Exhibit 4.1


 


EXECUTION COPY


 







ASSIGNMENT AND ASSUMPTION
AGREEMENT (this “Assignment”), dated as of December 4, 2015, by and among GENERAL ELECTRIC COMPANY, a New York
corporation (the “Assignor”), and GE CAPITAL GLOBAL HOLDINGS, LLC, a Delaware limited liability company (the
“Assignee”).


 


RECITALS


 


WHEREAS, the Assignor
is the Servicer Performance Guarantor under the Servicer Performance Guaranty, dated as of December 2, 2015 (the “Servicer
Performance Guaranty”);


 


WHEREAS, the Assignor
wishes to assign all of its rights, powers, trusts and obligations as Servicer Performance Guarantor under the Servicer Performance
Guaranty to the Assignee, and the Assignee wishes to assume such rights, powers, trusts and obligations as Servicer Performance
Guarantor under the Servicer 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 SERVICER 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 Servicer Performance Guaranty. The Rules of Construction set forth in Section 1.2 of the Servicer
Performance Guaranty shall be incorporated herein.


 


Section 2. 
Assignment and Assumption. (a) Pursuant to Section 3.3 of the Servicer Performance Guaranty, the Assignor
hereby assigns all of its rights, powers, trusts and obligations as Servicer Performance Guarantor under the Servicer Performance
Guaranty to the Assignee, effective as of the Effective Time, and the Assignee hereby assumes all of the rights, powers, trusts
and obligations of the Assignor under the Servicer Performance Guaranty, effective as of the Effective Time.


 


(b)  This
Assignment shall not constitute (i) a waiver by the Assignee of any obligation or liability which the Assignor may have incurred
in connection with its services as Servicer Performance Guarantor under the Servicer Performance Guaranty or (ii) an assumption
by the Assignee of any liability of the Assignor arising out of a breach by the Assignor of its obligations under the Servicer
Performance Guaranty. This Agreement does not constitute a waiver or assignment by the Assignor of any compensation, reimbursement,
expenses or indemnity to which it is or may be entitled pursuant to the Servicer Performance Guaranty.


 


Section 3. 
Representations of the Assignee. The Assignee hereby represents and warrants to the Assignor and the Beneficiary
that:


 


(a) 
The Assignee is a Permitted Guarantor Assignee.


 


(b)   This Agreement has been duly authorized, executed and delivered on behalf of the Assignee and constitutes its legal, valid
and binding obligation.


 




    	 	 



     


    


 


Section 4. 
Notices. For the purposes of Section 3.2 of the Servicer Performance Guaranty, all notices, whether faxed
or mailed, will be deemed received as provided in Section 3.2 of the Servicer Performance Guaranty when sent pursuant to
the following instructions:


 


TO THE ASSIGNOR:


 


General Electric
Company


201 High Ridge Road


Stamford, CT 06905


Attention: Treasury Legal Department


michael.paolillo@ge.com


 


			



TO THE ASSIGNEE:


			



 


GE Capital Global Holdings, LLC


901 Main Avenue

Norwalk, Connecticut 06851

Attention: Michael Paolillo

michael.paolillo@ge.com


 


TO THE BENEFICIARY:


 


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


 










    	 	2	Assignment
                                         and Assumption Agreement –
Servicer
                                         Performance Guaranty
(GE/GE
                                         Capital Global)




     


    




Section 5. 
Miscellaneous. (a) This Assignment is entered into and the assignment and assumption effected hereby shall be effective
as of 8:00 a.m. (New York time) on December 4, 2015 (the “Effective Time”); provided, that each of the
Assignor and the Assignee shall have executed a counterpart to this Assignment.


 


(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.]


 




    	 	3	Assignment
                                         and Assumption Agreement –
Servicer
                                         Performance Guaranty
(GE/GE
                                         Capital Global)




     


    

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 COMPANY,


as Assignor


 


By:   /s/ Daniel C. Janki


Name:Daniel C. Janki


Title:Senior Vice President and Treasurer


 




    	 	S-1	Assignment
                                         and Assumption Agreement –
Servicer
                                         Performance Guaranty
(GE/GE
                                         Capital Global)




     


    

 


GE CAPITAL GLOBAL HOLDINGS, LLC,

as Assignee


 


 


By:    /s/ Thomas A. Davidson


 Name:Thomas A. Davidson


 Title:Authorized Signatory


 


 



    	 	S-2	Assignment
                                         and Assumption Agreement –
Servicer
                                         Performance Guaranty
(GE/GE
                                         Capital Global)