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                                                                    Exhibit 4(c)

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

                     (A DELAWARE LIMITED LIABILITY COMPANY)

                            Dated September 25, 2003

                                                            Issuer LLC Agreement

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              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

                  LIMITED LIABILITY COMPANY AGREEMENT dated as of September 25,
2003, adopted by CEF Equipment Holding, L.L.C., with respect to its series of
limited liability company interests designated as the Series 2003-1 Variable
Funding Certificates (the "Initial Member").

                              Preliminary Statement

                  The Initial Member desires to form a limited liability company
under the Delaware Limited Liability Company Act (currently Chapter 18 of Title
6 of the Delaware Code), as amended from time to time (the "Act").

                  Accordingly, the Initial Member hereby adopts the following as
the "Limited Liability Company 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 otherwise defined 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 assigned to such terms
in the Act.

                                   ARTICLE II

                  SECTION 2.1 Formation. The Company was formed as a limited
liability company pursuant to the provisions of the Act on by this Agreement and
by the filing of the Certificate of Formation with the office of the Secretary
of State of Delaware. The Initial Member hereby adopts, confirms and ratifies
said Certificate of Formation and all acts taken in connection therewith.
Michael J. Cipolla is hereby designated as an "authorized person" within the
meaning of the Act, and has executed, delivered and filed the Certificate of
Formation of the Company with the Secretary of State of the State of Delaware.
Upon the 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 of the Act. The Member
shall execute, deliver and file any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do business
any other jurisdiction in which the Company may wish to conduct business. The
existence of the Company as a separate legal entity shall continue until
cancellation of the Certificate of Formation as provided in the Act.

                                  ARTICLE III

                  SECTION 3.1 Name. The name of the Company is GE Commercial
Equipment Financing LLC, Series 2003-1.

                                                            Issuer LLC Agreement

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                                   ARTICLE IV

                  SECTION 4.1 Purpose and Limitations on Activities. The Company
shall limit its purposes and activities to (i) the issuance and sale of
Membership Interests, on the terms and conditions set forth herein; (ii)
acquiring (through purchase or otherwise) from CEF Equipment Holding, L.L.C. or
any of its subsidiaries or affiliates (collectively, the "Seller"), holding,
servicing, transferring and pledging equipment loan and lease receivables,
mortgage loans and receivables and any related rights, documents, assets, and
interests ("Assets"); (iii) entering into any agreement providing for the
acquisition, sale, financing, servicing, hedging or transfer of the Assets or
interests in the Assets; (iv) retaining or reacquiring an interest in the
Assets; (v) lending or otherwise investing proceeds from Assets and any other
income; and (vi) any purposes and activities necessary, convenient or incidental
to the conduct, promotion or attainment of the business purposes and activities
of the Company as set forth in clauses (i) through (v) above.

Provided that, in connection with the permitted activities specified 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 within Statement of Financial Accounting Standards No. 140 and related
Generally Accepted Accounting Principles, as amended) transferred to it from the
Seller (the "Transferred Assets"), (b) cash obtained from collections of the
Financial Assets and temporary cash equivalent investments of that cash pending
distribution, and (c) nonfinancial assets that may be acquired from time to time
in connection with foreclosure and related servicing activities associated with
the financial assets acquired under clause (a) above. Temporary cash investments
are intended to include money market accounts and certificates of deposits with
maturities no later than the next scheduled distribution date;

         (viii) the servicing of assets held by the Company shall be conducted
in a manner that is consistent with the servicing agreement to which the Company
shall become a party coincident with the 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;

         (x) the Company may enter into derivative contracts or hedges that have
the following characteristics: (a) are interest rate swap arrangements, (b) have
a fair value at inception of zero, and (c) commence on a date within 2 days of
the effective date of the receipt by the Company of Transferred Assets.

                  SECTION 4.2 Authority. The Company, by or through the Member,
or any Manager on behalf of the Company, may enter into and perform the
Indenture, Transaction Documents and all documents, agreements, certificates, or
financing statements contemplated thereby or related thereto, together with any
amendments or supplements thereto, all without any further act, vote or approval
of any other Person notwithstanding any other provision of this Agreement, the
Act or applicable law, rule or regulation. The foregoing authorization shall not
be deemed a restriction on the powers of the 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 of the 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 the Company at such locations
within or outside the State of Delaware as the Initial Member may determine.

