0001144204-15-069624 Sample Contracts

Contract
Appointment and Acceptance • December 7th, 2015 • Cef Equipment Holding LLC • Asset-backed securities

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 4, 2015, by and among GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-2 a Delaware limited liability company (“Issuer”), GENERAL ELECTRIC COMPANY, a New York corporation (the “Resigning Servicer”), and GE CAPITAL GLOBAL HOLDINGS, LLC, a Delaware limited liability company (the “Successor Servicer”).

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Contract
Resignation, Appointment and Acceptance • December 7th, 2015 • Cef Equipment Holding LLC • Asset-backed securities

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 2, 2015, by and among GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-2, a Delaware limited liability company (the “Issuer”), 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”).

ASSIGNMENT OF RECEIVABLES SALE AGREEMENT
Assignment of Receivables Sale Agreement • December 7th, 2015 • Cef Equipment Holding LLC • Asset-backed securities

THIS ASSIGNMENT OF RECEIVABLES SALE 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 Capital Corporation), as assignor (the “Assignor”) and GE Capital US Holdings, Inc., a Delaware corporation (the “Assignee”), and consented to by CEF Equipment Holding, L.L.C., a Delaware limited liability company (“CEF Holding”).

ASSIGNMENT AND ASSUMPTION OF INTERCREDITOR AGREEMENT
Assignment and Assumption of Intercreditor Agreement • December 7th, 2015 • Cef Equipment Holding LLC • Asset-backed securities

THIS ASSIGNMENT AND ASSUMPTION OF 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 Capital Corporation), as assignor originator (the “Assignor”), and GE Capital US Holdings, Inc., as assignee originator (the “Assignee”).

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