Exhibit 4.4


 


EXECUTION COPY







 


ASSIGNMENT AND ASSUMPTION
AGREEMENT (this “Assignment”), dated as of December 2, 2015, by and among GENERAL ELECTRIC CAPITAL LLC, a Delaware
limited liability company (formerly known as General Electric Capital Corporation, the “Assignor”), and GE CAPITAL
US HOLDINGS, INC., a Delaware corporation (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, 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 mutual covenants and promises herein, the receipt and sufficiency of which is hereby acknowledged, the Assignor
and the Assignee 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 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, 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, 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.


 


(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)            Notwithstanding
anything to the contrary set forth in this Section 2, this Assignment shall not effect a release, discharge or novation
of the obligations of the Assignor as Originator Performance Guarantor under the Originator Performance Guaranty.


 


(d)           The
Assignor and Assignee acknowledge and agree that the Assignee may further assign its rights, powers, trusts and duties as Originator
Performance Guarantor under the Originator Performance Guaranty to another entity so long as that entity agrees to be bound by
Section 2(e) of this Assignment, and upon such further assignment, the Assignee shall be released from all of its obligations
under the Originator Performance Guaranty. For the avoidance of doubt, no further assignment by the Assignee hereunder shall effect
a release, discharge or novation of the obligations of the Assignor as Originator Performance Guarantor under the Originator Performance
Guaranty.


 


 






    	 	 	 



     


    




 


(e)           Neither Assignee or 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 the Assignor
other than an amendment releasing and discharging the obligations of Assignor under the Originator Performance Guaranty.


 


Section 3.             Notices.
For the purposes of Section 3.1 of the Originator Performance Guaranty, all notices, whether faxed 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:


 


General Electric
Capital LLC


901 Main Avenue


Norwalk, Connecticut 06851


Attention:
Legal Department


michael.paolillo@ge.com


 


With a copy
to:


 


General Electric
Capital LLC


201 Merritt
7


Norwalk, Connecticut
06851


Attention:
Capital Markets - Securitization


steve.poulin@ge.com


michael.paolillo@ge.com


 



TO THE ASSIGNEE:



 


GE Capital US Holdings, Inc.


901 Main Avenue

Norwalk, Connecticut 06851

Attention: Michael Paolillo

michael.paolillo@ge.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



 





Assignment and Assumption Agreement –


Originator Performance Guaranty


(GE Capital LLC/GECUSHI)







 






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With a copy to:


 


GE Capital US Holdings, Inc.


901 Main Avenue


Norwalk, Connecticut 06851


Attention:
Michael Paolillo


michael.paolillo@ge.com


 


Section 4.             Indemnification.
Assignee shall indemnify and hold harmless Assignor and its successors (collectively, the “Assignor Performance Guarantor”),
and reimburse the Assignor Performance Guarantor for, all losses, damages, costs, expenses and liabilities (including reasonable
attorneys’ fees) that the Assignor Performance Guarantor may suffer or incur, or become subject to, as a result of any obligation
under the Originator Performance Guaranty retained by the 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
the Assignor Performance Guarantor after the Effective Time.  The Assignee acknowledges and agrees that Assignee shall be
obligated to perform all duties and obligations of the Assignor Performance Guarantor 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 the 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.             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 6.             Miscellaneous. (a) This Assignment is entered into and the assignment and assumption effected hereby shall be effective
as of 1:00 a.m. (New York time) on December 2, 2015 (the “Effective Time”); provided, that each of the
Issuer, the Assignor and the Assignee shall have executed a counterpart to this Assignment.


 





Assignment and Assumption Agreement –


Originator Performance Guaranty


(GE Capital LLC/GECUSHI)







 




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(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.]


 


Assignment and Assumption Agreement –


Originator Performance Guaranty


(GE Capital LLC/GECUSHI)







 





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


 





GENERAL ELECTRIC CAPITAL LLC,

as Assignor


 


By: /s/ Thomas A. Davidson                      


Name:Thomas A. Davidson


Title:Authorized Signatory








Assignment and Assumption Agreement –


Originator Performance Guaranty


(GE Capital LLC/GECUSHI)







 



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GE CAPITAL US HOLDINGS, INC.,

as Assignee 


 


By: /s/ Thomas A. Davidson                      


Name:Thomas A. Davidson


Title:Authorized Signatory


 



 


 





Assignment and Assumption Agreement –


Originator Performance Guaranty


(GE Capital LLC/GECUSHI)







 






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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


 


 


 





Assignment and Assumption Agreement –


Originator Performance Guaranty


(GE Capital LLC/GECUSHI)







 






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