                                   ARTICLE VI

                  SECTION 6.1 Registered Agent. The name and address of the
registered agent of the Company for service of process on the Company in the
State of Delaware is Corporation Service Company, 2711 Centerville Road,
Wilmington, New Castle County, Delaware, 19808.

                                   ARTICLE VII

                  SECTION 7.1 Admission of Members. (a) By execution of this
Agreement, the Initial Member is hereby admitted as a Member of the Company and
shall have a Membership Interest in the Company including, without limitation,
such rights in and to the profits and losses of the Company and rights to
receive distributions of the Company's assets, and such other rights and
obligations, as provided herein. On the date hereof, the Variable Funding
Certificate shall be issued to the Initial Member, and the Initial Member hereby
agrees that it is bound by the terms and conditions of this Agreement, including
those set forth in the Variable Funding Certificate.

                  (b)      Without the consent of any Member or other Person,
the Manager may cause the Company to issue additional Membership Interests and
thereby admit a new Member or new Members, as the case may be, to the Company,
only if such new Member (i) has delivered to the Initial Member its capital
contribution, (ii) has agreed in writing to be bound by the terms of this
Agreement by becoming a party hereto, and (iii) has delivered such additional
documentation as the Initial Member shall reasonably 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 the Company is as follows:

                           CEF Equipment Holding, L.L.C.
                           44 Old Ridgeburry Road
                           Danbury, Connecticut  06810

                                  ARTICLE VIII

                  SECTION 8.1 Management. Subject to Section 16.1 management of
the Company is initially vested in the Initial Member. The Initial Member shall
be a "manager" within the meaning of the Act (a "Manager") until such time as
the Initial Member appoints one or more Managers to replace the Initial Member
in its capacity as manager of the Company. Each Manager shall perform duties, on
behalf of the Company as Manager as set forth in this

                                                            Issuer LLC Agreement

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Agreement and in the Act and may enter into contracts with Persons on behalf of
the Company and engage in activities on behalf of the Company, including
issuing, delivering and executing contracts, agreements and other documents in
connection therewith, in each case in accordance with Section 4.1.

                  SECTION 8.2 Managers to Provide Information to the Initial
Member. It shall be the duty of each Manager to keep the Initial Member
reasonably informed as to material events relating to the Company, including,
without limitation, all claims pending or threatened against the Company and the
execution by such Manager on behalf of the Company of any material agreements or
instruments.

                  SECTION 8.3 Accounting and Tax Reports; Tax Matters. (a) The
Manager shall: (a) maintain (or cause to be maintained) the books of the Company
on a calendar year basis on the accrual method of accounting, (b) deliver to
each Member, as may be required by the Code and applicable Treasury Regulations,
such information as may be required (including Schedule K-1) to enable each
Member to prepare its federal, state and local income tax returns, (c) file such
tax returns relating to the Company, and make such elections as may from time to
time be required or appropriate under any applicable state or federal statute or
rule or regulation thereunder so as to maintain the Company's characterization
as a partnership for federal income tax purposes, (d) cause such tax returns to
be signed in the manner required by law and (e) collect or cause to be collected
any withholding tax with respect to income or distributions to Members. The
Manager shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Assets and shall
elect under Section 171 of the Code to amortize any bond premium with respect to
the Assets. The Manager shall not make the election provided under Section 754
of the Code.

                  (b)      Initial Member shall be designated the "tax matters
partner" of the Company pursuant to Section 6231(a)(7)(A) of the Code and
applicable Treasury Regulations and shall sign on behalf of the Company the tax
returns of the Company.

                                   ARTICLE IX

                  SECTION 9.1 Initial Capital Contributions. The initial cash
capital contribution to be made by the Initial Member promptly hereafter is
$10,000.

                                    ARTICLE X

                  SECTION 10.1 Additional Contributions. (a) The Members shall
have no obligation to make any additional capital contribution to the Company
after the date hereof, but the Initial Member may elect to do so from time to
time. Notwithstanding the foregoing, upon demand of the Company or as provided
in Section 16.8, the Variable Funding Certificateholder shall be obligated to
make additional capital contributions to the Company in an amount up to the
Outstanding Unfunded Capital Commitment. Not later than 2:00 p.m. on the
Business Day following delivery of such demand, the Variable Funding
Certificateholder shall fund the indicated amount by wire transfer of
immediately available funds to the account or accounts designated by the
Company.

