EXECUTION COPY
 
  
 INDENTURE




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TIA Section
    
    Indenture Section310(a)(1)
    
    
    6.11(a)(2)
    
    
    6.11(a)(3)
    
    
    6.10
    (b)(a)(4)
    
    Not Applicable(b)
    
    
    6.11(c)
    
    Not Applicable311(a)
    
    
    6.13(b)
    
    
    6.13312(a)
    
    
    7.1(b)
    
    
    7.2
    (b)(c)
    
    
    7.2
    (c)313(a)
    
    
    6.14(b)(1)
    
    
    6.14(b)(2)
    
    
    6.14(c)
    
    6.14; 7.3(a)(ii)(d)
    
    
    6.14314(a)
    
    
    7.3(b)
    
    
    3.6; 8.8(c)(1)
    
    
    8.7(c)(2)
    
    
    8.7(c)(3)
    
    
    8.7(d)
    
    
    8.7(e)
    
    
    11.1(f)
    
    Not Applicable315(a)
    
    
    6.1(b)
    
    
    6.5(c)
    
    
    6.1(d)
    
    
    6.7(e)
    
    
    5.10316(a) (last sentence)
    
    
    2.12(a)(1)(A)
    
    
    5.8(a)(1)(B)
    
    
    5.9(a)(2)
    
    Not Applicable317(a)(1)
    
    
    5.2(a)(2)
    
    
    5.2(b)
    
    
    6.16318(a)
    
    
    11.19(c)
    
    
    11.19




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
    
    
    2SECTION 1.1.
    
    Definitions
    
    
    2SECTION 1.2.
    
    Other Interpretive Matters
    
    
    19SECTION 1.3.
    
    Incorporation by Reference of TIA
    
    
    19ARTICLE II THE NOTES
    
    
    20SECTION 2.1.
    
    Form
    
    
    20SECTION 2.2.
    
    Execution, Authentication and Delivery
    
    
    20SECTION 2.3.
    
    Temporary Notes
    
    
    21SECTION 2.4.
    
    Registration; Registration of Transfer and Exchange
    
    
    21SECTION 2.5.
    
    Mutilated, Destroyed, Lost or Stolen Notes
    
    
    23SECTION 2.6.
    
    Persons Deemed Owner
    
    
    23SECTION 2.7.
    
    Payment of Principal and Interest; Defaulted Interest
    
    
    24SECTION 2.8.
    
    Cancellation
    
    
    25SECTION 2.9.
    
    Global Notes
    
    
    26SECTION 2.10.
    
    Notices to Clearing Agency
    
    
    27SECTION 2.11.
    
    Definitive Notes
    
    
    27SECTION 2.12.
    
    Notes Owned by the Issuer or its Affiliates
    
    
    27SECTION 2.13.
    
    CUSIP Numbers
    
    
    28SECTION 2.14.
    
    Perfection Representations and Warranties
    
    
    28SECTION 2.15.
    
    Notes to Constitute Indebtedness
    
    
    28ARTICLE III COVENANTS
    
    
    28SECTION 3.1.
    
    Payments
    
    
    28SECTION 3.2.
    
    Maintenance of Office or Agency
    
    
    28SECTION 3.3.
    
    Paying Agents Obligations
    
    
    28SECTION 3.4.
    
    Existence
    
    
    28SECTION 3.5.
    
    Protection of the Collateral; Further Assurances
    
    
    29SECTION 3.6.
    
    Opinions as to the Collateral
    
    
    29SECTION 3.7.
    
    Performance of Obligations; Servicing of Loans
    
    
    30SECTION 3.8.
    
    Taxes
    
    
    32SECTION 3.9.
    
    Annual Statement as to Compliance
    
    
    32SECTION 3.10.
    
    Information to Be Provided by the Indenture Trustee
    
    
    33SECTION 3.11.
    
    Negative Covenants
    
    
    34SECTION 3.12.
    
    Successor or Transferee
    
    
    36SECTION 3.13.
    
    Notice of Events of Default
    
    
    36SECTION 3.14.
    
    Further Instruments and Acts
    
    
    37
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TABLE OF CONTENTS
 PageARTICLE IV SATISFACTION AND DISCHARGE
    
    
    37SECTION 4.1.
    
    Satisfaction and Discharge of Indenture
    
    
    37SECTION 4.2.
    
    Application of Trust Funds
    
    
    37ARTICLE V REMEDIES
    
    
    38SECTION 5.1.
    
    Events of Default
    
    
    38SECTION 5.2.
    
    Remedies
    
    
    38SECTION 5.3.
    
    [Reserved]
    
    
    41SECTION 5.4.
    
    Unconditional Rights of Noteholders To Receive
Principal and Interest
    
    
    41SECTION 5.5.
    
    Restoration of Rights and Remedies
    
    
    42SECTION 5.6.
    
    Rights and Remedies Cumulative
    
    
    42SECTION 5.7.
    
    Delay or Omission Not a Waiver
    
    
    42SECTION 5.8.
    
    Control by Noteholders
    
    
    42SECTION 5.9.
    
    Waiver of Past Defaults
    
    
    43SECTION 5.10.
    
    Undertaking for Costs
    
    
    44SECTION 5.11.
    
