GE Equipment Transportation LLC, Series 2013-1 Issuer and Citibank, N.A., as Indenture Trustee ____________________ INDENTURE Dated as of March 20, 2013 $766,364,000 in aggregate principal amount of Notes, consisting of:Indenture • March 22nd, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities • New York
LIMITED LIABILITY COMPANY AGREEMENT OF GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1 (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of March 20, 2013Limited Liability Company Agreement • March 22nd, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities • Delaware
LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 20, 2013, adopted by CEF Equipment Holding, L.L.C., as a member (the “Initial Member”).
ADMINISTRATION AGREEMENT between GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1, as Issuer and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator Dated as of March 20, 2013Administration Agreement • March 14th, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities
RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • March 22nd, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities
This RECEIVABLES SALE AGREEMENT (“Agreement” or “Sale Agreement”) is entered into as of March 20, 2013 by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital” or the “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 Receivable Seller, the “Sellers,” and individually, each a “Seller”) and CEF EQUIPMENT HOLDING, L.L.C., a Delaware limited liability company (the “Purchaser”).
GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1 Asset Backed Notes UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities • New York
SERVICING AGREEMENT Dated as of March 20, 2013 by and among GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1 as the Issuer GE TF TRUST as the Titling Trust and GENERAL ELECTRIC CAPITAL CORPORATION, as the ServicerServicing Agreement • March 22nd, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities
SERIES 2013-1 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 March 20, 2013Subi Supplement to Trust Agreement • March 22nd, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities
THIS SERIES 2013-1 SUPPLEMENT TO TRUST AGREEMENT (as amended, modified or supplemented from time to time, this “Series 2013-1 SUBI Supplement”) is dated and effective as of March 20, 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”).
COLLATERAL AGENCY SUPPLEMENTCollateral Agency Supplement • March 14th, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities • New York
This Collateral Agency Supplement, dated as of March 20, 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 Citibank, N.A., 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.
COLLATERAL AGENCY SUPPLEMENTCollateral Agency Supplement • March 22nd, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities • New York
This Collateral Agency Supplement, dated as of March 20, 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 Citibank, N.A., 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.
ADMINISTRATION AGREEMENT between GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1, as Issuer and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator Dated as of March 20, 2013Administration Agreement • March 22nd, 2013 • GE Equipment Transportation LLC, Series 2013-1 • Asset-backed securities