                                                            Issuer LLC Agreement

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                                   ARTICLE XI

                  SECTION 11.1 Distributions. Distributions shall be made to the
Members at the times and in the aggregate amounts determined by the Manager,
subject to the limitations of the Act or other applicable laws.

                  SECTION 11.2 Distributions on the Variable Funding
Certificate. Subject to the limitations of the Act or other applicable laws, on
each Distribution Date, the Company shall distribute to the Variable Funding
Certificateholder all Amounts Available for Distribution.

                  SECTION 11.3 Distribution upon Withdrawal. Upon withdrawal,
any withdrawing Member shall not be entitled to receive any distribution and
shall not otherwise be entitled to receive the fair market value of its
Membership Interest.

                                   ARTICLE XII

                  SECTION 12.1 Transfers. (a) A Member other than the Initial
Member may not Transfer any part of its Membership Interest without the prior
written consent of the Initial Member, such consent not to be unreasonably
withheld. Any purported Transfer of any Membership Interest in contravention of
this Section 12.1 shall, to the fullest extent permitted by law, be null and
void and of no force or effect whatsoever. No purchase or transfer of a
Membership Interest will be effective, and neither the Company nor the Initial
Member will recognize any such purchase or transfer, if, after giving effect to
such purchase or transfer, 25% or more of the Membership Interests as determined
under 29 C.F.R. Section 2510.3-101, would be held by Benefit Plan Investors. A
purchaser that is, or is acting on behalf of, an employee benefit plan subject
to ERISA or Section 4975 of the Code or any entity deemed to hold plan assets of
either of the foregoing, will be required to represent and warrant that its
investment in the Membership Interests will not result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code (or, in the case
of a governmental or church plan, a violation of any similar federal, state or
local law).

                  (b)      The Initial Member shall admit a transferee of a
Member's Membership Interest to the Company only if such transferee (i) has
agreed in writing to be bound by the terms of this Agreement by becoming a party
hereto and (ii) has delivered such additional documentation as the Initial
Member shall reasonably require to so admit such transferee to the Company.
Notwithstanding anything contained herein to the contrary, both the Company and
the Initial Member shall be entitled to treat the transferor of a Membership
Interest as the absolute owner thereof in all respects, and shall incur no
liability for distributions of cash or other property made in good faith to it,
until such time as a written assignment or other evidence of the consummation of
a Transfer that conforms to the requirements of this Section 12.1 and is
reasonably satisfactory to the Initial Member has been received by the Company.
The effective date of any Transfer permitted under this Agreement shall be the
close of business on the day of receipt thereof by the Company.

                  (c)      The Variable Funding Certificateholder may not
transfer, assign or convey the Variable Funding Certificate or the interest
represented thereby, without the Consent of the Company, provided that such
consent shall not be unreasonably withheld and without complying

                                                            Issuer LLC Agreement

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with the terms of the Variable Funding Certificate. No transfer, assignment or
conveyance of the Variable Funding Certificate will be effective prior to notice
to the Company and recordation by the Company thereof in such register.

                  SECTION 12.2 Restrictions on Expulsion. No Member shall be
expelled as a Member under any circumstances.

                                  ARTICLE XIII

                  SECTION 13.1 Liability of Members. Except as required by the
Act, no Member or any Manager, agent, shareholder, director, employee or
incorporator of any Member will be liable for the debts, solely by reason of
being a member or manager of the Company whether arising in contract, tort or
otherwise, which debts, obligations and liabilities shall be solely the debts,
obligations and liabilities of the Company or such other Member, as applicable.

                                   ARTICLE XIV

                  SECTION 14.1 Exculpation and Indemnification of Members. (a)
No Indemnified Party shall be liable to the Company or any Member for any loss,
damage or claim incurred by reason of any act performed or any act omitted by
such Indemnified Party in connection with any matter arising from, or related
to, or in connection with this Agreement or the Company's business or affairs;
provided, however, that the foregoing shall not eliminate or limit the liability
of any Indemnified Party if a judgment or other final adjudication adverse to
the Indemnified Party establishes (i) that the Indemnified Party's acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or (ii) that the Indemnified Party personally gained in fact a
financial profit or other advantage to which the Indemnified Party was not
legally entitled.

