EXECUTION COPY
 LOAN PURCHASE AND SALE AGREEMENT
   
  
 700148757 06142559
    
    Loan Purchase and Sale Agreement




---



##### 



LOAN PURCHASE AND SALE AGREEMENT Agreement Purchase and Sale
Agreement CEF EQUIPMENT HOLDING, L.L.C. Seller GE EQUIPMENT TRANSPORTATION LLC,
SERIES 2011-1, Purchaser
  ARTICLE I
 DEFINITIONS AND INTERPRETATION
 Definitions Section 1 Annex A
 Rules of Construction Section 2 Annex A
 ARTICLE II
 SALES OF PURCHASER ASSETS
 Sale of Loans
 (i)
    
    the Loans and all obligations of the Obligors thereunder,
excluding amounts received thereunder prior to or on the Cut-off Date;(ii)
    
    all Related Security and any Collections and additional monies
received under the Loans and Related Security, unless related to amounts due in
respect of the Loans on or prior to the Cut-off Date;(iii)
    
    the Sale Agreement;(iv)
    
    all other property now or hereafter in the possession or
custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller
relating to any of the foregoing;(v)
    
    all Loan Files and Records with respect to any of the
foregoing; and(vi)
    
    all proceeds of the foregoing (all such assets, collectively,
the Purchaser Assets).
 700148757 06142559
    
    Loan Purchase and Sale Agreement




---



##### 



Loan Files
 (i)
    
    the original fully executed copy of the Loan;(ii)
    
    a record or facsimile of the original credit application, if
obtained, fully executed by the Obligor;(iii)
    
    the original certificate of title or file stamped copy of the
UCC financing statement or such other documents evidencing the security
interest of the Purchaser in the Equipment; and(iv)
    
    any and all other material documents relating to a Loan, an
Obligor or any of the Equipment.
 Grant of Security Interest; Subordination Section 2.1 Section 2.2 Deemed Loan
 (i)
    
    The parties hereto intend that this Agreement shall constitute
a security agreement under applicable law and that the Seller shall be deemed
to have granted, and the Seller hereby grants, to the Purchaser a first
priority lien and security interest in and to all of the Sellers right, title
and interest in, to and under the Purchaser Assets, all other Related Documents
to which the Seller is a party and all proceeds thereof (collectively, the
Deemed Collateral). The possession by the Purchaser of notes and
such other goods, money, documents, chattel paper or certificated securities
shall be deemed to be possession by or delivery to the secured party for
purposes of perfecting the security interest pursuant to the UCC in force in
the relevant jurisdiction (including, without limitation, Section 9-313(c)(1)
thereof). Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, bailees
or agents (as applicable) of the Purchaser for the purpose of perfecting such
security interest under applicable law (except that nothing in this sentence
shall cause any Person to be deemed to be an agent of the Purchaser for any
purpose other than for perfection of such security interest unless, and then
only to the extent, expressly appointed and authorized by the Purchaser in
writing).
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 2




---



##### 



(ii)
    
    The Purchaser acknowledges and agrees that the Deemed Loan is a
non-recourse obligation of the Seller secured solely by the Deemed Collateral
and does not represent an interest in any assets (other than the Deemed
Collateral) of the Seller (including by virtue of any deficiency claim in
respect of obligations not paid or otherwise satisfied from the Deemed
Collateral and proceeds thereof). In furtherance of and not in derogation of
the foregoing, the Purchaser acknowledges and agrees that:
 (A)
    
    The Purchaser shall not have any right, title
or interest in or to any assets (or interests therein) (other than the
Deemed Collateral) conveyed or purported to be conveyed by the Seller
to any other Person or Persons (whether by way of a sale, capital
contribution or by virtue of the granting of a lien) (Other
Assets); and
 (B)
    
    the Deemed Loan constitutes a claim (as defined
in Section 101 of the Bankruptcy Code) which may be satisfied solely
from the Deemed Collateral and its proceeds (whether through ordinary
liquidation or the exercise of UCC remedies and other remedies provided
herein) and does not constitute a claim against the Seller to the
extent that the Deemed Collateral and such proceeds are insufficient to
repay the Deemed Loan (including interest thereon, whether accrued
before or after the filing of a bankruptcy petition) in full.
 (iii)
    
