TRUST AGREEMENT


 


OF


 


[ISSUER TRUST]


 


THIS TRUST AGREEMENT
is made and entered into as of [●] [●], 201[●] by and between GECB Equipment Funding, LLC, a Delaware limited
liability company, as depositor (the “Depositor”), and [●], a [●], as owner trustee (acting
hereunder not in its individual capacity but solely as the “Owner Trustee”). The Depositor and the Owner Trustee
hereby agree as follows:


 


1.          The
trust created hereby shall be known as “[Issuer Trust]” (the “Issuer”), in which name the Owner
Trustee may conduct the business of the Issuer, make and execute contracts, and sue and be sued.


 


2.          The
Depositor hereby assigns, transfers, conveys and sets over to the Owner Trustee the sum of $1.00. The Owner Trustee hereby acknowledges
receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate. The Owner Trustee hereby
declares that it will hold the trust estate in trust for the Depositor. It is the intention of the parties hereto that the trust
created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801
et seq. and that this document constitute the governing instrument of the Issuer. The Owner Trustee is hereby authorized
and directed to execute and file a certificate of trust with the Delaware Secretary of State substantially in the form attached
hereto as Exhibit A.


 


3.          The
Depositor and the Owner Trustee will enter into an amended and restated Trust Agreement in form and substance satisfactory to each
such party to provide for, among other things, the contemplated operation of the Issuer. Prior to the execution and delivery of
such an amended and restated Trust Agreement, (i) the Depositor is hereby authorized and empowered to take, and shall take any
and all action as may be necessary, appropriate or convenient, prior to such execution and delivery, including but not limited
to, executing any licenses, consents, approvals or filings on behalf of the Issuer, to effect the purposes of the Issuer or as
may be required by applicable law or otherwise and (ii) the Owner Trustee shall not have any duty or obligation hereunder or with
respect to the Issuer or the trust estate, except as expressly set forth herein; provided, however, that the Owner
Trustee shall not be required to take any action (a) if the Owner Trustee shall determine, or shall be advised by counsel, that
such action is likely to result in personal liability or is contrary to applicable law or any agreement to which the Owner Trustee
is a party and (b) unless the Owner Trustee has been provided indemnity satisfactory to it in its sole discretion. Notwithstanding
the foregoing, the Owner Trustee shall have the power and authority, and is hereby authorized and empowered, in the name and on
behalf of the Issuer, to take all actions necessary, appropriate, or convenient to effect the transactions contemplated herein,
including but not limited to, executing such licenses, consents or approvals as are presented to the Owner Trustee by the Depositor
in execution form.


 


Trust
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4.          (a)          Except
as otherwise expressly required by Section 3 of this Trust Agreement, the Owner Trustee shall not have any duty or liability
with respect to the administration of the Issuer, the investment of the Issuer’s property or the payment of dividends or
other distributions of income or principal to the Issuer’s beneficiaries, and no implied obligations shall be inferred from
this Trust Agreement on the part of the Owner Trustee. The Owner Trustee shall not be liable for the acts or omissions of the Depositor
or any other person who acts on behalf of the Issuer nor shall the Owner Trustee be liable for any act or omission by it in good
faith in accordance with the directions of the Depositor.


 


(b)          The
Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon
the terms of this Trust Agreement. The Owner Trustee shall not be personally liable under any circumstances, except for its own
willful misconduct or gross negligence. In particular, but not by way of limitation:


 


(i)          The
Owner Trustee shall not be personally liable for any error of judgment made in good faith and in the absence of gross negligence
by an officer or employee of the Owner Trustee;


 


(ii)         No
provision of this Trust Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial
liability in the performance of its rights or duties hereunder, if the Owner Trustee shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;


 


(iii)        Under
no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the
Issuer;


 


(iv)        The
Owner Trustee shall not be personally responsible for or in respect of the genuineness, form or value of the Issuer property, the
validity or sufficiency of this Trust Agreement or the due execution hereof by the Depositor;


 


(v)         In
the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may request instructions
from the Depositor and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person.
In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability
for its failure to take any action or for any action it takes in good faith;


 


(vi)        All
funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall
not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Depositor;
and


 


(vii)       To
the extent that, at law or in equity, the Owner Trustee has duties (including fiduciary duties) and liabilities relating thereto
to the Depositor or the Issuer, the Depositor agrees that such duties (including fiduciary duties) and liabilities are eliminated
and replaced by the terms of this Trust Agreement.


