EXECUTION COPY
 ADMINISTRATION AGREEMENT
  
  
  Administration Agreement




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TABLE OF CONTENTS
 Page1.
    
    DUTIES OF THE ADMINISTRATOR
    
    
    12.
    
    RECORDS
    
    
    63.
    
    COMPENSATION
    
    
    64.
    
    ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER
    
    
    65.
    
    INDEPENDENCE OF THE ADMINISTRATOR
    
    
    66.
    
    NO JOINT VENTURE
    
    
    67.
    
    OTHER ACTIVITIES OF THE ADMINISTRATOR
    
    
    78.
    
    TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF THE ADMINISTRATOR
    
    
    79.
    
    ACTION UPON TERMINATION, RESIGNATION OR REMOVAL
    
    
    810.
    
    NOTICES
    
    
    911.
    
    AMENDMENTS
    
    
    912.
    
    SUCCESSORS AND ASSIGNS
    
    
    913.
    
    GOVERNING LAW
    
    
    1014.
    
    OTHER INTERPRETIVE MATTERS
    
    
    1115.
    
    HEADINGS
    
    
    1116.
    
    COUNTERPARTS
    
    
    1117.
    
    SEVERABILITY
    
    
    1218.
    
    NOT APPLICABLE TO THE ADMINISTRATOR IN OTHER CAPACITIES
    
    
    1219.
    
    LIMITATION OF LIABILITY OF THE MANAGING MEMBER
    
    
    1220.
    
    INDEMNIFICATION
    
    
    12
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ADMINISTRATION AGREEMENT Issuer Administrator
 RECITALS
 WHEREAS Class A Notes Class B Notes Class C Notes Notes Indenture
 WHEREAS Purchase and Sale Agreement Transferor Servicing Agreement Servicer Related Documents
 WHEREAS Collateral Owners
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 Duties of the Administrator
 Duties with Respect to the Indenture
 Administration Agreement




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Administration Agreement
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Administration Agreement
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Duties with Respect to the Issuer Section 5
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provided,
however
 clauses
(ii) (iii) Accountants clause (ii)
 provided, however
  Non-Ministerial Matters  
  Administration Agreement
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Records
 Compensation
 Additional Information to be Furnished to the Issuer
 Independence of the Administrator
 No Joint Venture
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Other Activities of the Administrator
 Term of Agreement; Resignation and Removal of the Administrator
 Section 8(g)
 Section 8(e)
 Section 8(e)
    clauses (ii) (iii)
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Sections
8(c) (d)
 Section 3
   Article 8
 Action upon Termination, Resignation or Removal Section 8(a) Section 8(b) (c) Section 8(a) Section 8(b) (c)
 Administration Agreement
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Notices
 (a)
    
    if to the Issuer, to:
 
 (b)
    
    if to the Administrator, to:
 
 (c)
    
    if to the Indenture Trustee, to:
 th
  Amendments
 Successors and Assigns
 Administration Agreement
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Governing Law
  Administration Agreement
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Other Interpretive Matters     
 Headings
 Counterparts
 Administration Agreement
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Severability
 Not Applicable to the Administrator in Other Capacities
 Limitation of Liability of the Managing Member
 Indemnification
  Administration Agreement
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GE EQUIPMENT TRANSPORTATION LLC,
SERIES 2011-1By:
    CEF Equipment Holding, L.L.C.,its Managing MemberBy:

/s/Name:
    Steven DayTitle:
    Vice PresidentGENERAL ELECTRIC CAPITAL CORPORATION, as AdministratorBy:

/s/Name:
    Thomas A, DavidsonTitle:
    Attorney-In-Fact  CEF EQUIPMENT HOLDING, L.L.C.
 
 By:

/s/Name:
    Steven DayTitle:
    Vice President Administration Agreement
 S-1