EXECUTION COPY
   SERVICING AGREEMENT
   
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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND INTERPRETATIONSection 1.1.
    
    Definitions
    
    
    1Section 1.2.
    
    Other Interpretive Matters
    
    
    1ARTICLE II APPOINTMENT OF THE SERVICER; CERTAIN DUTIES AND RESPONSIBILITIES OF THE
SERVICERSection 2.1.
    
    Appointment of the Servicer
    
    
    1Section 2.2.
    
    Duties and Responsibilities of the Servicer
    
    
    1Section 2.3.
    
    Unrelated Amounts
    
    
    2Section 2.4.
    
    Authorization of the Servicer
    
    
    2Section 2.5.
    
    Servicing Fee and Servicing Advance
    
    
    3Section 2.6.
    
    Covenants of the Servicer
    
    
    3Section 2.7.
    
    Servicers Certificate
    
    
    3Section 2.8.
    
    Annual Statement as to Compliance; Notice of Default
    
    
    4Section 2.9.
    
    Annual Reports on Assessment of Compliance with Servicing Criteria
    
    
    4Section 2.10.
    
    Appointment of Subservicer
    
    
    4Section 2.11.
    
    Maintenance of Security Interests in Loans
    
    
    5Section 2.12.
    
    Accounts
    
    
    5Section 2.13.
    
    Reserve Account
    
    
    5Section 2.14.
    
    Disbursement from the Collection Account
    
    
    5Section 2.15.
    
    Limitation on Liability of the Servicer and Others
    
    
    6ARTICLE III REPRESENTATIONS AND WARRANTIESSection 3.1.
    
    Representations and Warranties of the Servicer
    
    
    6ARTICLE IV ADDITIONAL COVENANTSSection 4.1.
    
    Covenants of the Servicer Regarding the Loans
    
    
    7ARTICLE V EVENTS OF SERVICER TERMINATIONSection 5.1.
    
    Default
    
    
    8ARTICLE VI SUCCESSOR SERVICERSection 6.1.
    
    Resignation of the Servicer
    
    
    9Section 6.2.
    
    Appointment of the Successor Servicer
    
    
    9Section 6.3.
    
    Duties of the Servicer
    
    
    9
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TABLE OF CONTENTS
 PageSection 6.4.
    
    Effect of Termination or Resignation
    
    
    10ARTICLE VII INDEMNIFICATIONSection 7.1.
    
    Indemnities by the Servicer
    
    
    10Section 7.2.
    
    Limitation of Damages; Indemnified Persons
    
    
    10ARTICLE VIII MISCELLANEOUSSection 8.1.
    
    Notices
    
    
    11Section 8.2.
    
    Binding Effect; Assignability
    
    
    12Section 8.3.
    
    Termination; Survival of Obligations Upon Final Maturity Date or
Redemption Date
    
    
    12Section 8.4.
    
    No Proceedings
    
    
    13Section 8.5.
    
    Complete Agreement; Modification of Agreement
    
    
    13Section 8.6.
    
    Amendments and Waivers
    
    
    13Section 8.7.
    
    No Waiver; Remedies
    
    
    13Section 8.8.
    
    Governing Law; Consent to Jurisdiction; Waiver of Jury Trial
    
    
    13Section 8.9.
    
    Counterparts
    
    
    15Section 8.10.
    
    Severability
    
    
    15Section 8.11.
    
    Section Titles
    
    
    15Section 8.12.
    
    Limited Recourse
    
    
    15Section 8.13.
    
    Further Assurances
    
    
    15Section 8.14.
    
    Pledge of Assets
    
    
    16Section 8.15.
    
    Waiver of Setoff
    
    
    16Annex A Definitions and Interpretation
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SERVICING AGREEMENT Agreement Servicing Agreement GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1 Issuer GENERAL ELECTRIC CAPITAL CORPORATION GE Capital Servicer
  ARTICLE I
 DEFINITIONS AND INTERPRETATION
 Definitions Section 1 Annex A
 Other Interpretive Matters Section 2 Annex A
 ARTICLE II
 APPOINTMENT OF THE SERVICER; CERTAIN DUTIES  AND RESPONSIBILITIES OF THE SERVICER.
 Appointment of the Servicer Sections
5.1 6.1 provided
 Duties and Responsibilities of the Servicer
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Unrelated Amounts Unrelated Amounts Section 2.12
 Authorization of the Servicer provided provided further
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Servicing Fee and Servicing Advance
 Section 2.7
 Covenants of the Servicer
 Ownership of Loans
 Compliance with Credit and Collection Policies; Law
 Servicers Certificate Section 2.14 Section 2.12 Section 2.13
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Annual Statement as to Compliance; Notice of Default
 Section 5.1
 Annual Reports on Assessment of Compliance with Servicing Criteria.
 Appointment of Subservicer provided ,
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Maintenance of Security Interests in Loans Section 2.11
 Accounts
   Reserve Account
 Disbursement from the Collection Account Section 2.7 Section 2.5
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Limitation on Liability of the Servicer and Others provided however
 provided however
 ARTICLE III
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of the Servicer
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ARTICLE IV
 ADDITIONAL COVENANTS
 Covenants of the Servicer Regarding the Loans Maintenance of
Files provided
 Servicer Default
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Notice of Adverse Claim
 Further Assurances
 ARTICLE V
 EVENTS OF SERVICER TERMINATION
 Default
    Servicer Default Servicer Termination Notice Section 6.2 provided
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Section 6.2
 ARTICLE VI
 SUCCESSOR SERVICER
 Resignation of the Servicer clause (a) (b) Section 6.1
 Section 6.2 Section 6.2
 Section 6.2
 Appointment of the Successor Servicer Section 5.1 6.1 Section 5.1 Section 6.1 Successor Servicer provided
 Duties of the Servicer
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Effect of Termination or Resignation
 ARTICLE VII
 INDEMNIFICATION
 Indemnities by the Servicer Servicer Indemnified Person excluding however Section 7.1
 Limitation of Damages; Indemnified Persons NO SERVICER 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 CLAIMS
DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT
MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER.
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ARTICLE VIII
 MISCELLANEOUS
 Notices Section 8.1
  
