exv4wg






Exhibit 4(g)




FORM OF ADMINISTRATION AGREEMENT




between




GE EQUIPMENT MIDTICKET LLC, SERIES 2009-1,

as Issuer




and




GENERAL ELECTRIC CAPITAL CORPORATION,

as Administrator




Dated as of September 11, 2009




Administration Agreement









 









 






TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page
	1. DUTIES OF THE ADMINISTRATOR

	 	 	1	 
	2. RECORDS

	 	 	6	 
	3. COMPENSATION

	 	 	6	 
	4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER

	 	 	6	 
	5. INDEPENDENCE OF THE ADMINISTRATOR

	 	 	6	 
	6. NO JOINT VENTURE

	 	 	6	 
	7. OTHER ACTIVITIES OF THE ADMINISTRATOR

	 	 	6	 
	8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF THE ADMINISTRATOR

	 	 	7	 
	9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL

	 	 	8	 
	10. NOTICES

	 	 	8	 
	11. AMENDMENTS

	 	 	9	 
	12. SUCCESSORS AND ASSIGNS

	 	 	9	 
	13. GOVERNING LAW

	 	 	9	 
	14. OTHER INTERPRETIVE MATTERS

	 	 	11	 
	15. HEADINGS

	 	 	11	 
	16. COUNTERPARTS

	 	 	11	 
	17. SEVERABILITY

	 	 	11	 
	18. NOT APPLICABLE TO THE ADMINISTRATOR IN OTHER CAPACITIES

	 	 	11	 
	19. LIMITATION OF LIABILITY OF THE MANAGING MEMBER

	 	 	11	 
	20. INDEMNIFICATION

	 	 	12	 






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     ADMINISTRATION AGREEMENT dated as of September 11, 2009, between GE Equipment Midticket LLC,
Series 2009-1, a Delaware limited liability company (the “Issuer"), and General Electric Capital
Corporation, a Delaware corporation, as administrator (the “Administrator").



RECITALS




     WHEREAS, the Issuer is issuing 0.50075% Class A-1 Notes, 1.42% Class A-2 Notes, 2.34% Class
A-3 Notes, 3.13%, Class A-4 Notes (together with the Class A-3 Notes, the Class A-2 Notes and the
Class A-1 Notes, the “Class A Notes”), 5.67% Class B Notes (the “Class B Notes”), and 7.14% Class
C Notes (the “Class C Notes,” and together with the Class A Notes and the Class B Notes, the
“Notes"), pursuant to the Indenture, dated as of the date hereof (as amended and supplemented from
time to time in accordance with the provisions thereof, the “Indenture"), between the Issuer and
the Indenture Trustee (capitalized terms used herein and not otherwise defined herein are defined
in the Indenture);



     WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the
Notes and of certain beneficial ownership interests of the Issuer, including: (i) a Loan Purchase
and Sale Agreement, dated as of the date hereof (as amended and supplemented from time to time, the
“Purchase and Sale Agreement"), between the Issuer and CEF Equipment Holding L.L.C., a Delaware
limited liability company, as seller (the “Transferor"), (ii) the Indenture and (iii) a Servicing
Agreement, dated as of the date hereof (the “Servicing Agreement), between the Issuer and General
Electric Capital Corporation, as servicer (in such capacity, the “Servicer") (the Servicing
Agreement, the Purchase and Sale Agreement and the Indenture, being hereinafter referred to
collectively as the “Related Documents");



     WHEREAS, pursuant to the Related Documents, the Issuer is required to perform certain duties
in connection with: (a) the Notes and the collateral therefor pledged pursuant to the Indenture
(the “Collateral") and (b) the ownership interests in the Issuer (the registered holders of such
interests being referred to herein as the “Owners");



     WHEREAS, the Issuer desires to have the Administrator perform certain of the duties of the
Issuer referred to in the preceding clause, and to provide such additional services consistent with
this Agreement and the Related Documents as the Issuer may from time to time request; and



     WHEREAS, the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer on the terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:



     1. Duties of the Administrator.



     (a) Duties with Respect to the Indenture. The Administrator, on behalf of the Issuer,
shall perform the administrative duties of the Issuer under the Indenture. In addition, the
Administrator, on behalf of the Issuer, shall consult with the Indenture Trustee regarding the
duties of the Issuer and the Indenture Trustee under the Indenture. The Administrator, on behalf



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of the Issuer, shall monitor the performance of the Issuer and shall advise the Issuer when
action is necessary to comply with the Issuer’s duties under the Indenture. The Administrator, on
behalf of the Issuer, shall prepare for execution by the Issuer or shall cause the preparation by
other appropriate Persons of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the
Indenture. In furtherance of the foregoing, the Administrator, on behalf of the Issuer, shall take
all appropriate action that is the duty of the Issuer to take pursuant to such documents,
including, without limitation, such of the foregoing as are required with respect to the following
matters (references in this Section are to sections of the Indenture):





     (i) the duty to cause the Note Register to be kept and to give the Indenture Trustee
notice of any appointment of a new Note Registrar and the location, or change in location,
of the Note Register (Section 2.4);




     (ii) the notification to the Indenture Trustee of the Payment Date on which the final
installment of principal and interest on the Notes will be paid (Section 2.7);




     (iii) the preparation of or obtaining of the documents and instruments required for
authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2);




     (iv) the maintenance of an office at the Corporate Trust Office, for registration of
transfer or exchange of Notes and where notices and demands to or upon the Issuer in respect
of the Notes and the Indenture may be served (Section 3.2);




     (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the
Indenture Trustee the instrument specified in the Indenture regarding funds held in trust
(Sections 3.3 and 6.16);




     (vi) the direction to the Paying Agents to pay all sums held in trust by such Paying
Agents to the Indenture Trustee for purposes of obtaining the satisfaction and discharge of
the Indenture (Sections 3.3 and 6.16);




     (vii) the observance and compliance by the Issuer in all material respects with (i) all
laws applicable to it and (ii) all requisite and appropriate organizational and other
formalities in the management of its business and affairs and the conduct of the
transactions contemplated by the Indenture (Section 3.4);




     (viii) the preparation of all supplements, amendments and all writings, and such other
actions, necessary or advisable to protect the Collateral in accordance with Section 3.5 of
the Indenture (Section 3.5);




     (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery
of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the
Collateral, and the annual delivery of the Officers’ Certificate and certain other
statements, in accordance with Section 3.9 of the Indenture, as to compliance with the
Indenture (Sections 3.6 and 3.9);



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     (x) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee
of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.11 of the
Indenture (Section 3.11(l));




     (xi) the preparation, execution and filing of all forms and documents necessary to pay
all taxes in accordance with Section 3.8 of the Indenture (Section 3.8);




     (xii) the preparation and obtaining of documents and instruments required for the
release of the Issuer from its obligations under the Indenture (Section 3.12(b));




     (xiii) the delivery of notice to the Indenture Trustee and the Rating Agencies of each
Event of Default and each default by the Servicer of its obligations under the Servicing
Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section
3.13);




     (xiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge
of the Indenture and the preparation of an Officers’ Certificate and the obtaining of an
Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1);




     (xv) the compliance with any written directive of the Indenture Trustee to the Issuer
with respect to the sale of the Collateral in a commercially reasonable manner if an Event
of Default shall have occurred and be continuing (Section 5.2(a)(vi));




     (xvi) the delivery of a written demand to the Servicer to deliver the Loan Files to the
Indenture Trustee upon receipt by the Issuer of a written demand for the same from the
Indenture Trustee (Section 5.2(a)(vii));




     (xvii) the preparation and delivery of notice to Noteholders of the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);




     (xviii) the furnishing to the Indenture Trustee with the names and addresses of
Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section
7.1);




