SERVICING AGREEMENT Dated as of June 16, 2005 by and between GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2005-1 as the Issuer and GENERAL ELECTRIC CAPITAL CORPORATION, as the ServicerServicing Agreement • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities
This SERVICING AGREEMENT, dated as of June 16, 2005 (this “Agreement” or “Servicing Agreement”), by and between GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2005-1, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), in its capacity as the servicer hereunder (the “Servicer”).
GE Commercial Equipment Financing LLC, Series 2005-1 Issuer and JPMorgan Chase Bank, N.A., as Indenture Trustee. INDENTURE Dated as of June 16, 2005 $654,062,000 in aggregate principal amount of Notes, consisting of: $140,000,000 of 3.42375% Class A-1...Indenture • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities • New York
INDENTURE, dated as of June 16, 2005, between GE Commercial Equipment Financing LLC, Series 2005-1, a Delaware limited liability company (the “Issuer”), and JPMorgan Chase Bank, N.A., as trustee and not in its individual capacity (the “Indenture Trustee”).
CONFIRMATIONConfirmation • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of November 16, 2004, as amended or supplemented from time to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.
ADMINISTRATION AGREEMENT between GE Commercial Equipment Financing LLC, Series 2005-1, as Issuer and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator Dated as of June 16, 2005Administration Agreement • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities
ADMINISTRATION AGREEMENT dated as of June 16, 2005, between GE Commercial Equipment Financing LLC, Series 2005-1, a Delaware limited liability company (the “Issuer”), and General Electric Capital Corporation, a Delaware corporation, as administrator (the “Administrator”).
CONFIRMATIONConfirmation • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 16, 2005, as amended or supplemented from time to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.
LIMITED LIABILITY COMPANY AGREEMENT OF GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2005-1 (A DELAWARE LIMITED LIABILITY COMPANY) Dated June 16, 2005Limited Liability Company Agreement • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities • Delaware
LIMITED LIABILITY COMPANY AGREEMENT dated as of June 16, 2005, adopted by CEF Equipment Holding, L.L.C., as a member (the “Initial Member”).
SCHEDULE to the Master Agreement dated as of June 16, 2005 between GENERAL ELECTRIC CAPITAL SERVICES, INC. (“Party A”) and CEF EQUIPMENT HOLDING, L.L.C. (“Party B”) Part 1 Termination ProvisionsMaster Agreement • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities • New York
GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2005-1 Asset Backed Notes UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities • New York
Acting on behalf of itself and as the Representative of the several Underwriters named in Schedule I hereto (in either such capacity sometimes herein the “Representative”)
International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of June 16, 2005 among: GENERAL ELECTRIC CAPITAL SERVICES, INC. (the “Remaining Party”), CEF EQUIPMENT HOLDING, L.L.C. (the “Transferor”) and GE COMMERCIAL EQUIPMENT...Novation Agreement • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities • New York
The Transferor and the Remaining Party have entered into Transactions (the “Old Transactions”), evidenced by the Confirmations (the “Old Confirmations”) subject to an ISDA Master Agreement dated as of June 16, 2005, between the Remaining Party and the Transferor (including the Schedule and any Credit Support Documents, the “Old Agreement”) each attached hereto as Exhibit A.
LOAN PURCHASE AND SALE AGREEMENT Dated as of June 16, 2005 between CEF EQUIPMENT HOLDING, L.L.C., as Seller and GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2005-1, as PurchaserLoan Purchase and Sale Agreement • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities • Delaware
LOAN SALE AGREEMENT June 16, 2005, among GENERAL ELECTRIC CAPITAL CORPORATION, as Seller, GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, as Seller, and CEF EQUIPMENT HOLDING, L.L.C., as PurchaserLoan Sale Agreement • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities • Delaware
CONFIRMATION Date: June 16, 2005 To: CEF Equipment Holding, L.L.C. (“Party B”) Attention: Manager, Conduit Administration From: General Electric Capital Services, Inc. (“Party A”) Transaction Reference Number: 19496Confirmation • June 21st, 2005 • Cef Equipment Holding LLC • Asset-backed securities
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 16, 2005, as amended or supplemented from time to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.
