exv4wxcy






Exhibit 4C




EXECUTION COPY




LOAN SALE AGREEMENT




June 29, 2011,



between



GENERAL ELECTRIC CAPITAL CORPORATION,

as Seller



and



CEF EQUIPMENT HOLDING, L.L.C.,

as Purchaser



			
	 	 	 
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     This LOAN SALE AGREEMENT (“Agreement” or “Sale Agreement”) is entered
into as of June 29, 2011 by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (the “Seller”) and CEF EQUIPMENT HOLDING, L.L.C., a Delaware limited liability
company (the “Purchaser”).



     In consideration of the premises and the mutual covenants hereinafter contained, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:



ARTICLE I




DEFINITIONS AND INTERPRETATION



     Section 1.1 Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in Section 1 of Annex A to this Agreement.



     Section 1.2 Rules of Construction. For purposes of this Agreement, the rules of
construction set forth in Section 2 of Annex A shall govern. All Annexes, Exhibits
and Schedules hereto, are incorporated herein by reference and, taken together with this Agreement,
shall constitute but a single agreement.



ARTICLE II




SALES OF CEF ASSETS



     Section 2.1 Sale of CEF Assets. (a) Subject to the terms and conditions hereof the
Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse (subject to the obligations herein) all of the Seller’s right, title and interest of in
(without duplication):




	 	(i)	 	the Loans and all obligations of the Obligors thereunder,
excluding amounts received thereunder prior to or on the Cut-off Date;
	 
	 	(ii)	 	all Related Security and any Collections and additional monies
received under the Loans, unless related to amounts due in respect of the Loans
on or before the Cut-off Date;
	 
	 	(iii)	 	all other property now or hereafter in the possession or
custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the
Seller relating to any of the foregoing;
	 
	 	(iv)	 	all Loan Files and Records with respect to any of the
foregoing; and
	 
	 	(v)	 	all proceeds of the foregoing (all such assets, collectively,
the “CEF Assets”).






     (b) On or before the Closing Date, the Seller shall (i) indicate in its records that
the CEF Assets have been sold to the Purchaser pursuant to this Agreement by so



			
	 	 	 
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identifying such CEF Assets with an appropriate notation and (ii) deliver to the
Purchaser or its designee the following documents (collectively, the “Loan Files”):




	 	(i)	 	the original fully executed copy of the Loan;
	 
	 	(ii)	 	a record or facsimile of the original credit application, if
obtained, fully executed by the Obligor;
	 
	 	(iii)	 	the original certificate of title or file stamped copy of the
UCC financing statement or such other documents evidencing the security
interest of the Purchaser in the Equipment; and
	 
	 	(iv)	 	any and all other material documents relating to a Loan, an
Obligor or any of the Equipment.





     Section 2.2 Grant of Security Interest. The parties hereto intend that the sale
pursuant to Section 2.1 hereof shall constitute a purchase and sale and not a loan.
Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of
competent jurisdiction determines that the sale provided for herein constitutes a loan and not a
purchase and sale, then the parties hereto intend that this Agreement shall constitute a security
agreement under applicable law and that the Seller shall be deemed to have granted, and the Seller
hereby grants, to the Purchaser a first priority lien and security interest in and to all of the
Seller’s right, title and interest in, to and under the CEF Assets sold and transferred by the
Seller on the Closing Date. The possession by the Purchaser of notes and such other goods, money,
documents, chattel paper or certificated securities shall be deemed to be “possession by or
delivery to the secured party” for purposes of perfecting the security interest pursuant to the UCC
in force in the relevant jurisdiction (including, without limitation, Section 9-313(c)(1) thereof).
Notifications to persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts
or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of
perfecting such security interest under applicable law (except that nothing in this sentence shall
cause any Person to be deemed to be an agent of the Purchaser for any purpose other than for
perfection of such security interest unless, and then only to the extent, expressly appointed and
authorized by the Purchaser in writing).



     Section 2.3 Sale Price. (a) As consideration for the sale of the CEF Assets pursuant
to Section 2.1 hereof, the Purchaser shall pay to the Seller on the Closing Date, the CEF
Cash Purchase Price for the CEF Assets sold and transferred by the Seller to the Purchaser on the
Closing Date. The CEF Cash Purchase Price for the sale of CEF Assets shall be an amount equal to
the fair market value thereof as agreed upon by the Purchaser and the Seller prior to such sale.