     (xix) the preparation, execution and filing with the Commission and the Indenture
Trustee of the annual reports and of the information, documents and other reports required
to be filed on a periodic basis with, and summaries thereof as may be required by rules and
regulations prescribed by, the Commission or, if the Issuer is not required to file with the
Commission periodic information, documents or reports, then the preparation, execution and
filing with the Commission and the Indenture Trustee of such supplementary and periodic
information, documents and reports as may be prescribed by the Commission and, in each case,
the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);




     (xx) the opening of one or more accounts in the Issuer’s name, the preparation of
Issuer Orders, Officers’ Certificates and Opinions of Counsel and all other actions
necessary with respect to investment and reinvestment of funds in the Trust Accounts
(Sections 8.2 and 8.6);



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     (xxi) the preparation of an Issuer Request and Officers’ Certificate and the obtaining
of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the
Collateral as defined in the Indenture (Sections 8.7 and 8.8);




     (xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with
respect to the execution of supplemental indentures and the mailing to the Noteholders of
notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);




     (xxiii) the execution and delivery of new Notes conforming to any supplemental
indenture (Section 9.5);




     (xxiv) the notification of Noteholders of redemption of the Notes (Section 10.2);




     (xxv) the preparation of all Officers’ Certificates, Opinions of Counsel and
Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee
to take an action under the Indenture other than any request that (a) the Indenture Trustee
authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the
Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a));




     (xxvi) the preparation and delivery of Officers’ Certificates and the obtaining of
Independent Certificates, if necessary, for the release of property from the lien of the
Indenture (Section 11.1(b));




     (xxvii) the preparation and delivery to Noteholders and the Indenture Trustee of any
agreements with respect to alternate payment and notice provisions (Section 11.6);




     (xxviii) the recording of the Indenture, if applicable (Section 11.13); and




     (xxix) the filing with the Commission of the appropriate forms necessary to suspend
reporting requirements under the Securities Exchange Act (Section 7.4).



     (b) Duties with Respect to the Issuer. (i) The Administrator shall perform such
calculations, and shall prepare for execution by the Issuer or shall cause the preparation by other
appropriate Persons, of all such documents, reports, filings, instruments, certificates and
opinions, as it shall be the duty of the Issuer, to perform, prepare, file or deliver pursuant to
the Related Documents. At the request of the Issuer, the Administrator shall take all appropriate
action that it is the duty of the Issuer to take pursuant to the Related Documents. Subject to
Section 5 of this Agreement, and in accordance with the directions of the Issuer, the
Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of
such other activities in connection with the Collateral (including the Related Documents) as are
not covered by any of the foregoing and as are expressly requested by the Issuer, and are
reasonably within the capability of the Administrator.



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     (ii) Notwithstanding anything in this Agreement or the Related Documents to the
contrary, the Administrator shall be responsible for promptly notifying the Issuer, in the
event that any withholding tax is imposed on the Issuer’s payments (or allocations of
income). Any such notice shall specify the amount of any withholding tax required to be
withheld pursuant to such provision.




     (iii) Notwithstanding anything in this Agreement or the Related Documents to the
contrary, the Administrator shall be responsible for performance of the duties of the
Managing Member set forth in Sections 8.2 and 8.3 of the Issuer Limited Liability Company
Agreement with respect to, among other things, accounting and reports to members; provided,
however, that the Managing Member shall retain responsibility for the distribution of the
Schedule K-1s necessary to enable each member to prepare its Federal and State income tax
returns.




     (iv) The Administrator shall satisfy its obligations with respect to clauses
(ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent
certified public accountants (the “Accountants") acceptable to the Issuer, which Accountants
shall perform the obligations of the Administrator thereunder. In connection with
clause (ii), the Accountants will provide a letter in form and substance
satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax
withholding is then required and, if required, the procedures to be followed with respect
thereto to comply with the requirements of the Code. The Accountants shall be required to
update the letter in each instance that any additional tax withholding is subsequently
required or any previously required tax withholding shall no longer be required.