    Waiver of Stay or Extension Laws
    
    
    44SECTION 5.12.
    
    Action on Notes
    
    
    44SECTION 5.13.
    
    [Reserved]
    
    
    44SECTION 5.14.
    
    Sale of Collateral
    
    
    45ARTICLE VI THE INDENTURE TRUSTEE
    
    
    46SECTION 6.1.
    
    Duties of the Indenture Trustee
    
    
    46SECTION 6.2.
    
    Rights of Indenture Trustee
    
    
    48SECTION 6.3.
    
    Individual Rights of the Indenture Trustee
    
    
    50SECTION 6.4.
    
    Funds Held in Trust
    
    
    50SECTION 6.5.
    
    Notice of Defaults
    
    
    50SECTION 6.6.
    
    [Reserved]
    
    
    50SECTION 6.7.
    
    Compensation and Indemnity
    
    
    50SECTION 6.8.
    
    Resignation and Removal; Appointment of Successor
    
    
    51SECTION 6.9.
    
    Successor Indenture Trustee by Merger
    
    
    52SECTION 6.10.
    
    Appointment of Co-Trustee or Separate Trustee
    
    
    53SECTION 6.11.
    
    Eligibility; Disqualification
    
    
    54SECTION 6.12.
    
    Acceptance by Indenture Trustee
    
    
    55SECTION 6.13.
    
    Preferential Collection of Claims Against the Issuer
    
    
    55SECTION 6.14.
    
    Reports by Indenture Trustee to Noteholders
    
    
    55SECTION 6.15.
    
    Representations and Warranties
    
    
    56SECTION 6.16.
    
    The Paying Agent
    
    
    56SECTION 6.17.
    
    Repayment of Amounts Held by Paying Agent
    
    
    58
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TABLE OF CONTENTS
 PageARTICLE VII NOTEHOLDERS LISTS AND REPORTS
    
    
    58SECTION 7.1.
    
    Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders
    
    
    58SECTION 7.2.
    
    Preservation of Information; Communications to Noteholders
    
    
    58SECTION 7.3.
    
    Reports by Issuer
    
    
    59SECTION 7.4.
    
    De-Listing of Definitive Notes
    
    
    59ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
    
    
    60SECTION 8.1.
    
    Collection of Amounts Due
    
    
    60SECTION 8.2.
    
    Trust Accounts
    
    
    60SECTION 8.3.
    
    Priority of Payments
    
    
    61SECTION 8.4.
    
    Reserve Account
    
    
    65SECTION 8.5.
    
    Reports
    
    
    66SECTION 8.6.
    
    General Provisions Regarding Accounts
    
    
    67SECTION 8.7.
    
    Release of Collateral
    
    
    68SECTION 8.8.
    
    Opinion of Counsel
    
    
    68ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    69SECTION 9.1.
    
    Supplemental Indentures Without Consent of Noteholders
    
    
    69SECTION 9.2.
    
    Supplemental Indentures With Consent of Noteholders
    
    
    70SECTION 9.3.
    
    Execution of Supplemental Indentures
    
    
    71SECTION 9.4.
    
    Effect of Supplemental Indenture
    
    
    71SECTION 9.5.
    
    Reference in Notes to Supplemental Indentures
    
    
    71SECTION 9.6.
    
    Conformity with Trust Indenture Act
    
    
    72ARTICLE X REDEMPTION OF NOTES
    
    
    72SECTION 10.1.
    
    Redemption
    
    
    72SECTION 10.2.
    
    Form of Redemption Notice
    
    
    72SECTION 10.3.
    
    Notes Payable on Redemption Date
    
    
    72ARTICLE XI MISCELLANEOUS
    
    
    73SECTION 11.1.
    
    Compliance Certificates and Opinions, etc.
    
    
    73SECTION 11.2.
    
    Form of Documents Delivered to Indenture Trustee
    
    
    75SECTION 11.3.
    
    Acts of Noteholders
    
    
    76SECTION 11.4.
    
    Notices, etc., to the Indenture Trustee,
Issuer and Rating Agencies
    
    
    76SECTION 11.5.
    
    Notices to Noteholders; Waiver
    
    
    77SECTION 11.6.
    
    Alternate Payment and Notice Provisions
    
    
    78SECTION 11.7.
    
    Successors and Assigns
    
    
    78
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TABLE OF CONTENTS
 PageSECTION 11.8.
    
    Severability
    
    
    78SECTION 11.9.
    
    Benefits of Indenture
    
    
    78SECTION 11.10.
    
    Legal Holidays
    
    
    78SECTION 11.11.
    
    Governing Law
    
    
    78SECTION 11.12.
    
    Counterparts
    
    
    80SECTION 11.13.
    
    Recording of Indenture
    
    
    80SECTION 11.14.
    
    Trust Obligation
    
    
    80SECTION 11.15.
    
    Communication by Noteholders with Other Noteholders
    
    
    80SECTION 11.16.
    
    Inspection
    
    
    80SECTION 11.17.
    
    Agents of the Issuer
    
    
    81SECTION 11.18.
    
    Survival of Representations and Warranties
    
    
    81SECTION 11.19.
    
    Conflict with Trust Indenture Act
    
    
    81SECTION 11.20.
    
    Subordination
    
    
    81SECTION 11.21.
    