     (b) The CEF Cash Purchase Price for the CEF Assets sold by the Seller under this
Agreement shall be payable in full in cash by the Purchaser on the Closing Date. On the
Closing Date, the Purchaser shall, upon satisfaction of the applicable conditions set forth
in Article III, make available to the Seller the CEF Cash Purchase Price in same day
funds.



			
	 	 	 
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ARTICLE III




CONDITIONS PRECEDENT



     Section 3.1 Conditions to Sale. Each sale hereunder shall be subject to satisfaction
of each of the following conditions precedent (any one or more of which, except clause (e)
below, may be waived in writing by the Purchaser) as of the Closing Date:




     (a) This Agreement or counterparts hereof shall have been duly executed by, and
delivered to, the Seller and the Purchaser, and the Purchaser shall have received such
documents, instruments, agreements and legal opinions as the Purchaser shall reasonably
request in connection with the transactions contemplated by this Agreement, each in form and
substance reasonably satisfactory to the Purchaser.




     (b) The Purchaser shall have received satisfactory evidence that the Seller has
obtained all required consents and approvals of all Persons, including all requisite
Governmental Authorities, to the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby.




     (c) The Seller shall be in compliance in all material respects with all applicable
foreign, federal, state and local laws and regulations, including those specifically
referenced in Section 4.2(c), except to the extent that the failure to so comply,
individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.




     (d) The representations and warranties of the Seller contained herein or in any other
Related Document shall be true and correct in all material respects (or, to the extent any
such representation or warranty is qualified by a materiality standard, such representation
or warranty shall be true and correct) as of the Closing Date, both before and after giving
effect to such sale, except to the extent that any such representation or warranty expressly
relates to an earlier date and except for changes therein expressly permitted by this
Agreement.




     (e) At the time of such sale, the Purchaser shall have sufficient funds on hand to pay
the CEF Cash Purchase Price.




     (f) The Seller shall be in compliance, in all material respects, with each of its
covenants and other agreements set forth herein.




     (g) The Seller shall have taken such other action, including delivery of approvals,
consents, opinions, documents and instruments to the Purchaser as the Purchaser may
reasonably request.


The consummation by the Seller of the sale of CEF Assets on the Closing Date shall be deemed to
constitute, as of the Closing Date, a representation and warranty by the Seller that the conditions
in clauses (d), (f) and (g) of this Section 3.1 have been
satisfied.




			
	 	 	 
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ARTICLE IV




REPRESENTATIONS, WARRANTIES AND COVENANTS



     Section 4.1 Representations and Warranties of the Seller. To induce the Purchaser to
purchase the CEF Assets, the Seller makes the following representations and warranties to the
Purchaser, as of the Closing Date, each and all of which shall survive the execution and delivery
of this Agreement.




     (a) Corporate Existence; Power and Authority. The Seller (i) is a corporation
duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization; and (ii) has all requisite power and authority and licenses to conduct its
business, to own its properties and to execute, deliver and perform its obligations under
this Agreement.




     (b) UCC Information. The true legal name of the Seller as registered in the
jurisdiction of its organization, and the current location of the Seller’s jurisdiction of
organization are set forth in Schedule 4.1(b) and such location has not changed
within the past twelve (12) months with respect to the Seller. During the prior five (5)
years, except as set forth in Schedule 4.1(b), the Seller has not been known as or
used any corporate, fictitious or trade name. In addition, Schedule 4.1(b) lists
the Seller’s (i) federal employer identification number and (ii) organizational
identification number as designated by the jurisdiction of its organization.




     (c) Authorization, Compliance with Law. The execution, delivery and
performance by the Seller of this Agreement and the other Related Documents and the creation
and perfection of all Liens and ownership interests provided for herein: (i) have been duly
authorized by all necessary corporate action, and (ii) do not violate any provision of any
law or regulation of any Governmental Authority, or contractual or corporate restrictions,
binding on the Seller, except where such violations, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.




     (d) Enforceability. On or prior to the Closing Date, each of the Related
Documents to which a Seller is a party shall have been duly executed and delivered by the
Seller and each such Related Document shall then constitute a legal, valid and binding
obligation of the Seller, enforceable against it in accordance with its terms, subject as to
enforcement to bankruptcy, receivership, conservatorship, insolvency, reorganization,
moratorium and other similar laws of general applicability relating to or affecting
creditors’ rights and to general principles of equity.




