GE Equipment Midticket LLC, Series 2013-1 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF GE EQUIPMENT MIDTICKET LLC, SERIES 2013-1 (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of September 16, 2013
Limited Liability Company Agreement • September 19th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities • Delaware

LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 16, 2013, adopted by GE Equipment Funding, LLC, as a member (the “Initial Member”).

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ADMINISTRATION AGREEMENT
Administration Agreement • September 25th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities
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RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • September 25th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities

This RECEIVABLES SALE AGREEMENT (“Agreement” or “Sale Agreement”) is entered into as of September 25, 2013 by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), VFS FINANCING, INC., a Delaware corporation (“VFS”), GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, a Tennessee corporation (“GECC of Tennessee,” and, together with GE Capital and VFS, the “Receivable Sellers,” and individually, each a “Receivable Seller”), GE CAPITAL TITLE HOLDING CORP., a Delaware corporation, as initial beneficiary of GE TF Trust (the “SUBI Seller” or “GECTHC” and, together with the Receivables Sellers, the “Sellers,” and individually, each a “Seller”) and CEF EQUIPMENT HOLDING, L.L.C., a Delaware limited liability company (the “Purchaser”).

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SERVICING AGREEMENT
Servicing Agreement • September 25th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities
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GE EQUIPMENT MIDTICKET LLC, SERIES 2013-1 Asset Backed Notes UNDERWRITING AGREEMENT
Collateral Agency Agreement • September 19th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities • New York
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LIMITED REMOVAL AND CLEAN-UP CALL AGREEMENT
Limited Removal and Clean-Up Call Agreement • September 25th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities
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GE Equipment Midticket LLC, Series 2013-1 Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee INDENTURE Dated as of September 25, 2013 $446,850,000 in aggregate principal amount of Notes, consisting of: $120,900,000 of 0.23000% Class...
Indenture • September 25th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities • New York
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SERIES 2013-1A SUBI SUPPLEMENT TO TRUST AGREEMENT between GE CAPITAL TITLE HOLDING CORP., As Settlor and Initial Beneficiary And WILMINGTON TRUST COMPANY, As UTI Trustee, Administrative Trustee and SUBI Trustee Dated as of September 25, 2013
Trust Agreement • September 25th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities

THIS SERIES 2013-1A SUPPLEMENT TO TRUST AGREEMENT (as amended, modified or supplemented from time to time, this “Series 2013-1A SUBI Supplement”) is dated and effective as of September 25, 2013, between GE CAPITAL TITLE HOLDING CORP., a Delaware corporation (“GECTHC”), as settlor (in such capacity, the “Settlor”) and as initial beneficiary (in such capacity, the “Initial Beneficiary”) and Wilmington Trust Company, a Delaware trust company, as UTI trustee (in such capacity, together with any successor or permitted assign, the “UTI Trustee”), as administrative trustee (in such capacity, together with any successor or permitted assign, the “Administrative Trustee”) and as SUBI trustee (in such capacity, together with any successor or permitted assign, the “SUBI Trustee”).

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Contract
Resignation, Appointment and Acceptance • December 7th, 2015 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 2, 2015, by and among GE EQUIPMENT MIDTICKET LLC, SERIES 2013-1, 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”).

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LIMITED LIABILITY COMPANY AGREEMENT OF GE EQUIPMENT FUNDING, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated September 16, 2013 GE EQUIPMENT FUNDING, LLC
Limited Liability Company Agreement • September 25th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities • Delaware

LIMITED LIABILITY COMPANY AGREEMENT dated as of September 16, 2003, adopted by General Electric Capital Corporation, as a member (the “Initial Member”).

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ASSIGNMENT AND ASSUMPTION OF INTERCREDITOR AGREEMENT
Assignment and Assumption of Intercreditor Agreement • December 7th, 2015 • GE Equipment Midticket LLC, Series 2013-1 • 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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ASSIGNMENT OF RECEIVABLES SALE AGREEMENT
Assignment of Receivables Sale Agreement • December 7th, 2015 • GE Equipment Midticket LLC, Series 2013-1 • 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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Contract
Appointment and Acceptance • December 7th, 2015 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 4, 2015, by and among GE EQUIPMENT MIDTICKET LLC, SERIES 2013-1 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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COLLATERAL AGENCY SUPPLEMENT
Collateral Agency Supplement • September 19th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities • New York

This Collateral Agency Supplement, dated as of September 25, 2013 (as amended, supplemented or otherwise modified from time to time, this “Collateral Agency Supplement”), to the Amended and Restated Collateral Agency Agreement, dated as of April 30, 2012 (as heretofore amended, restated, supplemented or otherwise modified, the “Collateral Agency Agreement”), is among GE TF Trust (the “Trust”), GE Title Agent, LLC, as collateral agent (in such capacity, the “Collateral Agent”), General Electric Capital Corporation (together with its permitted successors and assigns, “GECC”), all parties which have heretofore executed a supplement thereto as a Secured Party (each, a “Secured Party” and collectively, the “Secured Parties”) and Deutsche Bank Trust Company Americas, as Indenture Trustee (“New Secured Party”). Terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Collateral Agency Agreement.

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COLLATERAL AGENCY SUPPLEMENT
Collateral Agency Supplement • September 25th, 2013 • GE Equipment Midticket LLC, Series 2013-1 • Asset-backed securities • New York

This Collateral Agency Supplement, dated as of September 25, 2013 (as amended, supplemented or otherwise modified from time to time, this “Collateral Agency Supplement”), to the Amended and Restated Collateral Agency Agreement, dated as of April 30, 2012 (as heretofore amended, restated, supplemented or otherwise modified, the “Collateral Agency Agreement”), is among GE TF Trust (the “Trust”), GE Title Agent, LLC, as collateral agent (in such capacity, the “Collateral Agent”), General Electric Capital Corporation (together with its permitted successors and assigns, “GECC”), all parties which have heretofore executed a supplement thereto as a Secured Party (each, a “Secured Party” and collectively, the “Secured Parties”) and Deutsche Bank Trust Company Americas, as Indenture Trustee (“New Secured Party”). Terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Collateral Agency Agreement.

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