    Patriot Act
    
    
    82
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EXHIBITS
 EXHIBIT A-1
    
    Form of Class A NotesEXHIBIT A-2
    
    Form of Class B NotesEXHIBIT A-3
    
    Form of Class C NotesEXHIBIT B
    
    Form of Section 3.9 Officers CertificateEXHIBIT C
    
    Servicing Criteria to be Addressed in Assessment of ComplianceEXHIBIT D
    
    Form of Annual Certification of the Indenture TrusteeEXHIBIT E
    
    Form of Noteholders Statement Pursuant to Section 8.5SCHEDULE 1
    
    Perfection Representations, Warranties and Covenants
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INDENTURE Issuer Indenture Trustee
 Class A-1 Notes Class
A-2 Notes Class A-3
Notes Class A-4 Notes Class A
Notes Class B Notes Class C Notes Notes
    GRANTING CLAUSE
 Collateral




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clauses (a) (h)
 clauses (a) (i)
 clauses (a) (j)
    ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
 Definitions
  2




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Account
 Act Section 11.3
 Administration Agreement
 Administration Fee
 Administrator
 Affiliate
 Annual Percentage Rate APR
 Authorized Officer
 Available Amounts
     3




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provided
 Available Reserve Account Amount
 Bankruptcy Code et seq.
 Benefit Plan Section 2.4(a)
 Business Day
 CEF Limited Liability Company Agreement
 Certificated Security
 Chattel Paper
 Class
 Class A Noteholder
 Class A Notes
 Class A-1 Interest Rate
  4




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Class A-1 Maturity Date
 Class A -1 Noteholder
 Class A-1 Notes
 Class A-2 Interest Rate
 Class A-2 Maturity Date
 Class A -2 Noteholder
 Class A-2 Notes
 Class A-3 Interest Rate
 Class A-3 Maturity Date
 Class A -3 Noteholder
 Class A-3 Notes
 Class A-4 Interest Rate
 Class A-4 Maturity Date
 Class A -4 Noteholder
 Class A-4 Notes
 Class B Interest Rate
 Class B Maturity Date
 Class B Noteholder
  5




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Class B Notes
 Class C Interest Rate
 Class C Maturity Date
 Class C Noteholder
 Class C Notes
 Clean-Up Call
 Clearing Agency
 Clearing Agency Participant
 Closing Date
 Code
 Collateral
 Collection Account Section 8.2
 Collection Period
 Collections
  6




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Commission
 Corporate Trust Office
 Credit and Collection Policies Credit and Collection Policy
 Cut-off Date
 Default
 Defaulted Loan
 Definitive Notes Section 2.9
 Delinquent Loan
 Deposit Account
 Determination Date
 DTC
 Eligible Deposit Account
  7




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Equipment
 Equipment Loan
 ERISA
 Euroclear
 Event of Default Section 5.1
 Excess Reserve
 Excess Spread Amount clauses
(i) (viii) Section 8.3(a)
 Executive Officer
 Federal Book-Entry Regulations
 Final Maturity Date
 Financial Asset
 Fitch
 GE Capital
 General Intangibles
 Global Note Section 2.9
 Grant
  8




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Indenture
 Indenture Trustee
 Independent provided however
 Independent Certificate Section 11.1
 Insolvency Event
  9




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Instrument
 Interest Accrual Period
 Interest Rate
 Investment Company Act
 Investment Earnings Section 8.6(a)
 Investment Property
 Issuer
 Issuer Limited Liability Company Agreement
 Issuer Order Issuer Request
  10




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Lien
 Liquidated Loan
 Liquidation Proceeds
 Loan
 Loan Files Section 2.1
 Loan Value
 Managing Member
 Maturity Date
 Monthly Interest Amount Payable
  11




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Monthly Interest Shortfall
 Moodys
 Note Balance
 Note Distribution Account Section 8.2(a)
 Note Owner
 Note Pool Factor
 Note Register Note Registrar Section
2.4
 Noteholder
 Notes
 Obligor
 Officers Certificate
 Opinion of Counsel
 Other Assets Section 11.20
  12




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Outstanding
  provided , however ,
 provided
 Outstanding Principal Balance
 Overcollateralization Amount
 Paying Agent Section
6.11
 Payment Date
 Permitted Investments
  13




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clause (a) provided
 provided
   provided clauses (e) (f)
 Person
 Pool Balance
 Precomputed Loan
  14




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Predecessor Note Section 2.5
 Proceeding
 Proceeds
 Promissory Note
 Prospectus
 Purchase Amount
 Purchase and Sale Agreement
 Purchased Loan
 Purchaser
 Rating Agency
 Rating Agency Condition
  15




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Record Date
 Records
 Recoveries
 Redemption Date Section
10.1
 Redemption Price
 Regulation AB
 Related Documents
 Related Security
  16




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Required Reserve Account Amount
 Reserve Account Section 8.2
 Reserve Account Deficiency over
 Responsible Officer
 S&P
 Sale Agreement
 Scheduled Payment
 Securities Account
 Securities Act
 Securities Exchange Act et seq.
 Securities Intermediary
 Seller
 Servicer
  17