                  (b)      The Company shall, to the fullest extent permitted by
the Act, indemnify and hold harmless, and advance expenses to, each Indemnified
Party against any losses, claims, damages or liabilities to which the
Indemnified Party may become subject in connection with any matter arising from,
related to, or in connection with, this Agreement or the Company's business or
affairs; provided, however, that no indemnification may be made to or on behalf
of any Indemnified Party (and expenses advanced shall be returned) if a judgment
or other final adjudication adverse to the Indemnified Party establishes (i)
that the Indemnified Party's acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated or (ii) that the Indemnified Party personally gained in fact a
financial profit or other advantage to which the Indemnified Party was not
legally entitled.

                  (c)      Notwithstanding anything else contained in this
Agreement, the indemnity obligations of the Company under paragraph (b) above
shall:

                           (i)      be in addition to any liability that the
                  Company may otherwise have;

                                                            Issuer LLC Agreement

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                           (ii)     inure to the benefit of the successors,
                  assigns, heirs and personal representatives of each
                  Indemnified Party; and

                           (iii)    be limited to the assets of the Company.

                  (d)      This Article XIV shall survive any termination of
this Agreement and the dissolution of the Company.

                                   ARTICLE XV

                  SECTION 15.1 Duration and Dissolution. The Company shall be
dissolved and its affairs shall be wound up upon the affirmative vote or written
consent of the Initial Member or as otherwise required by the Act.

                                   ARTICLE XVI

                  SECTION 16.1 Bankruptcy. Except by the unanimous consent of
all Members, and Managers, the Company shall not file a voluntary petition in
bankruptcy or otherwise seek relief under Title 11 of the United States Code or
any successor statute thereto, or under any similar applicable state law.

                  SECTION 16.2 Amendments. This Agreement may be amended only by
written instrument executed by the Initial Member, provided that the Rating
Agency Condition is satisfied.

                  SECTION 16.3 Headings. The titles of Sections of this
Agreement are for convenience or reference only and shall not define or limit
any of the provisions of this Agreement.

                  SECTION 16.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF.

                  SECTION 16.5 Separability of Provisions. Each provision of
this Agreement shall be considered separable and if for any reason any provision
or provisions herein are determined to be invalid, unenforceable or illegal
under any existing or future law, such invalidity, unenforceability or
illegality shall not impair the operation of or affect those portions of this
Agreement which are valid, enforceable and legal.

                  SECTION 16.6 Further Assurances. The Initial Member shall
execute and deliver such further instruments and do such further acts and things
as may be required to carry out the intent and purposes of this Agreement.

                  SECTION 16.7 Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original of this
Agreement. Executed counterparts may be delivered electronically.

                                                            Issuer LLC Agreement

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                  SECTION 16.8 Assignment; Third Party Beneficiaries. The
parties hereto acknowledge and agree that the obligation of the Variable Funding
Certificateholder to make capital contributions pursuant to the Variable Funding
Certificate and all other rights of the Company under this Agreement may be
pledged from time to time by the Company to creditors of the Company to secure
the Company's obligations to such creditors. In connection with the exercise of
remedies against the Company any such Creditor may request the Variable Funding
Certificateholder to make capital contributions pursuant to Article X hereof
without further consent of the Variable Funding Certificateholder. Nothing in
this Agreement or in the Variable Funding Certificate, whether express or
implied, shall be construed to give to any other Person (other than a party
hereto or an Indemnified Party) any legal or equitable right, remedy or claim
under or in respect of this Agreement or the Variable Funding Certificate, or
any covenants, conditions or provisions contained herein or therein.

                  SECTION 16.9 Notwithstanding any other provision of this
Agreement, the Member agrees that this Agreement constitutes a legal, valid and
binding agreement of the Member, and is enforceable against the Member, in
accordance with its terms.

                               [Signature Follows]

                                                            Issuer LLC Agreement

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                  IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Agreement as of the date first above
written.

                                               CEF EQUIPMENT HOLDING, L.L.C.,
                                                   with respect to its series of
                                                   limited liability company
                                                   interests designated as the
                                                   Series 2003-1 Variable
                                                   Funding Certificates, as
                                                   Member and Variable Funding
                                                   Certificateholder

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                                            Issuer LLC Agreement

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                              DEFINITIONS ADDENDUM
                                     TO THE
                       LIMITED LIABILITY COMPANY AGREEMENT

                  "Act" is defined in the Preliminary Statement.

