exv4w4







Exhibit 4.4




EXECUTION COPY




AMENDMENT NO. 2 TO

AMENDED AND RESTATED SERVICING AGREEMENT




     THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED SERVICING AGREEMENT, dated as of as of December
6, 2010 (this “Amendment”), is between General Electric Capital Corporation, a Delaware
corporation in its capacity as master servicer (the “Master Servicer”), and GE Dealer
Floorplan Master Note Trust, a Delaware statutory trust (“Owner”).



BACKGROUND




     The parties hereto are parties to an amended and restated servicing agreement, dated as of
June 30, 2006 (as amended by Amendment No. 1 to Amended and Restated Servicing Agreement, dated as
of August 10, 2006, the “Servicing Agreement”), between the Master Servicer and Owner; and
the parties hereto desire to amend the Servicing Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:



     SECTION 1. Definitions. Capitalized terms defined in the Servicing Agreement and
used but not otherwise defined herein have the meanings given to them in the Servicing Agreement.



     SECTION 2. Amendments to Servicing Agreement.



     (a) The definition of “Account” in Section 1.1 of the Servicing Agreement is
hereby amended by adding the following language after the last sentence of such definition:




     “An Originator may combine two or more existing Accounts and, for the avoidance of
doubt, the resulting revolving credit arrangement shall continue to be an Account hereunder.
An Originator may also change the account number (or other alpha-numeric identifier)
associated with any Account and for the avoidance of doubt, the related financing
arrangement shall continue to be an Account hereunder.”



     (b) Section 2.2(b) of the Servicing Agreement is hereby amended and restated to read
in its entirety as follows:




     “(b) Owner shall provide Master Servicer not less than five (5) Business Days’ prior
notice of (i) any designation of additional or removed Accounts (other than a designation of
removed Accounts in connection with such Accounts becoming Inactive Accounts (as defined in
the First Tier Agreement and the Second Tier Agreement) and
(ii) any designation of any additional Originator contemplated pursuant to the First
Tier Agreement. Any such designation, removal or change shall be effective for purposes of
this Agreement on the date the designation, removal or change is given effect under the
First Tier Agreement or the Second Tier Agreement, as specified by Owner to Master
Servicer.”



 









 






     SECTION 3. Representations and Warranties. In order to induce the parties hereto to
enter into this Amendment, each of the parties hereto represents and warrants unto the other
parties hereto as set forth in this Section 3:



     (a) Due Authorization, Non Contravention, etc. The execution, delivery and
performance by such party of the Amendment are within its powers, have been duly authorized by all
necessary action, and do not (i) contravene its organizational documents; or (ii) contravene any
contractual restriction, law or governmental regulation or court decree or order binding on or
affecting it; and



     (b) Validity, etc. This Amendment constitutes the legal, valid and binding obligation
of such party enforceable against such party in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights and general equitable
principles.



     SECTION 4. Binding Effect; Ratification.



     (a) This Amendment shall become effective, as of the date first set forth above, when
counterparts hereof shall have been executed and delivered by the parties hereto and thereafter
shall be binding on the parties hereto and their respective successors and assigns.



     (b) The Servicing Agreement, as amended hereby, remains in full force and effect. On and
after the date hereof, each reference in the Servicing Agreement to “this Agreement”, “hereof”,
“hereunder” or words of like import, and each reference in any other Related Document to the
Servicing Agreement, shall mean and be a reference to such Servicing Agreement, as amended hereby.



     (c) Except as expressly amended hereby, the Servicing Agreement shall remain in full force and
effect and is hereby ratified and confirmed by the parties hereto.



     SECTION 5. Miscellaneous.



     (a) THIS AMENDMENT 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.



     (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 HEAR AND DETERMINE
ANY CLAIM OR DISPUTES BETWEEN THEM PERTAINING TO THIS AMENDMENT OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AMENDMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT



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ANY APPEAL
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 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 8.1 OF THE SERVICING 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 AMENDMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



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



     (e) This Amendment 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.



     (f) Executed counterparts of this Amendment may be delivered electronically.



[SIGNATURES FOLLOW]



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



	 	 	 	 	 
	 	GE DEALER FLOORPLAN MASTER NOTE TRUST, as Owner




	 	By:  	 BNY MELLON TRUST OF DELAWARE, not in its individual
capacity, but solely as Trustee on behalf of Owner


 	 
	 	By:  	                                      /s/ Kristine K. Gullo
 	 
	 	 	Name:  	Kristine K. Gullo 	 
	 	 	Title:  	Vice President 	 




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GENERAL ELECTRIC CAPITAL CORPORATION, as the Master Servicer

 	 
	 	By:  	/s/ Thomas A. Davidson
 	 
	 	 	Name:  	Thomas A. Davidson 	 
	 	 	Title:  	Attorney-in-Fact 	 




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