     (e) Solvency. The Seller is Solvent.




     (f) Use of Proceeds. No proceeds received by the Seller under this Agreement
will be used by it for any purpose that violates Regulation U of the Federal Reserve Board.



			
	 	 	 
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     (g) Investment Company Act. The Seller is not an “investment company” or
“controlled by” an “investment company,” as such terms are defined in the Investment Company
Act.




     (h) Loans and Other CEF Assets. With respect to each Loan and the other CEF
Assets sold by the Seller on the Closing Date, the Seller represents and warrants that (i)
such Loan satisfies the criteria for an Eligible Loan as of the Cut-Off Date; (ii)
immediately prior to sale to the Purchaser, such CEF Assets were owned by the Seller free
and clear of any Adverse Claim, and the Seller has had at all relevant times the full right,
power and authority to sell, contribute, assign, transfer and pledge its interest therein as
contemplated under this Agreement and, upon such sale, the Purchaser will acquire valid and
properly perfected title to, and the sole record and beneficial ownership interest in, such
CEF Assets, free and clear of any Adverse Claim or restrictions on transferability, and the
Liens granted to the Purchaser by the Seller pursuant to Section 2.2 will at all
times be fully perfected first priority Liens in and to such Loans and, in addition,
following such sale, such Loan will not be subject to any Adverse Claim as a result of any
action or inaction on the part of the Seller (or any predecessor in interest); and (iii) if
such Loan is cross-collateralized with a loan that is not a CEF Asset conveyed hereunder, as
of the Closing Date, either (x) the repossession or exercise of other rights with respect to
the related Equipment by the holder of such loan would not materially impair the security
intended to be afforded for such Loan and result in a material adverse effect on the holders
of the Notes or (y) the holder of such loan and the Purchaser or its assigns as holder of
the Loan have entered into an intercreditor arrangement under which each holder has agreed
to subordinate its respective lien and rights of enforcement against the Equipment financed
by the other holder or its predecessor in interest.


The representations and warranties described in this Section 4.1 shall survive the sale of
the CEF Assets to the Purchaser, any subsequent assignment or sale of the CEF Assets by the
Purchaser, and the termination of this Agreement and the other Related Documents and shall continue
until the payment in full of all CEF Assets.




     Section 4.2 Affirmative Covenants of the Seller. The Seller covenants and agrees
that, unless otherwise consented to by the Purchaser, from and after the Closing Date and until the
payment in full of all CEF Assets:




     (a) Records. The Seller shall at its own cost and expense, for not less than
three years from the date on which each Loan was originated, or for such longer period as
may be required by law, maintain adequate Records with respect to such Loan, including
records of all payments received, credits granted and merchandise returned with respect
thereto.




     (b) Access. At any reasonable time, and from time to time at the Purchaser’s
reasonable request, and upon at least seven (7) days prior notice to the Seller, the Seller
shall permit the Purchaser (or such Person as the Purchaser may designate), at the expense
of the Purchaser (or such Person as the Purchaser may designate), to conduct audits or visit
and inspect any of the properties of the Seller to examine the records,



			
	 	 	 
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internal controls and procedures maintained by the Seller with respect to the CEF Assets and take
copies and extracts therefrom, and to discuss the Seller’s affairs with its
officers, employees and, upon notice to the Seller, independent accountants. The Seller
shall authorize such officers, employees and independent accountants to discuss with the
Purchaser (or such Person as the Purchaser may designate) the affairs of the Seller as such
affairs relate to the CEF Assets. Any audit provided for herein shall be conducted in
accordance with the Seller’s rules respecting safety and security on its premises and
without materially disrupting operations. If an Event of Default shall have occurred and be
continuing, the Seller shall provide such access at all times and without advance notice and
shall provide the Purchaser (or such Person as the Purchaser may designate) with access to
its suppliers and customers.




     (c) Compliance With Agreements and Applicable Laws. The Seller shall comply
with all federal, state and local laws and regulations applicable to it and the CEF Assets,
including those relating to truth in lending, fair credit billing, fair credit reporting,
equal credit opportunity, fair debt collection practices, privacy, licensing and taxation,
except to the extent that the failure to so comply, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.