                  "Affiliate" means, with respect to any Person, any Person or
group of Persons acting in concert in respect of the Person in question that,
directly or indirectly, controls or is controlled by or is under common control
with such Person. For the purposes of this definition, "control" (including,
with correlative meaning, the terms "controlled by" and "under common control
with") as used with respect to any Person or group of Persons, shall mean the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

                  "Agreement" means this Limited Liability Company Agreement,
including the Variable Funding Certificate, as amended from time to time.

                  "Amounts Available for Distribution" means on each
Distribution Date all funds received by the Company from whatever source after
the payment of all interest, principal and other debt payments made by the
Company on such Distribution Date and any other obligations of the Company
payable on such Distribution Date.

                  "Asset" is defined in Section 4.1.

                  "Benefit Plan Investor" means an "employee benefit plan"
within the meaning of Section 3(3) of (whether or not subject to ERISA, and
including, without limitation, foreign or government plans), a "plan" described
in Section 4975(e)(1) of the Code, or any entity deemed to hold "plan assets" of
any of the foregoing by reason of investment by an "employee benefit plan" or
"plan" in the entity.

                  "Business Day" means any day that is not a Saturday, Sunday or
a day on which banks are required or permitted to be closed in the State of New
York or the State of Connecticut.

                  "Certificate of Formation" means the Certificate of Formation
of the Company, as amended from time to time.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and Treasury Regulations promulgated thereunder.

                  "Company" means GE Commercial Equipment Financing LLC, Series
2003-1, a Delaware limited liability company.

                  "Distribution Date" means the 20th day of each calendar month,
or, if such day is not a Business Day, the next Business Day, commencing on
October 20, 2003.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time and any regulations promulgated thereunder.

                                                            Issuer LLC Agreement

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                  "Indemnified Party" means a Member, Manager, employee,
organizer or agent of the Company or any officer, agent, shareholder, director,
employee or incorporator of the Initial Member.

                  "Indenture" means the Indenture, dated September 25, 2003,
between the Company and JPMorgan Chase Bank, as the Indenture Trustee
thereunder, as the same may be amended and supplemented from time to time.

                  "Initial Capital Commitment" means an amount equal to
$13,193,123.

                  "Initial Member" has the meaning assigned in the preamble.

                  "Manager" is defined in Section 8.1.

                  "Member" means the Initial Member and any Person that is
admitted as a member of the Company, in each case for so long as such Person
continues to be a member of the Company, in such Person's capacity as a member
of the Company.

                  "Membership Interest" means the entire limited liability
company interest of a Member in the Company at any particular time, including
the right of a Member to any and all benefits to which a Member may be entitled
as provided in this Agreement, together with the obligations of such member to
comply with all the terms and provisions of this Agreement. A Membership
Interest may be represented by a certificate or a Variable Funding Certificate.

                  "Outstanding Unfunded Capital Commitment" means, as of any
date of determination, (i) the Variable Funding Capital Commitment, reduced by
(ii) the aggregate amount of capital contributions made by the holder of the
Variable Funding Certificate pursuant to the Agreement. If on any Distribution
Date the Outstanding Unfunded Capital Commitment is less than the Variable
Funding Capital Commitment, the Outstanding Unfunded Capital Commitment shall be
increased on such Distribution Date to the extent of Amounts Available for
Distribution on such Payment Date, provided that in no event shall the
Outstanding Unfunded Capital Commitment after any such increase exceed the
Variable Funding Capital Commitment.

                  "Person" means an individual, partnership corporation
(including a business trust), limited liability company, joint stock company,
trust, association, joint venture, government or any agency or political
subdivision thereof or any other entity of whatever nature.

                  "Rating Agency Condition" means, with respect to any action,
that each rating agency rating any notes issued by the Company shall have been
given prior notice thereof and that each of the rating agencies shall have
notified the Company and JPMorgan Chase Bank as the Indenture Trustee in writing
that such action will not result in a reduction or withdrawal of the then
current rating of any such class of the notes.

                  "Seller" is defined in Section 4.1.

                  "Transaction Documents" means this Agreement, the Related
Documents as defined in the Indenture dated as of September 25, 2003, between
the Company and JPMorgan

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Chase Bank, as indenture trustee (the "Indenture") and all documents and
certificates contemplated thereby or delivered in connection therewith.

