exv4wb






Exhibit 4(b)




FORM OF LIMITED LIABILITY COMPANY AGREEMENT




OF




GE EQUIPMENT MIDTICKET LLC, SERIES 2009-1




(A DELAWARE LIMITED LIABILITY COMPANY)




Dated as of September 11, 2009




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GE EQUIPMENT MIDTICKET LLC, SERIES 2009-1




          LIMITED LIABILITY COMPANY AGREEMENT dated as of September 11, 2009, adopted by CEF Equipment
Holding, L.L.C., as a member (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 August 6, 2009 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.
Thomas A. Davidson 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 Equipment Midticket LLC, Series
2009-1.




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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; and



     (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.




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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.




          (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.

10 Riverview Drive

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 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.




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          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. 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 an entity disregarded as an entity separate from its owner under
Section 301.7701-3 of the Treasury Regulations 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.




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. 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.




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 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
shall be made by or to a Benefit Plan Investor, no purchase or transfer of a




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Membership Interest by or to a Benefit Plan Investor will be effective, and neither the
Company nor the Initial Member will recognize any such purchase or transfer. In addition, no
purchase or transfer will be effective if it would cause the Company to be required to withhold on
the transferee’s distributions or distributive shares of income under Sections 871, 881 or 1446 of
the Code, and neither the Manager nor the Company will recognize any purchase or transfer giving
rise to such withholding.




          (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 transferee 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.



          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 solely by reason of
its capacity as such will be liable for the debts, obligations and liabilities 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 and Managers. (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,




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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;



               (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




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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.




          SECTION 16.8 Assignment; Third Party Beneficiaries. The parties hereto acknowledge
and agree that the 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.
Nothing in this Agreement 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 any covenants, conditions or provisions contained
herein.




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




[Signature Follows]




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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.,

      as Member

 	 
	 	By:  	 	 
	 	Name:  	      	 
	 	Title:  	 	 
	 



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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, 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 ERISA (which is subject to Title I of ERISA), a “plan” described in Section 4975(e)(1) of
the Code (which is subject to Section 4975 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 Equipment Midticket LLC, Series 2009-1, a Delaware limited
liability company.




          “Distribution Date” means the 15th day of each calendar month, or, if such day is not
a Business Day, the next Business Day, commencing on October 15, 2009.




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




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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 11, 2009, between the Company and
Deutsche Bank Trust Company Americas, as the Indenture Trustee thereunder, as the same may be
amended and supplemented from time to time.




          “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.




          “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 (i) Moody’s
Investors Service, Inc. shall have been given at least 10 Business Days’ prior notice thereof and
shall have not notified the Company and the Indenture Trustee that such action will result in a
reduction or withdrawal of the then current rating of any class of the notes, and (ii) Fitch
Ratings shall have been given at least 10 Business Days’ prior notice thereof, delivered
electronically to notifications.abs@fitchratings.com.




          “Seller” is defined in Section 4.1.




          “Transaction Documents” means this Agreement, the Related Documents as defined in 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.




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CERTIFICATE OF FORMATION

OF

GE EQUIPMENT MIDTICKET LLC, SERIES 2009-1




     This Certificate of Formation of GE Equipment Midticket LLC, Series 2009-1, dated as of August
6, 2009, has been duly executed and is being filed by Thomas A. Davidson, as an authorized person,
to form a limited liability company under the Delaware Limited Liability Company Act (6
Del.C.§18-101, et seq.).




	1.	 	The name of the limited liability company is GE Equipment Midticket LLC, Series 2009-1 (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 Corporation Service Company.






	3.	 	The name and the 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 6th day of August, 2009.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Thomas A. Davidson 	 
	 	 	Title:  	Authorized Person 	 
	 



Issuer LLC Agreement