Exhibit 4.2


 


EXECUTION COPY


 







INSTRUMENT OF RESIGNATION,
APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 2, 2015, by and among GE DEALER FLOORPLAN
MASTER NOTE TRUST, a Delaware statutory trust (“Trust”), BNY MELLON TRUST OF DELAWARE, as trustee (“Trustee”),
GENERAL ELECTRIC CAPITAL LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation, the
“Resigning Administrator”), and GE CAPITAL US HOLDINGS, INC., a Delaware corporation (the “Successor
Administrator”).


 


RECITALS


 


WHEREAS, Trust, Trustee
and Resigning Administrator are parties to a Administration Agreement dated as of August 12, 2004 (as amended, the “Administration
Agreement”); and


 


WHEREAS, the Resigning
Administrator wishes to resign as Administrator under the Administration Agreement; the Trust wishes to appoint the Successor Administrator
to succeed the Resigning Administrator as Administrator under the Administration Agreement; and the Successor Administrator wishes
to accept appointment as Administrator under the Administration Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants and promises herein, the receipt and sufficiency of which is hereby acknowledged, the Trust, the Trustee
the Resigning Administrator and the Successor Administrator agree as follows:


 


ARTICLE ONE


THE RESIGNING ADMINISTRATOR


 


Section 1.Definitions.Capitalized
terms used in this Agreement and not otherwise defined herein are used as defined in the Administration Agreement.


 


Section 2.Resignation.
Pursuant to Sections 8(b) and 8(e) of the Administration Agreement, the Resigning Administrator hereby notifies the
Trust, the Master Servicer and the Indenture Trustee that the Resigning Administrator is hereby resigning as Administrator under
the Administration Agreement, effective as of the Effective Time. The Trust hereby consents to the resignation of the Resigning
Administrator.


 


Section 3.Appointment.
The Trust hereby appoints the Successor Administrator as Administrator under the Administration Agreement, effective as of the
Effective Time, and confirms to the Successor Administrator all the rights, powers, trusts and duties of the Administrator under
the Administration Agreement.


 


Section 4.Acceptance
of Appointment. (a) The Successor Administrator hereby accepts its appointment as Administrator under the Administration Agreement,
effective as of the Effective Time, 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 Administrator under the Administration Agreement.


 






     


     


    

 


 


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


 


Section 5.Waiver.
Each of the Trust and the Master Servicer hereby waives the requirement to provide prior written notice of the Resigning Administrator’s
resignation pursuant to Sections 8(b) and 8(e) of the Administration Agreement.


 


Section 6.Representations
of Successor Administrator. The Successor Administrator hereby represents and warrants to the Resigning Administrator and to
the Trust that this Agreement has been duly authorized, executed and delivered on behalf of the Successor Administrator and constitutes
its legal, valid and binding obligation.


 


Section 7.Notices.
For the purposes of Section 10 of the Administration Agreement, all notices, whether faxed or mailed, will be deemed received
as provided in Section 10 of the Administration Agreement when sent pursuant to the following instructions:


 


TO THE RESIGNING ADMINISTRATOR:


 


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 SUCCESSOR ADMINISTRATOR:


 


GE Capital US Holdings, Inc.


901 Main Avenue

Norwalk, Connecticut 06851

Attention: Michael Paolillo

michael.paolillo@ge.com


 


 





Instrument of Resignation and 


Appointment –Administrator







 






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TO THE TRUST:


 


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:


 


GE Capital US Holdings, Inc.


901 Main Avenue

Norwalk, Connecticut 06851

Attention: Michael Paolillo

michael.paolillo@ge.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 1:00
a.m. (New York time) on December 2, 2015 (the “Effective Time”); provided, that (i) each of the Trust,
the Trustee, the Resigning Administrator and the Successor Administrator shall have executed a counterpart of this Agreement and
(ii) the Rating Agency Condition shall have been satisfied.


 


(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.]


 


 


Instrument of Resignation and 


Appointment –Administrator



 






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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 day and year
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 Trust


 


By: /s/ Kristine K. Gullo


Name:Kristine K. Gullo


Title:Vice President


 


 


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Appointment –Administrator



 






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BNY MELLON TRUST OF DELAWARE, not 

in its individual
capacity, but solely as Trustee


 


By: /s/ Kristine K. Gullo


Name:Kristine K. Gullo


Title:Vice President


 


 


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GENERAL ELECTRIC CAPITAL LLC, as 

Resigning Administrator


 


By: /s/ Thomas A. Davidson


Name:Thomas A. Davidson


Title:Authorized Signatory



 


 


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Appointment –Administrator



 


 






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GE CAPITAL US HOLDINGS, INC., as 

Successor Administrator


 


By: /s/ Thomas A. Davidson


Name:Thomas A. Davidson


Title:Authorized Signatory


 


 


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Appointment –Administrator



 


 






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Solely for the purposes of the waiver set forth in Section
5 of this Agreement:


 


 


GENERAL ELECTRIC CAPITAL LLC, as Master Servicer


 


By: /s/ Thomas A. Davidson


Name:Thomas A. Davidson


Title:Authorized Signatory


 


 


Instrument of Resignation and 


Appointment –Administrator



 


 











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