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Servicers Certificate Section 2.7
 Servicing Criteria
 Servicer Default Section 5.1
 Servicing Advance
 Servicing Agreement
 Servicing Fee
 Simple Interest Loan
 State
 Sub-Servicer
 Successor Servicer Section 6.2
 TIA Trust Indenture Act
 Transfer Date
 Treasury Regulations
 Trust Account Property
 Trust Accounts Section 8.2(a)
 UCC
  18




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Other Interpretive Matters provided
 Incorporation by Reference of TIA
        19




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ARTICLE II
THE NOTES
 Form Exhibits A-1 A-2 A-3,
  Exhibits A-1 A-2 A-3
 Sections 2.4 2.5 2.11 9.5 provided Section 2.4
 Execution, Authentication and Delivery
    20




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Temporary Notes
 Section 3.2
 Registration; Registration of Transfer and Exchange Note Register Note Registrar
  Benefit Plan Similar Law
  21




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Section 2.4(a) Section 3.2
  STAMP
 Section 2.3 9.5
  22




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Mutilated, Destroyed, Lost or Stolen Notes provided provided however
    Persons Deemed Owner
  23




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Payment of Principal and Interest; Defaulted Interest provided Section 10.1 clause (b)(ii) Section 6.16
 Section 8.3
 Section 5.2
 Section 5.2 Section
2.7 Section 10.1
   24




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Section 3.1
 plus
  Cancellation
  25




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provided
 Global Notes Section 2.11 Definitive Notes
  Section 2.9 Section 2.9
 Section 2.11
    26




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Notices to Clearing Agency
 Definitive Notes
  Notes Owned by the Issuer or its Affiliates
  27




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CUSIP Numbers provided
 Perfection Representations and Warranties Schedule 1
 Notes to Constitute Indebtedness
 ARTICLE III
COVENANTS
 Payments Section
8.3
 Maintenance of Office or Agency
  Paying Agents Obligations Section 6.16
 Existence
  28




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Protection of the Collateral; Further Assurances
      Opinions as to the Collateral
   29




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Performance of Obligations; Servicing of Loans
   Section 5.1 clause (a) Section 5.1 clause (b) Section 6.2 Successor Servicer Article VI
  30




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provided provided
    31




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provided that, provided further
  Taxes
 Annual Statement as to Compliance Exhibit B
    32




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Information to Be Provided by the Indenture Trustee.
   provided however
   33




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Exhibit C
  Sarbanes Certification Exhibit D
 Negative Covenants
 Section 6.2
     34




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clause (l)
    35




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Section 3.11(l)
 Successor or Transferee Section 3.11(l)
 Section 3.11(k)
 Notice of Events of Default
  36




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clause (iii)
 Further Instruments and Acts
 ARTICLE IV
SATISFACTION AND DISCHARGE
 Satisfaction and Discharge of Indenture Section 3.2 Section 6.7 Sections 4.2 6.4 Section
2.5 Section 6.16(i) provided
 Section 6.7 Section 4.1(a)(vi)(y) Sections 4.2 6.17
 Article IV
 Application of Trust Funds Section 4.1
  37




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ARTICLE V
REMEDIES
 Events of Default
 provided Section
8.3(a)(iv) provided further Section 8.3(a)(iv) Section 8.3(a)(vi)
  Section 5.1
  Remedies
  38




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Section 5.8 clause (viii) Section 6.2(a)(v)
  Section 5.1(i) (ii)
    Section 5.14
    39




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Article V
    Section 5.9
  Section 5.8
   40




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Unconditional Rights of Noteholders To Receive Principal and Interest
  41




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Restoration of Rights and Remedies
 Rights and Remedies Cumulative Section
2.5(d)
 Delay or Omission Not a Waiver
 Control by Noteholders Section 5.2 provided provided further Section 6.1
   42




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Section 6.8
  Waiver of Past Defaults Section 5.2
  43




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Undertaking for Costs Section 5.1
 Waiver of Stay or Extension Laws
 Action on Notes Section 8.3(c)
 [ ]
  44




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Sale of Collateral Section 5.2 Section 5.8
         Sections 5.1(i) (ii) Section 5.14
  45




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Section 8.3(c)
  Section 5.14
 Section
8.3(c)
 ARTICLE VI
THE INDENTURE TRUSTEE
 Duties of the Indenture Trustee
    46




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clause (c) clause (b)
     clauses (a) (b) (c) (f) (g) Section 6.1
    47




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Section 8.6
  Rights of Indenture Trustee Section 6.1
      48




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provided however
    Article VI
   49




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Individual Rights of the Indenture Trustee Sections 6.11 6.13
 Funds Held in Trust
 Notice of Defaults
  Compensation and Indemnity
  50




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Section
6.7
 Section 5.1(iv)
 Section
6.7 provided Section 5.2
 Resignation and Removal; Appointment of Successor Section 6.8
 Section 6.11
  51




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Section 6.11
 Section 6.7
 Successor Indenture Trustee by Merger provided Section 6.11
   52




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Appointment of Co-Trustee or Separate Trustee Section 6.10 Section 6.11 Section 6.8
     Article VI
  53




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Eligibility; Disqualification provided , however
   Section 5.2
  54




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Acceptance by Indenture Trustee
 Preferential Collection of Claims Against the Issuer
 Reports by Indenture Trustee to Noteholders
  55




