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Assignment And Assumption Of Intercreditor Agreement

Intercreditor Agreement

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 This Intercreditor Agreement involves

CEF EQUIPMENT HOLDING LLC | CEF EQUIPMENT HOLDING, LLC | GE Capital US Holdings, Inc | GE TF Trust, VFS Financing, Inc, General Electric Credit Corporation | Tennessee and GE Equipment Midticket LLC

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Title: ASSIGNMENT AND ASSUMPTION OF INTERCREDITOR AGREEMENT
Governing Law: New York     Date: 12/7/2015

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Exhibit 4.2

 

Execution Version

 

ASSIGNMENT AND ASSUMPTION OF
INTERCREDITOR AGREEMENT

 

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 ”).

BACKGROUND

WHEREAS, the Assignor, GE TF Trust, VFS Financing, Inc., General Electric Credit Corporation of Tennessee and GE Equipment Midticket LLC, Series 2013-1 (the “ Issuer ”) are parties to an Intercreditor Agreement dated as of September 25, 2013 (the “ Intercreditor Agreement ”);

WHEREAS, the Assignor wishes to assign all of its rights and obligations as an Originator under (and as defined in) the Intercreditor Agreement to the Assignee, and the Assignee wishes to assume such rights and obligations as an Originator under (and as defined in) the Intercreditor Agreement;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions . Capitalized terms defined in the Intercreditor Agreement and used but not otherwise defined herein have the meanings given to them in (or by reference in) the Intercreditor Agreement.

SECTION 2. Assignment and Assumption .

 

(a)          The Assignor hereby assigns all of its rights and obligations as an Originator under (and as defined in) the Intercreditor Agreement to the Assignee, effective as of the Effective Time, and the Assignee assumes such rights and obligations as an Originator under (and as defined in) the Intercreditor Agreement, effective as of the Effective Time.

 

(b)          This Agreement shall not constitute (i) a waiver by any of the parties hereto of any obligation or liability which the Assignor, may have incurred in connection with the Intercreditor Agreement or (ii) an assumption by the Assignee, of any liability of the Assignor, arising out of a breach by the Assignor, of its duties under the Intercreditor Agreement.

 

SECTION 3. Notices . For the purposes of Section 5.1 of the Intercreditor Agreement, all notices, whether faxed or mailed, will be deemed received as provided in Section 5.1 of the Intercreditor Agreement when sent pursuant to the following instructions:

  

 

GEEMT 2013-1 Assignment and Assumption of

Intercreditor Agreement

 

  

If to the Assignor:

 

General Electric Capital LLC

901 Main Avenue

Norwalk, Connecticut 06851

Attention: Legal Department

michael.paolillo@ge.com

 

With a copy to:

 

General Electric Capital LLC

201 Merritt 7

Norwalk, Connecticut 06851

Attention: Capital Markets - Securitization

charles.rhodes@ge.com

michael.paolillo@ge.com

 

If to the Assignee:

 

GE Capital US Holdings, Inc.

901 Main Avenue
Norwalk, Connecticut 06851
Attention: Legal Department
michael.paolillo@ge.com

 

If to the Issuer:

 

GE Equipment Midticket LLC, Series 2013-1

10 Riverview Drive
Danbury, Connecticut 06810
Attention: Capital Markets Operations
Telephone: (203) 749-2101

Facsimile: (203) 749-4054

 

With a copy to:

 

GE Capital US Holdings, Inc.

901 Main Avenue
Norwalk, Connecticut 06851
Attention: Legal Department
michael.paolillo@ge.com

 

SECTION 4. Miscellaneous .

 

(a)          This Assignment is entered into and the assignment and assumption effected hereby shall be effective as of 1:00 a.m. (New York time) on December 2, 2015 (the “ Effective Time &rdq


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