     (v) In carrying out the foregoing duties or any of its other obligations under this
Agreement, the Administrator may enter into transactions with or otherwise deal with any of
its Affiliates; provided, however, that the terms of any such transactions or dealings shall
be in accordance with any directions received from the Issuer and shall be, in the
Administrator’s opinion, no less favorable to the Issuer than would be available from
unaffiliated parties.




     (vi) The Administrator hereby agrees to execute on behalf of the Issuer all such
documents, reports, filings, instruments, certificates and opinions as it shall be the duty
of the Issuer to prepare, file or deliver pursuant to the Related Documents or otherwise by
law.



     (c) Non-Ministerial Matters. (i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the Administrator shall not take any action
unless within a reasonable time before the taking of such action the Administrator shall have
notified the Managing Member or the Issuer, as applicable, of the proposed action and the Managing
Member or the Issuer, as applicable, shall have consented or provided an alternative direction.
For the purpose of the preceding sentence, "non-ministerial matters” shall include, without
limitation:




     (A) the amendment of or any supplement to the Indenture;



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     (B) the initiation of any claim or lawsuit by the Issuer and the compromise of
any action, claim or lawsuit brought by or against the Issuer (other than in
connection with the collection of the Loans);




     (C) the amendment, change or modification of the Related Documents;




     (D) the appointment of successor Note Registrars, successor Paying Agents and
successor Indenture Trustees pursuant to the Indenture or the appointment of
successor Administrators or successor Servicers, or the consent to the assignment by
the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the
Indenture; and




     (E) the removal of the Indenture Trustee.




     (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator
shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the
Related Documents or (y) take any other action that the Issuer directs the Administrator not
to take on its behalf.



     2. Records. The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records shall be accessible
for inspection by the Issuer or its designees, at any time during normal business hours.



     3. Compensation. As compensation for the performance of the Administrator’s
obligations under this Agreement and as reimbursement for its expenses related thereto, the
Administrator shall be entitled to $3,000 per annum, 1/12 of which is payable in arrears on each
Payment Date, which payment shall be solely an obligation of the Issuer.



     4. Additional Information To Be Furnished to the Issuer. The Administrator shall
furnish to the Issuer from time to time such additional information regarding the Collateral as the
Issuer shall reasonably request.



     5. Independence of the Administrator. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer with respect to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to
act for or represent the Issuer in any way (other than as permitted hereunder) and shall not
otherwise be deemed an agent of the Issuer.



     6. No Joint Venture. Nothing contained in this Agreement: (i) shall constitute the
Administrator and the Issuer as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to impose any liability
as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.



     7. Other Activities of the Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in their sole discretion,
from
acting in a similar capacity as an administrator for any other Person even though such Person
may engage in business activities similar to those of the Issuer.



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     8. Term of Agreement; Resignation and Removal of the Administrator. (a) This
Agreement shall continue in force until the dissolution of the Issuer, upon which event this
Agreement shall automatically terminate.



     (b) Subject to Section 8(g), the Administrator may resign its duties hereunder by
providing the Issuer and the Servicer with at least sixty (60) days’ prior written notice.



     (c) Subject to Section 8(e), the Issuer may remove the Administrator without cause by
providing the Administrator and the Servicer with at least sixty (60) days’ prior written notice.



     (d) Subject to Section 8(e), at the sole option of the Issuer, the Administrator may
be removed immediately upon written notice of termination from the Issuer to the Administrator and
the Servicer if any of the following events shall occur:




     (i) the Administrator shall default in the performance of any of its duties under this
Agreement and, after notice of such default, shall not cure such default within ten (10)
days (or, if such default cannot be cured in such time, shall not give within ten (10) days
such assurance of cure as shall be reasonably satisfactory to the Issuer);




     (ii) a court having jurisdiction in the premises shall enter a decree or order for
relief, and such decree or order shall not have been vacated within sixty (60) days, in
respect of the Administrator in any involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for the
Administrator or any substantial part of its property or order the winding-up or liquidation
of its affairs; or




     (iii) the Administrator shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the
entry of an order for relief in an involuntary case under any such law, or shall consent to
the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or
similar official for the Administrator or any substantial part of its property, shall
consent to the taking of possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of creditors or shall fail
generally to pay its debts as they become due.