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Representations and Warranties
     The Paying Agent Sections
8.3(b) 8.3(c) Section 8.3(a)
    56




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Section 6.16
  , however
  57




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Section 6.11
 Repayment of Amounts Held by Paying Agent Section 4.1
 ARTICLE VII
NOTEHOLDERS LISTS AND REPORTS
 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders provided however
 Preservation of Information; Communications to Noteholders Section 7.1 Section 7.1
   58




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Reports by Issuer
  clauses (i) (ii)
 Section 7.3
 De-Listing of Definitive Notes
  59




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ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
 Collection of Amounts Due Section 8.3
 Trust Accounts Trust Accounts
    Section 6.1(h)
   clause (A) provided however
  60




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further
  Priority of Payments Section
8.4 Section 8.5
 Section 6.7 provided
        61




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Section 8.4(c)
 Section 6.7
   provided
 Section
8.3(a)(iv)
      62




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provided
       provided
       63




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Section
6.7
              64




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Section 8.3
   Reserve Account clauses (i) (viii) Section 8.3(a) or clauses (i) (viii) Section 8.3(a) Section 8.3(a)
 Section
8.3(c)
   65




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Section 8.3(a)(viii)
 clauses (i) (viii) Section 8.3(a)
  Reports Exhibit E
     clause (ii)
       66




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clauses (i) (ii), (iii) (vi) (viii) (ix)
  General Provisions Regarding Accounts provided however
   67




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Section
5.2 Section 8.3(c) clause (e)
 Release of Collateral Section 6.7 Section 8.7
 Section 6.7
 Section 11.1
 Opinion of Counsel Section 8.7(a) provided however
  68




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ARTICLE IX
SUPPLEMENTAL INDENTURES
 Supplemental Indentures Without Consent of Noteholders
     provided
  Article VI
   69




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Supplemental Indentures With Consent of Noteholders provided however
 Article V
   Section
5.2
 Section 9.2
   70




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Execution of Supplemental Indentures Article IX Sections 6.1 6.2
 Effect of Supplemental Indenture
 Reference in Notes to Supplemental Indentures
  71




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Conformity with Trust Indenture Act Article IX
 ARTICLE X
REDEMPTION OF NOTES
 Redemption provided however Section 6.1
 Form of Redemption Notice Section
10.1
    Section 3.2
   Notes Payable on Redemption Date Article X
  72




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ARTICLE XI
MISCELLANEOUS
 Compliance Certificates and Opinions, etc.
      Section 11.1(a)
  73




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clause (i) clause (i) clause (ii)
 clause
(v)
 clause (iii) clause (v) clause (iii) clause
(iv)
 Section 3.9 Section 11.1
  74




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Form of Documents Delivered to Indenture Trustee
    Article VI
  75




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Acts of Noteholders Act Section 6.1
    provided Section 11.3
 Notices, etc., to the Indenture Trustee, Issuer and Rating Agencies
  76




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Section 8.1
 Notices to Noteholders; Waiver
  Section
11.5
  77




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Alternate Payment and Notice Provisions
 Successors and Assigns
 Severability
 Benefits of Indenture
 Legal Holidays
 Governing Law
  78




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PROVIDED PROVIDED FURTHER FORUM NON CONVENIENS SECTION 11.4
   79




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Counterparts
 Recording of Indenture
 Trust Obligation
 Communication by Noteholders with Other Noteholders
 Inspection provided however
  80




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provided
 Agents of the Issuer
 Survival of Representations and Warranties
 Conflict with Trust Indenture Act
  Subordination
 Other Assets
   81




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provided
 Section 11.20 Section 11.20
 Patriot Act Applicable Law
   82




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IN WITNESS WHEREOF,
 GE EQUIPMENT TRANSPORTATION LLC, 
SERIES 2011-1By:
    CEF Equipment Holding, L.L.C.,its Managing MemberBy:

/s/Name:
    Steven DayTitle:
    Vice PresidentCITIBANK, N.A.,
not in its individual capacity
but solely as Indenture TrusteeBy:

/s/Name:
    Jacqueline SuarezTitle:
    Vice President 700148678 06142559
    
    Indenture
 S-1




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##### 



EXHIBIT A-1
 FORM OF CLASS A [     ] NOTES
 REGISTERED
    
    Up to $1No. R-___
    
    CUSIP NO. __________________
 DTC
  BENEFIT
PLAN
 
 1
    
    Denominations of $1,000 and in greater whole-dollar denominations in excess thereof.  A-1-1




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##### 



Issuer provided however
     A-1-2




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##### 



GE EQUIPMENT TRANSPORTATION LLC, 
SERIES 2011-1By:
    CEF Equipment Holding, L.L.C.,its Managing MemberBy:Name:Title:  A-1-3




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##### 



CITIBANK, N.A.,
not in its individual capacity
but solely as Indenture TrusteeBy:Authorized Signatory  A-1-4




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##### 



Class A [____] Notes Notes Indenture Indenture Trustee
      700148678 06142559
 A-1-5




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##### 



provided however
 700148678 06142559
 A-1-6




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##### 



Dated:
    
