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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 ")

Assignment and Assumption Agreement

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CDF FUNDING, INC. | GE CAPITAL GLOBAL HOLDINGS, LLC | GE Capital US Holdings, Inc

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Title: 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 ")
Governing Law: New York     Date: 12/7/2015

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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


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