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th
 Binding Effect; Assignability Section 2.1 Article VI
 Termination; Survival of Obligations Upon Final Maturity Date or Redemption
Date provided
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Article III Article
VII Sections 8.4 8.12
 No Proceedings provided
 Complete Agreement; Modification of Agreement Section 8.6
 Amendments and Waivers
 No Waiver; Remedies
 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 (INCLUDING SECTIONS 5-1401(1) AND 5-1402 OF THE
GENERAL OBLIGATIONS LAWS, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND
ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
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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. 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 8.1 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.
 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.
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Counterparts
 Severability
 Section Titles
 Limited Recourse Section 2.12 provided
  Further Assurances
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Pledge of Assets
 Waiver of Setoff
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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 PresidentGENERAL ELECTRIC CAPITAL CORPORATIONBy:

/s/Name:
    Thomas A. DavidsonTitle:
    Attorney-In-Fact 700148759 06142559
    
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Definitions and Conventions
 Accounting Changes
 Administration Agreement
 Administration Fee
 Administrator
 Affiliate
 Annual Percentage Rate APR
 Appendices
 Authorized Officer
 Available Amounts
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provided however
 Bankruptcy Code et seq.
 Bankruptcy Event
 Business Day
 CEF Limited Liability Company Agreement
 Closing Date
 Collateral
 Collection Account
 Collection Period
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Collections
 Commission
 Credit and Collection Policies Credit and Collection Policy
 Cut-off Date
 Daily Deposit Event
 Defaulted Loan
 Determination Date
 Eligible Deposit Account
 Equipment
 Final Maturity Date
 Fitch
 GAAP Section 2(a) Annex A
 GE Capital
 Governmental Authority
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Indemnified Amounts
 Indenture
 Indenture Trustee
 Intercreditor Agreement
 Investment Earnings
 Issuer 2011-1
 Issuer Limited Liability Company Agreement
 Lien
 Liquidated Loan
 Liquidation Proceeds
 Loan
 Loan Value
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Managing Member
 Material Adverse Effect
 Moodys
 Note Register
 Noteholder
 Notes
 Obligor
 Officers Certificate
 Payment Date th
 Person
 Precomputed Loan
 Purchase Amount
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Purchase and Sale Agreement
 Purchased Loan
 Rating Agency
 Rating Agency Condition
 Record Date
 Records
 Recoveries
 Redemption Date
 Regulation AB
 Related Documents
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Reporting Servicer
 Reserve Account
 Sale Agreement
 Schedules of Loans Schedule I
 Scheduled Payment
 Securities Act
 Securities Exchange Act
 Seller
 Servicer
 Servicer Default Section 5.1
 Servicer Indemnified Person Section 7.1
 Servicer Termination Notice Section 5.1
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Servicers Certificate Section 2.7
 Servicing Advance Section 2.5
 Servicing Agreement
 Servicing Criteria
 Servicing Fee
 (i)
    
    one-twelfth (1/12) of the product of (a) the Servicing Fee Rate
and (b) the Pool Balance owned by the Issuer on the first day of such
Collection Period; provided, however, that for the first
Collection Period, the Servicing Fee shall be an amount equal to the product of
(a) the Servicing Fee Rate and (b) the Pool Balance as of the Cut-off Date, and
(c) a fraction equal to (1) the number of days in such Collection Period
beginning with the Cut-off Date divided by (2) 360; plus(ii)
    
    miscellaneous fees and amounts received during such Collection Period.
 Servicing Fee Rate
 Servicing Function Participant
 Servicing Records
 Simple Interest Loan
 Stock
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Stockholder
 Sub-Servicer
 Sub-Servicing Agreement Section 2.10
 Successor Servicer Section 6.2
 Transfer Date
 Transferor
 UCC
 Other Interpretive Matters Annex A
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