    _____________
    
    _____________________ */Signature Guaranteed:
   *
 700148678 06142559
 A-1-7




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##### 



Schedule A
  Principal Amount
    
    Remaining PrincipalIssued, Canceled,
    
    Amount of this Note
    
    Notation Made by orTransferred or
    
    Following
    
    on Behalf of NoteDate
    
    Exchanged*
    
    Increase/Decrease*
    
    Registrar
 
 *
    
    For the sake of convenience, amounts noted in this Schedule A shall not reflect adjustment of the
Outstanding Principal Balance in accordance with the Indenture. 700148678 06142559
 A-1-8




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##### 



EXHIBIT A-2
  FORM OF CLASS B NOTE
 REGISTERED
    
    $______________No. R-___
    
    CUSIP NO. 36161X AE6
 DTC
  BENEFIT
PLAN
 700148678 06142559
 A-2-1




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##### 



Issuer provided however th
    700148678 06142559
 A-2-2




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##### 



GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1By:
    CEF Equipment Holding, L.L.C.,its Managing MemberBy:Name:Title: 700148678 06142559
 A-2-3




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##### 



CITIBANK, N.A.,
not in its individual capacity
but solely as Indenture TrusteeBy:Authorized Signatory 700148678 06142559
 A-2-4




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##### 



[REVERSE OF NOTE]
 B Notes Notes Indenture Indenture Trustee
      700148678 06142559
 A-2-5




---



##### 



provided however
 700148678 06142559
 A-2-6




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##### 



Dated:
    
    _____________
    
    _____________________ *Signature Guaranteed:
  
 *
    
    NOTE: The signature to this assignment must correspond with the name of the registered owner as
it appears on the face of the within Note in every particular without alteration, enlargement or
any change whatsoever. 700148678 06142559
 A-2-7




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##### 



Schedule A
  Principal Amount
    
    Remaining PrincipalIssued, Canceled,
    
    Amount of this Note
    
    Notation Made by orTransferred or
    
    Following
    
    on Behalf of NoteDate
    
    Exchanged*
    
    Increase/Decrease*
    
    Registrar
 
 *
    
    For the sake of convenience, amounts noted in this Schedule A shall not reflect adjustment of the
Outstanding Principal Balance in accordance with the Indenture. 700148678 06142559
 A-2-8




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##### 



EXHIBIT A-3
 FORM OF CLASS C NOTE
 REGISTERED
    
    $______________2No. R-___
    
    CUSIP NO. 36161X AF3
 DTC
  BENEFIT
PLAN
 
 2
    
    Denominations of $1,000 and in greater whole-dollar denominations in excess thereof. 700148678 06142559
 A-3-1




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##### 



Issuer provided however
    700148678 06142559
 A-3-2




---



##### 



GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1By:
    CEF Equipment Holding, L.L.C.,its Managing MemberBy:Name:Title: 700148678 06142559
 A-3-3




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##### 



CITIBANK, N.A.,
not in its individual capacity
but solely as Indenture TrusteeBy:Authorized Signatory 700148678 06142559
 A-3-4




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##### 



[REVERSE OF NOTE]
 C Notes Notes Indenture Indenture Trustee
      700148678 06142559
 A-3-5




---



##### 



provided however
 700148678 06142559
 A-3-6




---



##### 



Dated:
    
    _____________
    
    _____________________ *Signature Guaranteed:
  
 *
    
    NOTE: The signature to this assignment must correspond with the name of the registered owner as
it appears on the face of the within Note in every particular without alteration, enlargement or
any change whatsoever. 700148678 06142559
 A-3-7




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##### 



Schedule A
  Principal Amount
    
    Remaining PrincipalIssued, Canceled,
    
    Amount of this Note
    
    Notation Made by orTransferred or
    
    Following
    
    on Behalf of NoteDate
    
    Exchanged*
    
    Increase/Decrease*
    
    Registrar
 
 *
    
    For the sake of convenience, amounts noted in this Schedule A shall not reflect adjustment of the
Outstanding Principal Balance in accordance with the Indenture. 700148678 06142559
 A-3-8




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EXHIBIT B
 FORM OF SECTION 3.9 OFFICERS CERTIFICATE
 ____________,
    _____ 
   Indenture Issuer
   GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1By:
    CEF Equipment Holding, L.L.C.its Managing MemberBy:Name:Title: 700148678 06142559
 B-1




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##### 



EXHIBIT C
   Servicing Criteria
    
    
    
    Applicable ServicingReference
    
    Criteria
    
    CriteriaGeneral Servicing Considerations1122(d)(1)(i)
    
    Policies and procedures are
instituted to monitor any
performance or other triggers and
events of default in accordance
with the transaction agreements.1122(d)(1)(ii)
    
    If any material servicing
activities are outsourced to
third parties, policies and
procedures are instituted to
monitor the third partys
performance and compliance with
such servicing activities.1122(d)(1)(iii)
    
    Any requirements in the
transaction agreements to
maintain a back-up servicer for
the pool assets are maintained.1122(d)(1)(iv)
    
    A fidelity bond and errors and
omissions policy is in effect on
the party participating in the
servicing function throughout the
reporting period in the amount of
coverage required by and
otherwise in accordance with the
terms of the transaction
agreements.Cash Collection and Administration1122(d)(2)(i)
    
    Payments on pool assets are
deposited into the appropriate
custodial bank accounts and
related bank clearing accounts no
more than two business days
following receipt, or such other
number of days specified in the
transaction agreements.1122(d)(2)(ii)
    
    Disbursements made via wire
transfer on behalf of an obligor
or to an investor are made only
by authorized personnel.
    