    To the extent that, notwithstanding the agreements and
provisions contained in clause (ii) above, the Purchaser either (A)
asserts an interest or claim to, or benefit from, Other Assets, or (B) is
deemed to have any such interest, claim or benefit in or from Other Assets,
whether by operation of law, legal process, pursuant to applicable provisions
of insolvency laws or otherwise (including by virtue of Section 1111(b) of the
Bankruptcy Code or any successor provision having similar effect under the
Bankruptcy Code), then the Purchaser further acknowledges and agrees that any
such interest, claim or benefit in or from Other Assets is and shall be
expressly subordinated to the indefeasible payment in full of all obligations
and liabilities of the Seller other than the Deemed Loan, including, the
payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. The Purchaser further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 2.2 and the terms of this Section 2.2 may be
enforced by an action for specific performance.
 
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 3




---



##### 



Sale Price Article III Purchaser Purchase Price Section 2.1
 Removal and Sale of Loans Purchase Option Option
Price
 Purchase Option
Notice Section
2.4(a) clause (b)
  Section 2.4
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 4




---



##### 



ARTICLE III
 CONDITIONS PRECEDENT
 Conditions to Sale clause (e)
   Section 4.2(c)
    clauses (d) (e) (f) Section 3.1
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 5




---



##### 



ARTICLE IV
 REPRESENTATIONS, WARRANTIES AND COVENANTS
 Representations and Warranties of the Seller
 Valid Existence; Power and Authority
 UCC Information Schedule 4.1(b) Schedule 4.1(b) Schedule 4.1(b)
 Power, Authorization, Enforceable Obligations
 Enforceability
 Solvency
 Use of Proceeds
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 6




---



##### 



Investment Company Act
 Loans and Other Purchaser Assets Section 2.2
 Section 4.1
 Affirmative Covenants of the Seller
 Records
 Access
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 7




---



##### 



Compliance With Agreements and Applicable Laws
 Maintenance of Existence and Conduct of Business
 Notice of Material Event
 (i)
    
    any Litigation commenced or, to the knowledge of the Seller,
threatened against the Seller or with respect to or in connection with all or
any substantial portion of the Purchaser Assets or developments in such
Litigation in each case that the Seller believes has a reasonable risk of being
determined adversely to the Seller and that could, if determined adversely,
have a Material Adverse Effect on the Seller or the Purchaser; or(ii)
    
    the commencement of a case or proceeding by or against the
Seller seeking a decree or order in respect of the Seller (A) under the
Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or
other similar law, (B) appointing a custodian, receiver, liquidator, assignee,
trustee or sequestrator (or similar official) for the Seller or for any
substantial part of Sellers assets, or (C) ordering the winding-up or
liquidation of the affairs of the Seller.
 Separate Identity Exhibit 4.2(f)
 Deposit of Collections nd
 Negative Covenants of the Seller
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 8




---



##### 



Adverse Claims
 UCC Matters
 No Proceedings provided
 Consolidations, Mergers and Sales of Assets
 Perfection Representations and Warranties
 ARTICLE V
 INDEMNIFICATION
 Indemnification Purchaser Indemnified Person provided
 NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY
SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 9




---



##### 



CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
THAT MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER.
 ARTICLE VI
 CLEAN-UP CALL
 Clean-up Call plus
 ARTICLE VII
 MISCELLANEOUS
 Notices Section 7.1
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 10




---



##### 



No Waiver; Remedies
 Sections 4.1 4.2 4.3
  700148757 06142559
    
    Loan Purchase and Sale Agreement
 11




---



##### 



Successors and Assigns
 Termination; Survival of Obligations
 provided Section
7.2(b) Article V Sections 4.3(d) 7.3 7.4(b) 7.12
 Complete Agreement; Modification of Agreement Section 7.6
 Amendments and Waivers
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 12




---



##### 



GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL THIS
AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
THEREOF EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATION LAW) AND ANY APPLICABLE LAWS OF
THE UNITED STATES OF AMERICA.
 EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED , THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED FURTHER , THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
PURCHASER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE LOANS OR ANY SECURITY FOR THE OBLIGATIONS OF THE SELLER ARISING HEREUNDER OR
TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE PURCHASER. EACH PARTY HERETO
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED
UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT
AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS
ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 7.1 AND THAT SERVICE SO MADE SHALL BE
DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTYS ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER
DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 13




