GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1          LIMITED LIABILITY COMPANY AGREEMENT dated as of June 29, 2011, adopted by CEF EquipmentHolding, L.L.C., as a member (the “Initial Member”).Preliminary Statement          The Initial Member desires to form a limited liability company under the Delaware LimitedLiability Company Act (currently Chapter 18 of Title 6 of the Delaware Code), as amended from timeto time (the “Act”).          Accordingly, the Initial Member hereby adopts the following as the “Limited LiabilityCompany Agreement” of the Company within the meaning of Section 18-101(7) of the Act.ARTICLE I          SECTION 1.1 Definitions. Capitalized terms used in this Agreement and not otherwisedefined herein shall have the meanings assigned to such terms in the “Definitions Addendum”attached to this Agreement and incorporated herein and shall otherwise have the meanings assignedto such terms in the Act.ARTICLE II          SECTION 2.1 Formation. The Company was formed as a limited liability company pursuantto the provisions of the Act on April 27, 2011 by the filing of the Certificate of Formation,substantially in the form of Exhibit A, with the office of the Secretary of State ofDelaware. The Initial Member hereby adopts, confirms and ratifies said Certificate of Formationand all acts taken in connection therewith. Julian (Yuli) Rudin is hereby designated as an“authorized person” within the meaning of the Act, and has executed, delivered and filed theCertificate of Formation of the Company with the Secretary of State of the State of Delaware. Uponthe filing of the Certificate of Formation with the Secretary of State of the State of Delaware,his powers as an “authorized person” ceased, and the Member thereupon became the designated“authorized person” and shall continue as the designated “authorized person” within the meaning ofthe Act. The Member shall execute, deliver and file any other certificates (and any amendmentsand/or restatements thereof) necessary for the Company to qualify to do business in any otherjurisdiction in which the Company may wish to conduct business. The existence of the Company as aseparate legal entity shall continue until cancellation of the Certificate of Formation as providedin the Act.ARTICLE III          SECTION 3.1 Name. The name of the Company is GE Equipment Transportation LLC, Series2011-1.*Issuer LLC Agreement*
 

 
ARTICLE IV          SECTION 4.1 Purpose and Limitations on Activities. The Company shall limit itspurposes and activities to (i) the issuance and sale of Membership Interests, on the terms andconditions set forth herein; (ii) acquiring (through purchase or otherwise) from CEF EquipmentHolding, L.L.C. or any of its subsidiaries or affiliates (collectively, the “Seller”),holding, servicing, transferring and pledging equipment loan and lease receivables, mortgage loansand receivables and any related rights, documents, assets, and interests (“Assets”); (iii)entering into any agreement providing for the acquisition, sale, financing, servicing, hedging ortransfer of the Assets or interests in the Assets; (iv) retaining or reacquiring an interest in theAssets; (v) lending or otherwise investing proceeds from Assets and any other income; and (vi) anypurposes and activities necessary, convenient or incidental to the conduct, promotion or attainmentof the business purposes and activities of the Company as set forth in clauses(i)through (v) above; provided that, in connection with the permitted activitiesspecified above, the purpose and activities of the Company shall be further limited as follows:     (vii) the Company may only hold (a) financial assets (as that term is defined withinStatement of Financial Accounting Standards No. 140 and related Generally Accepted AccountingPrinciples, as amended) transferred to it from the Seller (the “Transferred Assets”), (b)cash obtained from collections of the Transferred Assets and temporary cash equivalent investmentsof that cash pending distribution, and (c) nonfinancial assets that may be acquired from time totime in connection with foreclosure and related servicing activities associated with the financialassets acquired under clause (a) above. Temporary cash investments are intended to includemoney market accounts and certificates of deposits with maturities no later than the next scheduledDistribution Date;     (viii) the servicing of assets held by the Company shall be conducted in a manner that isconsistent with the servicing agreement to which the Company shall become a party coincident withthe initial transfer of assets from the Seller (the “Servicing Agreement”);     (ix) the Company may sell or assign assets only as specified in the Servicing Agreement; and     (x) the Company may enter into derivative contracts or hedges that have the followingcharacteristics: (a) are interest rate swap arrangements, (b) have a fair value at inception ofzero, and (c) commence on a date within two (2) days of the effective date of the receipt by theCompany of Transferred Assets.          SECTION 4.2 Authority. The Company, by or through the Member, or any Manager onbehalf of the Company, may enter into and perform under the Indenture, Transaction Documents andall documents, agreements, certificates, or financing statements contemplated thereby or relatedthereto, together with any amendments or supplements thereto, all without any further act, vote orapproval of any other Person notwithstanding any other provision of this Agreement, the Act orapplicable law, rule or regulation. The foregoing authorization shall not be deemed a restrictionon the powers of any Member or any Manager to enter into other agreements on behalf of the Company.*Issuer LLC Agreement*
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ARTICLE V          SECTION 5.1 Registered Office; Other Offices. The address of the registered office ofthe Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road,Wilmington, New Castle County, Delaware 19808. The Manager may establish other offices of theCompany at such locations within or outside the State of Delaware as the Initial Member maydetermine.ARTICLE VI          SECTION 6.1 Registered Agent. The name and address of the registered agent of theCompany for service of process on the Company in the State of Delaware is Corporation ServiceCompany, 2711 Centerville Road, Wilmington, New Castle County, Delaware, 19808.ARTICLE VII          SECTION 7.1 Admission of Members. (a) By execution of this Agreement, the InitialMember is hereby admitted as a Member of the Company and shall have a Membership Interest in theCompany including, without limitation, such rights in and to the profits and losses of the Companyand rights to receive distributions of the Company’s assets, and such other rights and obligations,as provided herein.          (b) Without the consent of any Member or other Person, the Manager may cause the Company toissue additional Membership Interests and thereby admit a new Member or new Members, as the casemay be, to the Company, only if such new Member (i) has delivered to the Initial Member its capitalcontribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming aparty hereto, and (iii) has delivered such additional documentation as the Initial Member shallreasonably require to so admit such new Member to the Company.          SECTION 7.2 Initial Member. The name and the address of the Initial Member of theCompany is as follows:CEF Equipment Holding, L.L.C.