0000950123-11-063138 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1 (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of June 29, 2011
Limited Liability Company Agreement • June 30th, 2011 • GE Equipment Transportation LLC, Series 2011-1 • Asset-backed securities • Delaware

LIMITED LIABILITY COMPANY AGREEMENT dated as of June 29, 2011, adopted by CEF Equipment Holding, L.L.C., as a member (the “Initial Member”).

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ADMINISTRATION AGREEMENT between GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1, as Issuer and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator Dated as of June 29, 2011
Administration Agreement • June 30th, 2011 • GE Equipment Transportation LLC, Series 2011-1 • Asset-backed securities

ADMINISTRATION AGREEMENT dated as of June 29, 2011, between GE Equipment Transportation LLC, Series 2011-1, a Delaware limited liability company (the “Issuer”), and General Electric Capital Corporation, a Delaware corporation, as administrator (the “Administrator”).

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GE Equipment Transportation LLC, Series 2011-1 Issuer and Citibank, N.A., as Indenture Trustee
Indenture • June 30th, 2011 • GE Equipment Transportation LLC, Series 2011-1 • Asset-backed securities • New York

INDENTURE, dated as of June 29, 2011 between GE Equipment Transportation LLC, Series 2011-1, a Delaware limited liability company (the “Issuer”), and Citibank, N.A., a National Banking Association, as trustee and not in its individual capacity (the “Indenture Trustee”).

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SERVICING AGREEMENT Dated as of June 29, 2011 by and between GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1 as the Issuer and GENERAL ELECTRIC CAPITAL CORPORATION, as the Servicer
Servicing Agreement • June 30th, 2011 • GE Equipment Transportation LLC, Series 2011-1 • Asset-backed securities

This SERVICING AGREEMENT, dated as of June 29, 2011 (this “Agreement” or “Servicing Agreement”), by and between GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1, 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”).

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LOAN SALE AGREEMENT June 29, 2011, between GENERAL ELECTRIC CAPITAL CORPORATION, as Seller and CEF EQUIPMENT HOLDING, L.L.C., as Purchaser
Loan Sale Agreement • June 30th, 2011 • GE Equipment Transportation LLC, Series 2011-1 • Asset-backed securities • Delaware
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LOAN PURCHASE AND SALE AGREEMENT Dated as of June 29, 2011 between CEF EQUIPMENT HOLDING, L.L.C., as Seller and GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1, as Purchaser
Loan Purchase and Sale Agreement • June 30th, 2011 • GE Equipment Transportation LLC, Series 2011-1 • Asset-backed securities • Delaware
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