                  "Transfer" means, (i) as a noun, any transfer, sale,
assignment, exchange, charge, pledge, gift, hypothecation, conveyance,
encumbrance or other disposition whether direct or indirect, voluntary or
involuntary, by operation of law or otherwise and, (ii) as a verb, directly or
indirectly, voluntarily or involuntarily, by operation of law or otherwise, to
transfer, sell, assign, exchange, charge, pledge, give, hypothecate, convey,
encumber or otherwise dispose of.

                  "Treasury Regulations" means regulations, including proposed
or temporary regulations, promulgated under the Code.

                  "Variable Funding Capital Commitment" as of any date means an
amount equal to the lesser of (x) $13,193,123 and (y) the sum of the outstanding
principal balances of the Class A-4 and Class B Notes (as defined in the
Indenture) as of such date as determined pursuant to the Indenture.

                  "Variable Funding Certificate" means a certificate
representing a Membership Interest in the form of Exhibit B. The terms set forth
in the Variable Funding Certificate are incorporated by reference and constitute
part of this Agreement.

                  "Variable Funding Certificateholder" means the registered
holder of a Variable Funding Certificate.

                                                            Issuer LLC Agreement

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                                                                       EXHIBIT A

                        FORM OF CERTIFICATE OF FORMATION

                                       OF

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

         This Certificate of Formation of GE Commercial Equipment Financing LLC,
Series 2003-1, dated as of August 27, 2003, has been duly executed and is being
filed by August 27, 2003, as an authorized person, to form a limited liability
company under the Delaware Limited Liability Company Act (6 Del.C. Section
18-101, et seq.).

1.       The name of the limited liability company is GE Commercial Equipment
         Financing LLC, Series 2003-1 (the "LLC").

2.       The address of the registered office of the LLC in the State of
         Delaware is 2711 Centerville Road, in the City of Wilmington, County of
         New Castle, Delaware 19808. The name of the registered agent of the LLC
         at such address is The Corporation Trust Company.

3.       The name and address of the registered agent for service of process on
         the LLC in the State of Delaware is Corporation Service Company, 2711
         Centerville Road, County of New Castle, Wilmington, Delaware 19808.

4.       The period of duration of the LLC is perpetual unless otherwise
         dissolved in accordance with the Limited Liability Company Agreement of
         the LLC.

5.       This Certificate of Formation shall be effective as of its filing.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of the LLC this 27th day of August 2003.

                                               By: _____________________________
                                                   Name:  Michael J. Cipolla
                                                   Title: Authorized Person

                                                            Issuer LLC Agreement

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                                                                       EXHIBIT B

                      FORM OF VARIABLE FUNDING CERTIFICATE

         THIS VARIABLE FUNDING CERTIFICATE HAS NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN
SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS VARIABLE FUNDING
CERTIFICATE SHALL BE MADE EXCEPT IN COMPLIANCE WITH SECTION 12.1(c) OF THE
LIMITED LIABILITY COMPANY AGREEMENT AND EITHER (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT OR (ii) IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE AND FOREIGN
SECURITIES LAWS.

         THE VARIABLE FUNDING CERTIFICATEHOLDER HEREOF IS REQUIRED TO MAKE
CAPITAL CONTRIBUTIONS REQUESTED BY THE COMPANY (OR BY CERTAIN OTHER PERSONS
REFERRED TO IN THE LLC AGREEMENT) UP TO A MAXIMUM AMOUNT SPECIFIED IN THE LLC
AGREEMENT. THE OUTSTANDING UNFUNDED CAPITAL COMMITMENT AT ANY TIME MAY BE LESS
THAN SUCH MAXIMUM AMOUNT.

         THIS VARIABLE FUNDING CERTIFICATE IS NOT AN OBLIGATION OF, AND WILL NOT
BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, GENERAL ELECTRIC CAPITAL
CORPORATION, GENERAL ELECTRIC CAPITAL SERVICES, INC., CEF EQUIPMENT HOLDING,
L.L.C. OR ANY OF THEIR RESPECTIVE AFFILIATES.

                                                            Issuer LLC Agreement

                                      B-2

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              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1
                          VARIABLE FUNDING CERTIFICATE

                                 Representing a
                                 Maximum Amount
                      outstanding at any time not to exceed
                                 $_____________

         This certifies that CEF EQUIPMENT HOLDING, L.L.C. (the "Holder") is the
registered owner of limited liability company interests evidenced by this
Variable Funding Certificate as described in the Limited Liability Company
Agreement of GE Commercial Equipment Financing LLC, Series 2003-1 (the
"Company") dated as of September [_], 2003, as amended from time to time (the
"LLC Agreement"). Capitalized terms used herein and not defined herein shall
have the meanings ascribed thereto in the LLC Agreement.

