0001144204-15-069625 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 2014-1 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 2014-1, 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 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”).

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”).

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