GE TF Trust Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF GE EQUIPMENT TRANSPORTATION LLC, SERIES 2015-1 (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of March 4, 2015
Limited Liability Company Agreement • March 5th, 2015 • GE TF Trust • Asset-backed securities • Delaware

LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 4, 2015, adopted by GE Equipment Funding, LLC, as a member (the “Initial Member”).

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ADMINISTRATION AGREEMENT
Administration Agreement • March 5th, 2015 • GE TF Trust • Asset-backed securities
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SERVICING AGREEMENT
Servicing Agreement • September 18th, 2014 • GE TF Trust • Asset-backed securities
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RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • March 5th, 2015 • GE TF Trust • Asset-backed securities

This RECEIVABLES SALE AGREEMENT (“Agreement” or “Sale Agreement”) is entered into as of March 4, 2015 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”).

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GE EQUIPMENT TRANSPORTATION LLC, SERIES 2015-1 Asset Backed Notes UNDERWRITING AGREEMENT
Underwriting Agreement • February 26th, 2015 • GE TF Trust • Asset-backed securities • New York
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LIMITED REMOVAL AND CLEAN-UP CALL AGREEMENT
Limited Removal and Clean-Up Call Agreement • March 5th, 2015 • GE TF Trust • Asset-backed securities
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SERVICING AGREEMENT
Servicing Agreement • March 5th, 2015 • GE TF Trust • Asset-backed securities
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GE Equipment Midticket LLC, Series 2014-1 Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee ____________________ INDENTURE Dated as of September 17, 2014 $589,100,000 in aggregate principal amount of Notes, consisting of:
Indenture • September 18th, 2014 • GE TF Trust • Asset-backed securities • New York
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GE Equipment Transportation LLC, Series 2015-1 Issuer and Citibank, N.A., as Indenture Trustee INDENTURE Dated as of March 4, 2015 $564,000,000 in aggregate principal amount of Notes, consisting of:
Indenture • February 26th, 2015 • GE TF Trust • Asset-backed securities • New York
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SERIES 2014-1A 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 17, 2014
Trust Agreement • September 18th, 2014 • GE TF Trust • Asset-backed securities

THIS SERIES 2014-1A SUPPLEMENT TO TRUST AGREEMENT (as amended, modified or supplemented from time to time, this “Series 2014-1A SUBI Supplement”) is dated and effective as of September 17, 2014, 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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SERIES 2015-1 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 4, 2015
Subi Supplement to Trust Agreement • March 5th, 2015 • GE TF Trust • Asset-backed securities

THIS SERIES 2015-1 SUPPLEMENT TO TRUST AGREEMENT (as amended, modified or supplemented from time to time, this “Series 2015-1 SUBI Supplement”) is dated and effective as of March 4, 2015, 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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GE TF TRUST AND GENERAL ELECTRIC CAPITAL CORPORATION AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • March 18th, 2015 • GE TF Trust • Asset-backed securities • New York

This Agreement is being entered into to amend and restate that certain Amended and Restated Servicing Agreement, dated as of April 30, 2012, between the Trust and the Servicer (the “Original Amended and Restated Servicing Agreement”), which amended and restated the Servicing Agreement dated as of June 4, 2009, between the Trust and the Servicer (the “Servicing Agreement”).

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AMENDED AND RESTATED TRUST AGREEMENT BY AND BETWEEN GE CAPITAL TITLE HOLDING CORP., AS UTI BENEFICIARY AND WILMINGTON TRUST COMPANY, AS TRUSTEE, CREATING A DELAWARE STATUTORY TRUST TO BE KNOWN AS “GE TF TRUST” DATED AS OF MARCH 17, 2015
Trust Agreement • March 18th, 2015 • GE TF Trust • Asset-backed securities

AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 17, 2015 (as it may be modified, supplemented or amended from time to time in accordance with its terms, this “Agreement”), between GE Capital Title Holding Corp., a Delaware corporation, as UTI beneficiary (the “UTI Beneficiary” or “GE Title”) and Wilmington Trust Company, a Delaware trust company with trust powers (“WTC”), as trustee (the “Trustee”). Certain capitalized terms used herein are defined in Exhibit A.

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GE Equipment Transportation LLC, Series 2015-1 Issuer and Citibank, N.A., as Indenture Trustee ____________________ INDENTURE Dated as of March 4, 2015 $564,000,000 in aggregate principal amount of Notes, consisting of:
Indenture • March 5th, 2015 • GE TF Trust • Asset-backed securities • New York
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AMENDED AND RESTATED COLLATERAL AGENT ADMINISTRATION AGREEMENT
Collateral Agent Administration Agreement • March 18th, 2015 • GE TF Trust • Asset-backed securities • New York

AMENDED AND RESTATED COLLATERAL AGENT ADMINISTRATION AGREEMENT, dated as of March 17, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among GE TITLE AGENT LLC, a Delaware limited liability company, as collateral agent (the “Collateral Agent”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrator (the “Administrator”).

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COLLATERAL AGENCY SUPPLEMENT
Collateral Agency Supplement • March 5th, 2015 • GE TF Trust • Asset-backed securities • New York

This Collateral Agency Supplement, dated as of March 4, 2015 (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.

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COLLATERAL AGENCY SUPPLEMENT
Collateral Agency Supplement • February 26th, 2015 • GE TF Trust • Asset-backed securities • New York

This Collateral Agency Supplement, dated as of March 4, 2015 (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.

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AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT
Collateral Agency Agreement • March 18th, 2015 • GE TF Trust • Asset-backed securities • New York

AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of March 17, 2015 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between GE TF Trust, a Delaware statutory trust (the “Trust”), and GE Title Agent LLC, a Delaware limited liability company (“GETA LLC”, in its capacity as collateral agent, the “Collateral Agent”).

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COLLATERAL AGENCY SUPPLEMENT
Collateral Agency Supplement • September 18th, 2014 • GE TF Trust • Asset-backed securities • New York

This Collateral Agency Supplement, dated as of September 17, 2014 (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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