     (d) Maintenance of Existence and Conduct of Business. The Seller shall
preserve and maintain its corporate existence, rights, franchise and privileges in the
jurisdiction of its incorporation; provided, that (i) the Seller may change its
jurisdiction of organization upon thirty (30) days’ notice to the Purchaser, and upon taking
all actions necessary to maintain the perfected ownership interest of the Purchaser in the
Purchased Assets and (ii) the Seller may merge or consolidate with, or convey substantially
all of its assets to, any Person, so long as such Person assumes the Seller’s obligations
under this Agreement, either contractually or by operation of law.




     (e) Notice of Material Event. The Seller shall promptly inform the Purchaser in
writing of the occurrence of any of the following, in each case setting forth the details
thereof and what action, if any, the Seller proposes to take with respect thereto:




	 	(i)	 	any Litigation commenced, or to the knowledge of the Seller,
threatened against it or with respect to or in connection with all or any
substantial portion of the CEF Assets or developments in such Litigation in
each case that the Seller believes has a reasonable risk of being determined
adversely to it and that could, if determined adversely, have a Material
Adverse Effect on the Seller or the Purchaser; or
	 
	 	(ii)	 	the commencement of a case or proceeding by or against the
Seller seeking a decree or order in respect to it (A) under the Bankruptcy Code
or any other applicable federal, state or foreign bankruptcy or other similar
law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for the Seller or for any substantial part
of the Seller’s assets, or (C) ordering the winding-up or liquidation of the
affairs of the Seller.





			
	 	 	 
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     (f) Separate Identity. The Seller shall, to the extent applicable to it, act
in a manner that is consistent with the statements set forth in Exhibit 4.2(f).




     (g) Deposit of Collections. The Seller shall transfer and cause its
Subsidiaries to transfer to the Purchaser or the Servicer on its behalf, promptly, and in
any event no later than the second (2nd) Business Day after receipt thereof, all
Collections it may receive in respect of CEF Assets.



     Section 4.3 Negative Covenants of the Seller. The Seller covenants and agrees that,
without the prior written consent of the Purchaser, from and after the Closing Date and until the
payment in full of all CEF Assets:




     (a) Adverse Claims. The Seller shall not create, incur, assume or permit to
exist any Adverse Claim on or with respect to any CEF Assets.




     (b) Modifications of Loans. The Seller shall not extend, amend, forgive,
discharge, compromise, cancel, waive or otherwise modify the terms or conditions of any Loan
except (i) as permitted under the Servicing Agreement and, (ii) to the extent that such
extension, amendment, forgiveness, discharge, compromise, cancellation, waiver or
modification, does not affect the Purchaser’s ownership interest in such Loan and does not
negatively impact the ultimate collectability of such Loan.




     (c) UCC Matters. The Seller shall not change its state of organization or
incorporation or its name, identity or corporate structure such that any financing statement
filed to perfect the Purchaser’s interests under this Agreement would become seriously
misleading, unless the Seller shall have given the Purchaser not less than thirty (30) days’
prior written notice of such change.




     (d) No Proceedings. From the Closing Date and until the date one (1) year plus
one (1) day following the date on which all amounts due with respect to the Notes have been
paid in full in cash, the Seller shall not, directly or indirectly, institute or cause to be
instituted against the Purchaser any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceeding under any federal or state bankruptcy or similar
law; provided that the foregoing shall not in any way limit the Seller’s right to
pursue any other creditor rights or remedies that the Seller may have under applicable law.



ARTICLE V




INDEMNIFICATION



     Section 5.1 Indemnification. Without limiting any other rights that the Purchaser or
any of its Stockholders, officers, directors, employees, attorneys, agents or representatives or
assigns (each, a “Purchaser Indemnified Person”) may have hereunder or under applicable
law, the Seller hereby agrees to indemnify and hold harmless each Purchaser Indemnified Person from
and against any and all Indemnified Amounts that may be claimed or asserted against or incurred by
any such Purchaser Indemnified Person to the extent arising from or related to the failure of a
Loan sold and transferred by the Seller to be originated in compliance with all



			
	 	 	 
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requirements of law; provided, that the Seller shall not be liable for any
indemnification to a Purchaser Indemnified Person to the extent that any such Indemnified Amounts
result from (a) such Purchaser Indemnified Person’s bad faith, gross negligence or willful
misconduct, (b) recourse for uncollectible Loans, or (c) any income tax or franchise tax incurred
by any Purchaser Indemnified Person, except to the extent that the incurrence of any such tax
results from a breach of or default by the Seller under this Agreement.



NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY
SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT
MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER.




ARTICLE VI




MISCELLANEOUS



     Section 6.1 Notices. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other communication
shall or may be given to or served upon any of the parties by any other parties, or whenever any of
the parties desires to give or serve upon any other parties any communication with respect to this
Agreement, each such notice, demand, request, consent, approval, declaration or other communication
shall be in writing and shall be deemed to have been validly served, given or delivered (a) upon
the earlier of actual receipt and three (3) Business Days after deposit in the United States mail,
registered or certified mail, return receipt requested, with proper postage prepaid, (b) upon
transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or
facsimile promptly confirmed by delivery of a copy by personal delivery or United States mail as
otherwise provided in this Section 6.1), (c) one Business Day after deposit with a
reputable overnight courier with all charges prepaid or (d) when delivered, if hand-delivered by
messenger, all of which shall be addressed to the party to be notified and sent to the address or
facsimile number set forth below or to such other address (or facsimile number) as may be
substituted by notice given as herein provided. The giving of any notice required hereunder may be
waived in writing by the party entitled to receive such notice. Failure or delay in delivering
copies of any notice, demand, request, consent, approval, declaration or other communication to any
Person (other than the Purchaser) designated in any written communication provided hereunder to
receive copies shall in no way adversely affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication. Notwithstanding the foregoing, whenever it
is provided herein that a notice is to be given to any other party hereto by a specific time, such
notice shall be effective only if actually received by such party prior to such time, and if such
notice is received after such time or on a day other than a Business Day, such notice shall be
effective only on the immediately succeeding Business Day.



			
	 	 	 
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     If to Seller:


General Electric Capital Corporation

201 Merritt 7

Norwalk, Connecticut 06851

Attention: General Counsel

Telephone: (203) 229-5000

Facsimile: (203) 956-4296




     If to Purchaser:


CEF Equipment Holding, L.L.C.

10 Riverview Drive

Danbury, CT 06810

Attention: Capital Markets Operations

Telephone: (203) 749-2101

Facsimile: (203) 749-4054




     Section 6.2 No Waiver; Remedies. (a) Any party’s failure, at any time or times, to
require strict performance by any other party hereto of any provision of this Agreement shall not
waive, affect or diminish any right of such party thereafter to demand strict compliance and
performance herewith. Any suspension or waiver of any breach or default hereunder shall not
suspend, waive or affect any other breach or default whether the same is prior or subsequent
thereto and whether of the same or a different type. None of the undertakings, agreements,
warranties, covenants and representations of any party contained in this Agreement, and no breach
or default by any party hereunder, shall be deemed to have been suspended or waived by any other
party hereto unless such waiver or suspension is by an instrument in writing signed by an officer
of or other duly authorized signatory of such party and directed to the defaulting party specifying
such suspension or waiver.




     (b) Upon discovery by the Seller or the Purchaser of any breach of any representation,
warranty, undertaking or covenant made by such party and described in Sections 4.1,
4.2 or 4.3, which breach is reasonably likely to have a Material Adverse
Effect on the applicable CEF Assets, the party discovering the same shall give prompt
written notice thereof to the other parties hereto. As liquidated damages, the Purchaser
shall, on the Transfer Date relating to the Collection Period during which the breach is
discovered, request the Seller to, and the Seller shall pay to, or at the direction of, the
Purchaser the Purchase Amount for the applicable CEF Assets (measured at the end of the
Collection Period during which such breach is discovered). Upon such payment, all rights,
title and interest of the Purchaser in and to such CEF Assets will be deemed to be
automatically released without the necessity of any further action by the Purchaser, the
Seller or any other party and such CEF Assets will become the property of the Seller.




     (c) Each party’s rights and remedies under this Agreement shall be cumulative and
nonexclusive of any other rights and remedies that such party may have under any other
agreement, including the other Related Documents, by operation of law or otherwise.