         This Variable Funding Certificate represents a 100% Membership Interest
in the Company, including the right to receive distributions from the Company
pursuant to Section 11.2 of the LLC Agreement. All of the provisions of the LLC
Agreement are incorporated by reference and comprise integral parts of this
Variable Funding Certificate. The following summary of certain provisions
thereof is not and does not purport to be complete. By its acceptance hereof,
the Holder of this Variable Funding Certificate assents to and is bound by the
terms, provisions and conditions of the LLC Agreement, including the provisions
thereof (i) setting forth the obligation of the Holder of this Variable Funding
Certificate to make capital contributions as and when properly requested
pursuant to Article X thereof and (ii) specifying that this Variable Funding
Certificate is payable only from certain funds of the Company that are available
for such purpose in accordance with Section 11.2 of the LLC Agreement.

         Subject to the more detailed provisions concerning payments to be made
to the Holder of the Variable Funding Certificate set forth in the LLC
Agreement, distributions to the Holder of the Variable Funding Certificate will
be made on the 20th day of each calendar month, or if such day is not a Business
Day, then on the next succeeding Business Day, to the extent funds are available
therefore.

         THE HOLDER MAY NOT TRANSFER, ASSIGN OR CONVEY THIS VARIABLE FUNDING
CERTIFICATE WITHOUT THE CONSENT OF THE COMPANY. ANY TRANSFER, CONVEYANCE OR
ASSIGNMENT MUST BE IN RESPECT OF 100% OF THIS VARIABLE FUNDING CERTIFICATE. THE
COMPANY WILL MAINTAIN A REGISTER IN WHICH IT WILL RECORD THE NAME AND CONTACT
INFORMATION FOR EACH HOLDER. NO TRANSFER, ASSIGNMENT OR CONVEYANCE OF THIS
VARIABLE FUNDING CERTIFICATE WILL BE EFFECTIVE PRIOR TO NOTICE TO THE COMPANY
AND RECORDATION BY THE COMPANY THEREOF IN SUCH REGISTER.

                                                            Issuer LLC Agreement

                                      B-3

<PAGE>

         THIS VARIABLE FUNDING CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

                                                            Issuer LLC Agreement

                                      B-4

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Variable Funding
Certificate to be duly executed.

                                          GE COMMERCIAL EQUIPMENT FINANCING LLC,
                                             SERIES 2003-1, as Issuer

                                          By: CEF EQUIPMENT HOLDING, L.L.C.,
                                          with respect to the Series 2003-1
                                          Variable Funding Certificates, not in
                                          its individual capacity but solely in
                                          its capacity as Manager

                                          By: __________________________________
                                              Name:
                                              Title:

Dated: September 25, 2003

                                                            Issuer LLC Agreement

<PAGE>

                                                                       EXHIBIT C

                  FORM OF VARIABLE FUNDING CERTIFICATE CAPITAL
                              CONTRIBUTION REQUEST
              GE Commercial Equipment Financing LLC, Series 2003-1
                              44 Old Ridgebury Road
                           Danbury, Connecticut 06810

CEF Equipment Holding, L.L.C.
44 Old Ridgebury Road
Danbury, Connecticut 06810
Attn: [        ]
Facsimile: [      ]

         Re:   GE Commercial Equipment Financing
               Variable Funding Certificate

Ladies and Gentlemen:

         This notice confirms the Issuer's request for a capital contribution on
the Variable Funding Certificate pursuant to Section 10.1 of the Limited
Liability Company Agreement in the amount of $____________. Please contribute
the requested amount as set forth in Section 10.1 of the Limited Liability
Company Agreement.

         Please acknowledge receipt of this notice by executing below and
returning to the above-listed address.

                                          Very truly yours,

                                          GE Commercial Equipment Financing LLC,
                                              Series 2003-1

                                          By: __________________________________
                                               Name:
                                               Title:

ACKNOWLEDGED:

CEF Equipment Holding, L.L.C.

By: _______________________________
     Name:
     Title:

                                                            Issuer LLC Agreement