---



##### 



BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
 Counterparts
 Severability
 Section Titles
 No Setoff
 Confidentiality
 Further Assurances
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 14




---



##### 



Section
7.13
 Accounting Changes
  700148757 06142559
    
    Loan Purchase and Sale Agreement
 15




---



##### 



IN WITNESS WHEREOF
 CEF EQUIPMENT HOLDING, L.L.C.By:

/s/Name:
    Steven DayTitle:
    Vice PresidentGE EQUIPMENT TRANSPORTATION LLC,
SERIES 2011-1By:
    CEF Equipment Holding, L.L.C.,its Managing MemberBy:

/s/Name:
    Steven DayTitle:
    Vice President 700148757 06142559
    
    Loan Purchase and Sale Agreement
 S-1




---



##### 



Schedule 4.1(b)
 UCC INFORMATION
 CEF Equipment Holding, L.L.C.True Legal Name:
    
    CEF Equipment Holding, L.L.C.Jurisdiction of Organization:
    
    DelawareExecutive Offices/Principal Place of
Business:
    
    10 Riverview Drive
Danbury, Connecticut 06810Collateral Locations:
    
    Danbury, Connecticut
El Paso, Texas
MexicoTrade Names:
    
    N/AFEIN:
    
    20-0192070Organizational Identification Number:
    
    N/A
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 Sch.4.1(b)-1




---



##### 



Schedule 4.4
 PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
  General
    Creation
  Perfection
    700148757 06142559
    
    Loan Purchase and Sale Agreement
 Sch.4.4-1




---



##### 



Priority
  Survival of Perfection Representations Schedule 4.4
 No Waiver
 Seller to Maintain Perfection and Priority Filing
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 Sch.4.4-2




---



##### 



700148757 06142559
    
    Loan Purchase and Sale Agreement
 Sch.4.4-3




---



##### 



Schedule I
 Schedule of CEF Loans
 On file with Mayer Brown LLP
 700148757 06142559
    
    Loan Purchase and Sale Agreement




---



##### 



Exhibit 4.2(f)
 SEPARATE IDENTITY PROVISIONS
      paragraph (d)
  700148757 06142559
    
    Loan Purchase and Sale Agreement
 Exhibit 4.2(f)-1




---



##### 



700148757 06142559
    
    Loan Purchase and Sale Agreement
 Exhibit 4.2(f)-2




---



##### 



ANNEX A
  LOAN PURCHASE AND SALE AGREEMENT
   700148757 06142559
    
    Annex A to Loan Purchase and Sale Agreement




---



##### 



DEFINITIONS AND INTERPRETATION
 Definitions and Conventions
 Accounting Changes
 Administration Agreement
 Administrator
 Adverse Claim
 Affiliate
 Annual Percentage Rate APR
 Appendices
 Bankruptcy Code et seq
 Business Day
 CEF Limited Liability Company Agreement
 Closing Date
 700148757 06142559
    
    Annex A to
Loan Purchase and Sale Agreement




---



##### 



Collateral
 Collection Account
 Collection Period
 Collections
 Consumer Contract
 Credit and Collection Policies Credit and Collection Policy
 Cut-off Date
 Deemed Collateral Section 2.2(a)(i)
 Deemed Loan Section 2.2(a)
 Defaulted Loan
 Delinquent Loan
 Eligible Loan
 Characteristics of Purchaser Assets
 700148757 06142559
 2




---



##### 



Schedule of Purchaser Assets Schedules
I II III IV
 Compliance with Law
 Binding Obligation
 No Government Obligor
 Security Interest in the Equipment
 Purchaser Assets in Force
 No Amendment or Waiver
 No Defenses
 700148757 06142559
 3




---



##### 



Lawful Assignment
 All Filings Made
 One Original
 Insurance
 No Bankruptcies
 No Repossessions
 Instrument or Chattel Paper
 U.S. Obligors
 No Delinquent Loan.
 No Consumer Contract
 Equipment
 Event of Default
 Federal Reserve Board
 Final Maturity Date
 700148757 06142559
 4




---



##### 



GAAP Section 2(a) Annex A
 GE Capital
 Governmental Authority
 Indemnified Amounts
 Indenture
 Indenture Trustee
 Intercreditor Agreement
 Investment Company Act et seq.
 Issuer
 Issuer Limited Liability Company Agreement
 Lien
 Liquidated Loan
 700148757 06142559
 5