     The Administrator agrees that if any of the events specified in clauses (ii) or
(iii) of this subsection shall occur, it shall give written notice thereof to the Issuer,
the Servicer and the Indenture Trustee within seven (7) days after the occurrence of such event.



     (e) Upon the Administrator’s receipt of notice of termination, pursuant to Sections
8(c) or (d), or the Administrator’s resignation in accordance with this Agreement, the
predecessor Administrator shall continue to perform its functions as Administrator under this
Agreement, in the case of termination, only until the date specified in such termination notice or,
if no such date is specified in a notice of termination, until receipt of such notice and, in the
case



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of resignation, until the later of: (x) the date forty-five (45) days from the delivery to the
Issuer, the Indenture Trustee and the Servicer of written notice of such resignation (or written
confirmation of such notice) in accordance with this Agreement and (y) the date upon which the
predecessor Administrator shall become unable to act as Administrator, as specified in the notice
of resignation and accompanying Opinion of Counsel. In the event of the Administrator’s
termination hereunder, the Issuer shall appoint a successor Administrator, and the successor
Administrator shall accept its appointment by a written assumption.




     (f) Upon appointment, the successor Administrator shall be the successor in all respects to
the predecessor Administrator and shall be subject to all the responsibilities, duties and
liabilities arising thereafter relating thereto placed on the predecessor Administrator and shall
be entitled to the compensation specified in Section 3 and all the rights granted to the
predecessor Administrator by the terms and provisions of this Agreement.



     (g) No resignation or removal of the Administrator pursuant to this Section shall be effective
until: (i) a successor Administrator shall have been appointed by the Issuer and (ii) such
successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in
the same manner as the Administrator is bound hereunder.



     (h) The appointment of any successor Administrator shall be effective only after satisfaction
of the Rating Agency Condition with respect to the proposed appointment.



     (i) The Administrator or the Issuer, as the case may be, shall provide to the Indenture
Trustee a copy of all notices required to be delivered under this Article 8.



     9. Action upon Termination, Resignation or Removal. Promptly upon the effective date
of termination of this Agreement pursuant to Section 8(a), or the resignation or removal of
the Administrator pursuant to Section 8(b) or (c), respectively, the Administrator
shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such
termination, resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 8(a) deliver to the Issuer all property and documents of or relating to
the Collateral then in the custody of the Administrator. In the event of the resignation or
removal of the Administrator pursuant to Section 8(b) or (c), respectively, the
Administrator shall cooperate with the Issuer and the Indenture Trustee and take all reasonable
steps requested to assist the Issuer and the Indenture Trustee in making an orderly transfer of the
duties of the Administrator.



     10. Notices. Any notice, report or other communication given hereunder shall be in
writing and addressed as follows:



     (a) if to the Issuer, to:


GE Commercial Midticket LLC, Series 2009-1

c/o General Electric Capital Corporation

10 Riverview Drive

Danbury, Connecticut 06810

Attention: Capital Markets Operations




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     (b) if to the Administrator, to:


General Electric Capital Corporation,

as Administrator

201 Merritt 7

Norwalk,
Connecticut 06851

Attention: General Counsel

Telephone:      (203) 229-5000

Facsimile:      (203) 956-4296




     (c) if to the Indenture Trustee, to:


Deutsche Bank Trust Company Americas

60 Wall Street, 26th Floor,

NYC 60-2606, New York, NY 10005,

Attention: Structured Finance Services/Trust and Securities Services—Louis Bodi



or to such other address as any party shall have provided to the other parties in writing. Any
notice required to be in writing hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid, or hand-delivered to the address of such party as provided above.




     11. Amendments. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Issuer and the Administrator. Promptly after the
execution of any such amendment (or, in the case of a Rating Agency, ten (10) days prior thereto),
the Administrator shall furnish written notification of the substance of such amendment or consent
to each Noteholder and each Rating Agency.