    ü1122(d)(2)(iii)
    
    Advances of funds or guarantees
regarding collections, cash flows
or distributions, and any
interest or other fees charged
for such advances, are made,
reviewed and approved as
specified in the transaction
agreements.1122(d)(2)(iv)
    
    The related accounts for the
transaction, such as cash reserve
accounts or accounts established
as a form of
overcollateralization, are
separately maintained (e.g., with
respect to commingling of cash)
as set forth in the transaction
agreements.
    
    ü1122(d)(2)(v)
    
    Each custodial account is
maintained at a federally insured
depository institution as set
forth in the transaction
agreements. For purposes of this
criterion, federally insured
depository institution with
respect to a foreign financial
institution means a foreign
financial institution that meets
the requirements of Rule
13k-1(b)(1) of the Securities
Exchange Act.
  C-1




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##### 



Servicing Criteria
    
    
    
    Applicable ServicingReference
    
    Criteria
    
    Criteria1122(d)(2)(vi)
    
    Unissued checks are safeguarded
so as to prevent unauthorized
access.1122(d)(2)(vii)
    
    Reconciliations are prepared on a
monthly basis for all
asset-backed securities related
bank accounts, including
custodial accounts and related
bank clearing accounts. These
reconciliations are (A)
mathematically accurate; (B)
prepared within 30 calendar days
after the bank statement cutoff
date, or such other number of
days specified in the transaction
agreements; (C) reviewed and
approved by someone other than
the person who prepared the
reconciliation; and (D) contain
explanations for reconciling
items. These reconciling items
are resolved within 90 calendar
days of their original
identification, or such other
number of days specified in the
transaction agreements.Investor Remittances and Reporting1122(d)(3)(i)
    
    Reports to investors, including
those to be filed with the
Commission, are maintained in
accordance with the transaction
agreements and applicable
Commission requirements.
Specifically, such reports (A)
are prepared in accordance with
timeframes and other terms set
forth in the transaction
agreements; (B) provide
information calculated in
accordance with the terms
specified in the transaction
agreements; (C) are filed with
the Commission as required by its
rules and regulations; and (D)
agree with investors or the
trustees records as to the total
unpaid principal balance and
number of pool assets serviced by
the Servicer.1122(d)(3)(ii)
    
    Amounts due to investors are
allocated and remitted in
accordance with timeframes,
distribution priority and other
terms set forth in the
transaction agreements.
    
    ü1122(d)(3)(iii)
    
    Disbursements made to an investor
are posted within two business
days to the Servicers investor
records, or such other number of
days specified in the transaction
agreements.1122(d)(3)(iv)
    
    Amounts remitted to investors per
the investor reports agree with
cancelled checks, or other form
of payment, or custodial bank
statements.Pool Asset Administration1122(d)(4)(i)
    
    Collateral or security on pool
assets is maintained as required
by the transaction agreements or
related asset pool documents.1122(d)(4)(ii)
    
    Pool assets and related documents
are safeguarded as required by
the transaction agreements.1122(d)(4)(iii)
    
    Any additions, removals or
substitutions to the asset pool
are made, reviewed and approved
in accordance with any conditions
or requirements in the
transaction agreements.
  C-2




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##### 



Servicing Criteria
    
    
    
    Applicable ServicingReference
    
    Criteria
    
    Criteria1122(d)(4)(iv)
    
    Payments on pool assets,
including any payoffs, made in
accordance with the related pool
asset documents are posted to the
Servicers obligor records
maintained no more than two
business days after receipt, or
such other number of days
specified in the transaction
agreements, and allocated to
principal, interest or other
items (e.g., escrow) in
accordance with the related asset
pool documents.1122(d)(4)(v)
    
    The Servicers records regarding
the pool assets agree with the
Servicers records with respect
to an obligors unpaid principal
balance.1122(d)(4)(vi)
    
    Changes with respect to the terms
or status of an obligors account
(e.g., loan modifications or
re-agings) are made, reviewed and
approved by authorized personnel
in accordance with the
transaction agreements and
related pool asset documents.1122(d)(4)(vii)
    
    Loss mitigation or recovery
actions (e.g., forbearance plans,
modifications and deeds in lieu
of foreclosure, foreclosures and
repossessions, as applicable) are
initiated, conducted and
concluded in accordance with the
timeframes or other requirements
established by the transaction
agreements.1122(d)(4)(viii)
    
    Records documenting collection
efforts are maintained during the
period a pool asset is delinquent
in accordance with the
transaction agreements. Such
records are maintained on at
least a monthly basis, or such
other period specified in the
transaction agreements, and
describe the entitys activities
in monitoring delinquent pool
assets including, for example,
phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary
(e.g., illness or unemployment).1122(d)(4)(ix)
    
    Adjustments to interest rates or
rates of return for pool assets
with variable rates are computed
based on the related pool asset
documents.1122(d)(4)(x)
    