 



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(c)          The
Owner Trustee shall incur no liability to anyone in acting upon any document reasonably believed by it to be genuine and reasonably
believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the
board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted
by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not
specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor, as
to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon.


 


(d)          In
the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Issuer,
through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys
if such agents or attorneys shall have been selected by the Owner Trustee in good faith and in the absence of gross negligence,
and (ii) may, at the expense of the Issuer, consult with counsel, accountants and other experts, and it shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants
or other experts.


 


(e)          Notwithstanding
anything contained herein to the contrary, neither [●] nor the Owner Trustee shall be required to take any action in any
jurisdiction other than the State of Delaware if the taking of such action will (i) require the consent or approval or authorization
or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any state or
other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other
governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence becoming payable by [●],
or (iii) subject [●] to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising
from acts unrelated to the consummation of the transactions by [●] or the Owner Trustee, as the case may be, contemplated
hereby.


 


(f)          Except
as expressly provided in this Section 4, in accepting and performing the trusts hereby created, the Owner Trustee acts solely
as Owner Trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Trust Agreement shall look only to the Issuer’s property for payment or satisfaction
thereof.


 


5.          The
Depositor shall (i) compensate the Owner Trustee in accordance with a separate fee agreement with the Owner Trustee, (ii) reimburse
the Owner Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify,
defend and hold harmless the Owner Trustee and any of the officers, directors, employees and agents of the Owner Trustee (the “Indemnified
Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements
(including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”),
to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Trust Agreement, the creation, operation or termination of the Issuer or the transactions contemplated
hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person (i) for any Expenses
which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person or (ii) for any Expenses
measured by or related to net income based on compensation of the Owner Trustee for its services hereunder. The obligations of
the Depositor under this Section 5 shall survive the resignation or removal of the Owner Trustee, shall survive the termination,
amendment, supplement, and/or restatement of this Trust Agreement, and shall survive the transfer by the Depositor of any or all
of its interest in the Issuer.


 



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6.          The
Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor.
If no successor has been appointed within thirty days after the giving of notice, the Owner Trustee may, at the expense of the
Issuer, petition a court of competent jurisdiction to appoint a successor trustee.


 


7.          Upon
and in accordance with written instructions from the Depositor, the Owner Trustee shall dissolve, wind-up and terminate the Issuer
and file in accordance with 12 Del. Code §3810 a certificate of cancellation of the certificate of trust.


 


8.          The
Owner Trustee agrees that it shall not, prior to one year and one day after the payment in full of all securities issued by any
trust formed by the Depositor (including, without limitation, the Issuer), acquiesce in, petition for or otherwise cause the commencement
by the United States of America or any other governmental, executive, legislative, judicial, regulatory or administrative entity
of a case by or against the Depositor under a Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or all or any part of its property
or assets or ordering the winding up or liquidation of the affairs of the Depositor.


 


9.          This
Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance
with such laws.


 


10.         This
Trust Agreement may be executed in one or more counterparts, each of which when so executed shall be an original and all of which
when taken together shall constitute but one and the same instrument.


 


[SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF,
the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized,
as of the day and year first above written.


 


	 	GECB Equipment Funding, LLC,
	 	as Depositor
	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 	S-1	Trust
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	 	[●],
	 	as Owner Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:


 



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Exhibit A


 


FORM OF CERTIFICATE OF TRUST


 


OF


 


[ISSUER TRUST]


 


THIS CERTIFICATE OF
TRUST of [Issuer Trust] (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned,
as owner trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code §3801 et.
seq.) (the “Act”).


 


1.          Name.
The name of the statutory trust formed hereby is “[Issuer Trust]”.


 


2.          Delaware
Trustee. The name and business address of the trustee of the Trust having its principal place of business in the State of Delaware
are [●], [●].


 


3.          Effective
Date. This Certificate of Trust shall be effective upon filing.


 


IN WITNESS WHEREOF,
the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.


 


	 	[●],
	 	not in its individual capacity
	 	but solely as owner trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 	Exhibit A-1	Trust Agreement