---



##### 



Liquidation Proceeds
 Litigation
 Loan
 Loan Files Section 2.1
 Loan Value
 Managing Member
 Material Adverse Effect
 Notes
 Obligor
 Option Price Section 2.4(a)
 700148757 06142559
 6




---



##### 



Original Seller
 Other Assets Section 2.2(a)(ii)(A)
 Payment Date th
 Permitted Encumbrances pari passu
 Person
 Pool Balance
 Precomputed Loan
 Purchase Amount
 700148757 06142559
 7




---



##### 



Purchase and Sale Agreement
 Purchase Option Section 2.4(a)
 Purchase Option Notice Section 2.4(b)
 Purchaser
 Purchaser Assets Section 2.1(a)
 Purchaser Indemnified Person Section 5.1
 Purchaser Purchase Price Section 2.3
 Rating Agency
 Rating Agency Condition
 Records
 Recoveries
 Redemption Date
 Related Documents
 700148757 06142559
 8




---



##### 



Related Security
 Sale Agreement
 Schedule of Loans Schedule I
 Scheduled Payment
 Securities Act
 Securities Exchange Act et seq.
 Seller
 Servicer
 Servicing Agreement
 Servicing Fee
 Simple Interest Loan
 Solvent
 700148757 06142559
 9




---



##### 



Stock
 Stockholder
 Sub-Servicer
 Sub-Servicing Agreement
 Subsidiary
 Successor Servicer Section 6.2
 Transfer Date
 Trust Account
 UCC
 Other Interpretive Matters Annex A
 700148757 06142559
 10




---



##### 



700148757 06142559
 11




---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND INTERPRETATION
    
    
    1Section 1.1
    
    Definitions
    
    
    1Section 1.2
    
    Rules of Construction
    
    
    1ARTICLE II SALES OF PURCHASER ASSETS
    
    
    1Section 2.1
    
    Sale of Loans
    
    
    1Section 2.2
    
    Grant of Security Interest; Subordination
    
    
    2Section 2.3
    
    Sale Price
    
    
    4Section 2.4
    
    Removal and Sale of Loans
    
    
    4ARTICLE III CONDITIONS PRECEDENT
    
    
    5Section 3.1
    
    Conditions to Sale
    
    
    5ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    6Section 4.1
    
    Representations and Warranties of the Seller
    
    
    6Section 4.2
    
    Affirmative Covenants of the Seller
    
    
    7Section 4.3
    
    Negative Covenants of the Seller
    
    
    9Section 4.4
    
    Perfection Representations and Warranties
    
    
    9ARTICLE V INDEMNIFICATION
    
    
    9Section 5.1
    
    Indemnification
    
    
    9ARTICLE VI CLEAN-UP CALL
    
    
    10Section 6.1
    
    Clean-up Call
    
    
    10ARTICLE VII MISCELLANEOUS
    
    
    10Section 7.1
    
    Notices
    
    
    10Section 7.2
    
    No Waiver; Remedies
    
    
    11Section 7.3
    
    Successors and Assigns
    
    
    12Section 7.4
    
    Termination; Survival of Obligations
    
    
    12Section 7.5
    
    Complete Agreement; Modification of Agreement
    
    
    12Section 7.6
    
    Amendments and Waivers
    
    
    13Section 7.7
    
    Governing Law; Consent to Jurisdiction; Waiver of Jury Trial
    
    
    13Section 7.8
    
    Counterparts
    
    
    14Section 7.9
    
    Severability
    
    
    14Section 7.10
    
    Section Titles
    
    
    14Section 7.11
    
    No Setoff
    
    
    14Section 7.12
    
    Confidentiality
    
    
    14Section 7.13
    
    Further Assurances
    
    
    14Section 7.14
    
    Accounting Changes
    
    
    15
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 -i-




---



##### 



TABLE OF CONTENTS
 PageSchedule 4.1(b)
    
    UCC InformationSchedule 4.4
    
    Perfection Representations, Warranties and CovenantsSchedule I
    
    Schedule of CEF LoansExhibit 4.2(f)
    
    Separate Identity ProvisionsAnnex A
    
    Definitions and Interpretation
 700148757 06142559
    
    Loan Purchase and Sale Agreement
 -ii-