Exhibit 4.3


 


EXECUTION COPY


 


ASSIGNMENT AND ASSUMPTION OF

AMENDED AND RESTATED INTERCREDITOR AGREEMENT


 


THIS ASSIGNMENT AND
ASSUMPTION OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of December 2, 2015 (this “Assignment”),
is among General Electric Capital LLC, a Delaware limited liability company (formerly known as General Electric Corporation, “GE
Capital”), as assignor servicer (the “Assignor Servicer”) and GE Capital US Holdings, Inc., as assignee
servicer (the “Assignee Servicer”).


 


BACKGROUND


 


WHEREAS, the Assignor
Servicer, GE Commercial Distribution Finance LLC, Brunswick Acceptance Company, LLC, Polaris Acceptance and GE Dealer Floorplan
Master Note Trust are parties to an Amended and Restated Intercreditor Agreement dated as of November 9, 2006 (as amended through
the date hereof, the “Intercreditor Agreement”);


 


WHEREAS, the Assignor
Servicer wishes to assign all of its rights and obligations as Servicer under (and as defined in) the Intercreditor Agreement to
the Assignee Servicer, and the Assignee Servicer wishes to assume such rights and obligations as Servicer under (and as defined
in) the Intercreditor Agreement.


 


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 Intercreditor Agreement and used but not otherwise defined herein have the meanings given to them
in (or by reference in) the Intercreditor Agreement.


 


SECTION 2. Assignment
and Assumption.


 


(a)               
The Assignor Servicer hereby assigns all of its rights and obligations as Servicer under (and as defined in) the Intercreditor
Agreement to the Assignee Servicer, effective as of the Effective Time, and the Assignee Servicer assumes such rights and obligations
as Servicer under (and as defined in) the Intercreditor Agreement, effective as of the Effective Time.


 


(b)              
This Agreement shall not constitute (i) a waiver by any of the parties hereto of any obligation or liability which the Assignor
Servicer may have incurred in connection with the Intercreditor Agreement or (ii) an assumption by the Assignee Servicer of any
liability of the Assignor Servicer arising out of a breach by the Assignor Servicer of its duties under the Intercreditor Agreement.


 


SECTION 3. Notices.
For the purposes of Section 5.1 of the Intercreditor Agreement, all notices, whether faxed or mailed, will be deemed received
as provided in Section 5.1 of the Intercreditor Agreement when sent pursuant to the following instructions:


 


If to the Assignor
Servicer:


 


General Electric
Capital LLC


901 Main Avenue


Norwalk, Connecticut
06851


Attention: Legal
Department


michael.paolillo@ge.com


 


 





Assignment
and Assumption of

Amended and Restated Intercreditor Agreement











     


     


    




 


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


 


If to the Assignee
Servicer:


 


GE Capital US
Holdings, Inc.


901 Main Avenue

Norwalk, Connecticut 06851

Attention: Legal Department

michael.paolillo@ge.com


 


If 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: Legal Department

michael.paolillo@ge.com


 


 


SECTION 4. 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 parties hereto shall
have executed a counterpart to this Assignment.


 


 





Assignment
and Assumption of

Amended and Restated Intercreditor Agreement











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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 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.


 


(c)               
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 ASSIGNMENT
OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS ASSIGNMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT 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 7.1 OF THE INTERCREDITOR 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.


 


(d)              
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 ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 





Assignment
and Assumption of

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


 


(f)               
This Assignment 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.


 


(g)              
Executed counterparts of this Assignment may be delivered electronically.


 


[SIGNATURES
FOLLOW] 


 





Assignment
and Assumption of

Amended and Restated Intercreditor Agreement











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


 


GENERAL ELECTRIC 

CAPITAL LLC,

as the Assignor Servicer


 


By: /s/ Thomas A. Davidson                          


Name:Thomas A. Davidson


Title:Authorized Signatory


 





Assignment
and Assumption of

Amended and Restated Intercreditor Agreement











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GE CAPITAL US HOLDINGS, INC.,

as the Assignee Servicer


 


By: /s/ Thomas A. Davidson                          


Name:Thomas A. Davidson


Title:Authorized Signatory


 





Assignment
and Assumption of

Amended and Restated Intercreditor Agreement











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