			
	 	 	 
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     Section 6.3 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the Seller and the Purchaser and their respective successors and permitted
assigns, except as otherwise provided herein. The Seller may not assign, transfer, hypothecate or
otherwise convey its rights, benefits, obligations or duties hereunder without the prior express
written consent of the Purchaser. Any such purported assignment, transfer, hypothecation or other
conveyance by the Seller without the prior express written consent of the Purchaser shall be void.
The Seller acknowledges that under the Purchase and Sale Agreement the Purchaser will assign its
rights granted hereunder to the Issuer, and upon such assignment, the Issuer shall have, to the
extent of such assignment, all rights of the Purchaser hereunder and the Issuer may in turn
transfer such rights. The terms and provisions of this Agreement are for the purpose of defining
the relative rights and obligations of the Seller and the Purchaser with respect to the
transactions contemplated hereby and no Person shall be a third-party beneficiary of any of the
terms and provisions of this Agreement.



     Section 6.4 Termination; Survival of Obligations. (a) This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with its terms, and shall
remain in full force and effect until the earlier of (i) the Class C Maturity Date or (ii) the
Redemption Date.




     (b) Except as otherwise expressly provided herein or in any other Related Document, no
termination or cancellation (regardless of cause or procedure) of any commitment made by the
Purchaser under this Agreement shall in any way affect or impair the obligations, duties and
liabilities of the Seller or the rights of the Purchaser relating to any unpaid portion of
any and all recourse and indemnity obligations of the Seller to the Purchaser, due or not
due, liquidated, contingent or unliquidated or any transaction or event occurring prior to
such termination, or any transaction or event, the performance of which is required after
the Final Maturity Date. Except as otherwise expressly provided herein or in any other
Related Document, all undertakings, agreements, covenants, warranties and representations of
or binding upon the Seller, and all rights of the Purchaser hereunder shall not terminate or
expire, but rather shall survive any such termination or cancellation and shall continue in
full force and effect until the earlier of (i) the Final Maturity Date or (ii) the
Redemption Date; provided, that the rights and remedies pursuant to Section
6.2(b), the indemnification and payment provisions of Article V, and the
provisions of Sections 4.3(c), 6.3, 6.4(b) and 6.12 shall be
continuing and shall survive any termination of this Agreement.



     Section 6.5 Complete Agreement; Modification of Agreement. This Agreement constitutes
the complete agreement between the parties with respect to the subject matter hereof, supersedes
all prior agreements and understandings relating to the subject matter hereof and thereof, and may
not be modified, altered or amended except as set forth in Section 6.6.



     Section 6.6 Amendments and Waivers. No amendment, modification, termination or waiver
of any provision of this Agreement, or any consent to any departure therefrom by any party hereto,
shall in any event be effective unless the same shall be in writing and signed by each of the
parties hereto and their respective permitted successors and assigns. No consent or demand in any
case shall, in itself, entitle any party to any other consent or further notice or demand in
similar or other circumstances.



			
	 	 	 
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     Section 6.7 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 (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
THEREOF EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATION LAW) 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
PURCHASER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE CEF ASSETS OR ANY SECURITY FOR THE OBLIGATIONS OF THE SELLER ARISING
HEREUNDER OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE PURCHASER. 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
6.1 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S
ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.




     (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND



			
	 	 	 
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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.



     Section 6.8 Counterparts. This Agreement may be executed in any number of separate
counterparts, each of which shall collectively and separately constitute one agreement.



     Section 6.9 Severability. Wherever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this Agreement.



     Section 6.10 Section Titles. The section titles and table of contents contained in
this Agreement are provided for ease of reference only and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the parties hereto.



     Section 6.11 No Setoff. None of the Seller’s obligations under this Agreement shall
be affected by any right of setoff, counterclaim, recoupment, defense or other right the Seller
might have against the Purchaser, all of which rights are hereby expressly waived by the Seller.



     Section 6.12 Confidentiality. Notwithstanding anything herein to the contrary, there
is no restriction (express or implied) on any disclosure or dissemination of the structure or tax
aspects of the transaction contemplated by the Related Documents. Furthermore, each party hereto
acknowledges that it has no proprietary rights to any tax matter or tax idea contemplated hereby or
to any element of the transaction structure contemplated hereby.