     12. Successors and Assigns. This Agreement may not be assigned by the Administrator
unless such assignment is previously consented to in writing by the Issuer and subject to the
satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent
and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner
as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be
assigned by the Administrator without the consent of the Issuer to a corporation or other
organization that is a successor (by merger, consolidation or purchase of assets) to the
Administrator, provided that such successor organization executes and delivers to the Issuer, an
agreement in which such corporation or other organization agrees to be bound hereunder by the terms
of said assignment in the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties hereto.



     13. Governing Law. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. (a)
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 SECTION 5-1401(1) OF THE GENERAL



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OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.




     (b) 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; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE
THE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON
THE BORROWER COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER SECURED OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER. 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 10 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.



     (c) 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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     14. Other Interpretive Matters. All terms defined directly or by incorporation in
this Agreement shall have the defined meanings when used in any document delivered pursuant thereto
unless otherwise defined therein. For purposes of this Agreement, unless the context otherwise
requires: (a) accounting terms not otherwise defined herein and accounting terms partly defined
herein to the extent not defined, shall have the respective meanings given to them under generally
accepted accounting principles; and unless otherwise provided, references to any month, quarter or
year refer to a fiscal month, quarter or year as determined in accordance with the GE Capital
fiscal calendar; (b) references to any amount as on deposit or outstanding on any particular date
means such amount at the close of business on such day; (c) the words "hereof,” “herein” and
"hereunder” and words of similar import refer to this Agreement as a whole and not to any
particular provision of this Agreement; (d) references to any Section, Schedule or Exhibit are
references to Sections, Schedules and Exhibits in or to this Agreement, and references to any
paragraph, subsection, clause or other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term
"including” means "including without limitation"; (f) references to any law or regulation refer to
that law or regulation as amended from time to time and include any successor law or regulation;
(g) references to any agreement refer to that agreement as from time to time amended, restated or
supplemented or as the terms of such agreement are waived or modified in accordance with its terms;
(h) references to any Person include that Person’s successors and assigns; and (i) headings are for
purposes of reference only and shall not otherwise affect the meaning or interpretation of any
provision hereof.



     15. Headings. The section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.



     16. Counterparts. This Agreement may be executed in counterparts, all of which when
so executed shall together constitute but one and the same agreement.



     17. Severability. Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



     18. Not Applicable to the Administrator in Other Capacities. Nothing in this
Agreement shall affect any obligation that the Administrator may have in any other capacity.



     19. Limitation of Liability of the Managing Member. Notwithstanding anything
contained herein to the contrary, this instrument has been countersigned by CEF Equipment Holding,
L.L.C., not in its individual capacity but solely in its capacity as the Managing Member of the
Issuer, and in no event shall CEF Equipment Holding, L.L.C., in its individual capacity, or any
beneficial owner of the Issuer have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer.



Administration Agreement




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     20. Indemnification. The Administrator shall indemnify the Issuer (and its officers,
directors, employees and agents) for, and hold them harmless against, any losses, liability or
expense, including attorneys’ fees reasonably incurred by them, incurred without negligence or bad
faith on their part, arising out of or in connection with: (i) actions taken by either of them
pursuant to instructions given by the Administrator pursuant to this Agreement or (ii) the failure
of the Administrator to perform its obligations hereunder. The indemnities contained in this
Section shall survive the termination of this Agreement and the resignation or removal of the
Administrator or the Issuer.



Administration Agreement




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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	GE EQUIPMENT MIDTICKET LLC, SERIES 2009-1	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CEF Equipment Holding, L.L.C.,

its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Accepted and agreed:




CEF EQUIPMENT HOLDING, L.L.C.,

not in its individual capacity but

solely as Managing Member under

the Issuer Limited Liability

Company Agreement



	 	 	 	 	 
	 	 	 
	 	By:  	 
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Administration Agreement





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