Cut-Off Date, and thereafter created
from time to time, in the Removed Accounts reassigned hereby and the proceeds thereof evidencing the release by Buyer of its interest
in such Transferred Receivables, and meeting the requirements of applicable state law, in such manner and such jurisdictions as
are necessary to terminate such interest.


 


4.Consent.
The Buyer hereby consents to this Reassignment in accordance with Section 2.7 of
the Agreement.


 


5.Representations
and Warranties of Seller. Seller hereby represents and warrants to Buyer as of the Removal Date:


 


(a)Legal
Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of Seller enforceable against
Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and
except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);
and


 


(b)List
of Removed Accounts. Schedule 1 attached hereto is an accurate and complete listing in all material respects of the
Removed Accounts being removed pursuant to this Reassignment.


 


6.Amendment
of the Agreement. The Agreement is hereby amended to provide that all references therein to “this Agreement” and
“herein” shall be deemed from and after the Removal Date to be a dual reference to the Agreement as supplemented by
this Reassignment. Except as expressly amended hereby, all of the representations, warranties, terms and covenants and conditions
of the Agreement shall remain unamended and shall continue to be and shall remain in full force and effect in accordance with its
terms.


 


7.Counterparts.
This Reassignment may be executed in two or more counterparts, and by different parties on separate counterparts), each of which
shall be an original, but all of which shall constitute one and the same instrument.


 


8.GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.


 


(a) THIS REASSIGNMENT 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 LAW PROVISIONS THEREOF)
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


(b) 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


 




    	 	2	Second Tier Reassignment




     


    

HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN THEM PERTAINING TO THIS REASSIGNMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS REASSIGNMENT; 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 7.1 OF THE AGREEMENT 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.


 


(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 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 REASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 




    	 	3	Second Tier Reassignment




     


    

IN WITNESS WHEREOF,
the undersigned have caused this Reassignment to be duly executed and delivered on the day and year first above written.


 


CDF FUNDING, INC.,
as Seller


 


 


By:        /s/ John E. Peak


Name:   John E. Peak

Title:     Vice President


 




    	 	S-1	Second Tier Reassignment




     


    

GE DEALER FLOORPLAN MASTER NOTE TRUST,
as Buyer


 


 


		By:	BNY Mellon Trust of Delaware,

not in its individual capacity,

but solely as Trustee on behalf of Buyer
	 	 	 
	 	By:	/s/ JoAnn C. DiOssi	 
	 	Name: 	 JoAnn C. DiOssi
	 	Title:	Vice President



 







    	 	S-2	Second Tier Reassignment




     


    

Schedule 1

to Reassignment






 


REMOVED ACCOUNTS


 


[On file with the Master Servicer] 





 





    	 	Schedule 1-1	Second Tier Reassignment