     Section 6.13 Further Assurances. (a) The Seller shall, at its sole cost and expense,
upon request of the Purchaser, promptly and duly authorize, execute and/or deliver, as applicable,
any and all further instruments and documents and take such further actions that may be necessary
or desirable or that the Purchaser may request to carry out more effectively the provisions and
purposes of this Agreement or to obtain the full benefits of this Agreement and of the rights and
powers herein granted, including authorizing the filing of any financing or continuation statements
under the UCC with respect to the ownership interests or Liens granted hereunder. The Seller
hereby authorizes the Purchaser to file any such financing or continuation statements without the
signature of the Seller to the extent permitted by applicable law. A carbon, photographic or other
reproduction of this Agreement or of any notice or financing



			
	 	 	 
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statement covering the CEF Assets or any part thereof shall be sufficient as a notice or
financing statement where permitted by law. If any amount payable under or in connection with any
of the CEF Assets is or shall become evidenced by any instrument, such instrument, other than
checks and notes received in the ordinary course of business, shall be duly endorsed in a manner
satisfactory to the Purchaser immediately upon the Seller’s receipt thereof and promptly delivered
to or at the direction of the Purchaser.




     (b) If the Seller fails to perform any agreement or obligation under this Section
6.13, the Purchaser may (but shall not be required to) itself perform, or cause performance of,
such agreement or obligation, and the reasonable expenses of the Purchaser incurred in connection
therewith shall be payable by the Seller upon demand of the Purchaser.



     Section 6.14 Accounting Changes. If any Accounting Changes occur and such changes
result in a change in the standards or terms used herein, then the parties hereto agree to enter
into negotiations in order to amend such provisions so as to equitably reflect such Accounting
Changes with the desired result that the criteria for evaluating the financial condition of such
Persons and their Subsidiaries shall be the same after such Accounting Changes as if such
Accounting Changes had not been made. If the parties hereto agree upon the required amendments to
this Agreement, then after appropriate amendments have been executed and the underlying Accounting
Change with respect thereto has been implemented, any reference to GAAP contained herein shall,
only to the extent of such Accounting Change, refer to GAAP consistently applied after giving
effect to the implementation of such Accounting Change. If such parties cannot agree upon the
required amendments within 30 days following the date of implementation of any Accounting Change,
then all financial statements delivered and all standards and terms used herein shall be prepared,
delivered and used without regard to the underlying Accounting Change.



     Section 6.15 Limitation on Payments. Notwithstanding any provision contained herein
to the contrary, if the Purchaser has not received funds which may be used to make payments
hereunder as contemplated by the Related Documents, the Purchaser shall not be obligated to make
any payments hereunder and any amounts which the Purchaser does not so pay hereunder shall not
constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or limited liability
company obligation of the Purchaser for, any such amounts not paid, in each case, unless and until
the Purchaser has received funds to make such payments as contemplated by the Related Documents.



			
	 	 	 
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     IN WITNESS WHEREOF, the parties have caused this LOAN SALE AGREEMENT to be executed by their
respective duly authorized representatives, as of the date first above written.



	 	 	 	 	 
	 	CEF EQUIPMENT HOLDING, L.L.C.

 	 
	 	By:  	/s/	 
	 	 	Name:  	Steven Day	 
	 	 	Title:  	Vice President	 
	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as Seller

 	 
	 	By:  	/s/	 
	 	 	Name:  	Thomas A. Davidson	 
	 	 	Title:  	Attorney-In-Fact	 
	 



			
	 	 	 
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S-1









 






Schedule 4.1(b)




UCC INFORMATION




	 	 	 	 	 

	General Electric Capital Corporation
	 	 	 	 
	 
	 	 	 	 
	True Legal Name:

	 	General Electric Capital Corporation

	 
	 	 	 	 
	Jurisdiction of Organization:

	 	Delaware

	 
	 	 	 	 
	Executive Offices/Principal Place of
Business:

	 	201 Merritt 7

Norwalk, Connecticut 06851

	 
	 	 	 	 
	Collateral Locations:

	 	Danbury, Connecticut

El Paso, Texas

Billings, Montana

Mexico

	 
	 	 	 	 
	Trade Names:

	 	GE Capital

	 
	 	 	 	 
	FEIN:

	 	13-1500700	 	 
	 
	 	 	 	 
	Organizational Identification Number:

	 	3174543	 	 






			
	 	 	 