    Regarding any funds held in trust
for an obligor (such as escrow
accounts): (A) such funds are
analyzed, in accordance with the
obligors pool asset documents,
on at least an annual basis, or
such other period specified in
the transaction agreements; (B)
interest on such funds is paid,
or credited, to obligors in
accordance with applicable pool
asset documents and state laws;
and (C) such funds are returned
to the obligor within 30 calendar
days of full repayment of the
related pool assets, or such
other number of days specified in
the transaction agreements.
  C-3




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##### 



Servicing Criteria
    
    
    
    Applicable ServicingReference
    
    Criteria
    
    Criteria1122(d)(4)(xi)
    
    Payments made on behalf of an
obligor (such as tax or insurance
payments) are made on or before
the related penalty or expiration
dates, as indicated on the
appropriate bills or notices for
such payments, provided that such
support has been received by the
servicer at least 30 calendar
days prior to these dates, or
such other number of days
specified in the transaction
agreements.1122(d)(4)(xii)
    
    Any late payment penalties in
connection with any payment to be
made on behalf of an obligor are
paid from the servicers funds
and not charged to the obligor,
unless the late payment was due
to the obligors error or
omission.1122(d)(4)(xiii)
    
    Disbursements made on behalf of
an obligor are posted within two
business days to the obligors
records maintained by the
servicer, or such other number of
days specified in the transaction
agreements.1122(d)(4)(xiv)
    
    Delinquencies, charge-offs and
uncollectible accounts are
recognized and recorded in
accordance with the transaction
agreements.1122(d)(4)(xv)
    
    Any external enhancement or other
support, identified in Item
1114(a)(1) through (3) or Item
1115 of Regulation AB, is
maintained as set forth in the
transaction agreements.
  C-4




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EXHIBIT D
  Re:
    
    GE Equipment Transportation LLC, Series 2011-1
      CITIBANK, N.A., as Indenture TrusteeBy:Name:Title:  D-1




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EXHIBIT E
 Form of Noteholders Statement Pursuant to Section 8.5
 Payment Date:Amount of principal being paid on Notes:Class A-1 Notes:
    
    ($_______ per $1,000 original principal amount)Class A-2 Notes:
    
    ($_______ per $1,000 original principal amount)Class A-3 Notes:
    
    ($_______ per $1,000 original principal amount)Class A-4 Notes:
    
    ($_______ per $1,000 original principal amount)Class B Notes:
    
    ($_______ per $1,000 original principal amount)Class C Notes:
    
    ($_______ per $1,000 original principal amount)Amount of interest being paid on Notes:Class A-1 Notes:
    
    ($_______ per $1,000 original principal amount)Class A-2 Notes:
    
    ($_______ per $1,000 original principal amount)Class A-3 Notes:
    
    ($_______ per $1,000 original principal amount)Class A-4 Notes:
    
    ($_______ per $1,000 original principal amount)Class B Notes:
    
    ($_______ per $1,000 original principal amount)Class C Notes:
    
    ($_______ per $1,000 original principal amount)
 Pool Balance at end of the preceding Collection Period:
 After giving effect to distributions on this Payment Date:
 (1)
    
    Outstanding Principal Balance of Class A-1 Notes:(2)
    
    Outstanding Principal Balance of Class A-2 Notes:(3)
    
    Outstanding Principal Balance of Class A-3 Notes:(4)
    
    Outstanding Principal Balance of Class A-4 Notes:
  E-1




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(5)
    
    Outstanding Principal Balance of Class B Notes:(6)
    
    Outstanding Principal Balance of Class C Notes:(7)
    
    Class A-1 Note Pool Factor:(8)
    
    Class A-2 Note Pool Factor:(9)
    
    Class A-3 Note Pool Factor:(10)
    
    Class A-4 Note Pool Factor:(11)
    
    Class B Note Pool Factor:(12)
    
    Class C Note Pool Factor:
 (ii)
    
    Collections and other Available Amounts for the Collection Period(iii)
    
    Amount of Servicing Fee:                 ($_______ per $1,000 original principal amount)(iv)
    
    Amount of Servicer Advances:       ($_______ per $1,000 original principal amount)(v)
    
    Amount of Administration Fee:       ($_______ per $1,000 original principal amount)(vi)
    
    Amount of other fees and expenses paid ($____) [Disclose identity of party receiving such
fees and expenses];(vii)
    
    Aggregate amount of outstanding principal balance of Loans that become Liquidated Loans for
the Collection Period;(viii)
    
    Aggregate Loan Value of Loans that became Defaulted Loans for the Collection Period;(ix)
    
    Aggregate Purchase Amounts, if any, for the Collection Period;(x)
    
    Aggregate amount of outstanding principal balance of Loans that were Delinquent Loans at the
end of the Collection Period;(xi)
    
    Aggregate amount of Recoveries for the Collection Period;(xii)
    
    Aggregate amount of Liquidation Proceeds for the Collection Period; and(xiii)
    
    Material breaches of Loan representations or warranties or covenants in the Related
Documents.
   E-2




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SCHEDULE 1
   General
    Creation
  Perfection
   700148678 06142559
    
    Schedule 1
 1




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##### 



Priority
  Survival of Perfection Representations
 No Waiver
 Issuer to Maintain Perfection and Priority
 700148678 06142559
    
    Schedule 1
 2




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700148678 06142559
    
    Schedule 1
 3