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Sch.4.1(b)-1









 






Schedule I




Schedule of Loans




On file with Mayer Brown LLP



			
	 	 	 
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Exhibit 4.2(f)




SEPARATE IDENTITY PROVISIONS




     The Purchaser and the Seller have and will continue (in each case, to the extent within its
control) to maintain the Purchaser’s separate existence and identity and have and will continue to
take all steps necessary to make it apparent to third parties that the Purchaser is an entity with
assets and liabilities distinct from those of the Seller or any other Subsidiary or Affiliate of
the Seller. In addition to the foregoing, such steps and indicia of the Purchaser’s separate
identity include the following:



     (a) The Purchaser does and will maintain its own stationery and other business forms separate
from those of any other Person (including the Seller), and will conduct business in its own name
except that certain Persons may act on behalf of the Purchaser as agents;



     (b) The Purchaser maintains and will maintain separate office space of its own as part of its
operations, although such space is in a building shared with GE Capital. The corporate records,
the other books and records, and the other assets of the Purchaser are and will be segregated from
the property of the Seller;



     (c) The Seller and the Purchaser will take certain actions to disclose publicly the
Purchaser’s separate existence and the transactions contemplated hereby, including through the
filing of the UCC Financing Statements. Neither the Seller nor the Purchaser has concealed or will
conceal from any interested party any transfers contemplated by the Related Documents;



     (d) The Purchaser will not have its own employees, and, as indicated, the Purchaser’s business
relating to the CEF Assets may be conducted through agents. However, any allocations of direct,
indirect or overhead expenses for items shared between the Purchaser and GE Capital that are not
included as part of the Servicing Fee are and will be made among such entities to the extent
practical on the basis of actual use or value of services rendered and otherwise on a basis
reasonably related to actual use or the value of services rendered;



     (e) Except as provided in paragraph (d) above regarding the allocation of certain
shared overhead items, the Purchaser does and will pay its own operating expenses and liabilities
from its own funds, except GE Capital did and will pay all expenses of the Purchaser incurred in
connection with the transactions entered into pursuant to the Related Documents, including those
related to the Purchaser’s organization;



     (f) Each of the Seller and the Purchaser does and will maintain its assets and liabilities in
such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the
Purchaser’s individual assets and liabilities from those of the Seller or from those of any other
Person or entity, including any other Subsidiary or Affiliate of the Seller. Except as set forth
below, the Purchaser does and will maintain its own books of account and corporate records separate
from the Seller or any other Subsidiary or Affiliate of the Seller. Monetary transactions,
including those with each other, are and will continue to be properly reflected in their respective
financial records. The Purchaser does not and will not commingle or pool its funds or other assets
or liabilities with those of the Seller or any other Subsidiary or Affiliate of the Seller except
as specifically provided in the Related Documents with respect to the temporary



			
	 	 	 
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Exhibit 4.2(f)-1









 





commingling of Collections and with respect to, if applicable, any such Person’s retention, in
their capacity as agent or Custodian for the Purchaser, of the books and records pertaining to the
CEF Assets. However, any such agent or Custodian will not generally make the books and records
relating to the CEF Assets available to any of creditors or other interested persons of the
Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other
depository accounts to which the Seller or any other Subsidiary or Affiliate of the Seller (other
than in their capacity as agent for the Purchaser, if applicable) has independent access;




     (g) The Purchaser will strictly observe corporate or limited liability company formalities,
and the Seller will strictly observe corporate formalities with respect to its dealings with the
Purchaser. Specifically, no transfer of assets between the Seller, on the one hand, and the
Purchaser, on the other, will be made without adherence to corporate formalities;



     (h) The transactions between the Purchaser and the Seller, including the terms governing any
servicer advances and the amount and payment of the servicing fee, are on terms and conditions that
are consistent with those of arm’s-length relationships. The Seller is not, nor will be, nor holds
or will hold itself out to be, responsible for the debts of the Purchaser, except as provided in
the representations and warranties made by the Seller (including, if applicable, as a servicer or a
sub-servicer) to the Purchaser relating to the CEF Assets and their prior ownership and servicing
thereof. The Purchaser will not guaranty the debts of the Seller;



     (i) All distributions made by the Purchaser to GE Capital as its sole member shall be in
accordance with applicable law;



     (j) Any other transactions between the Purchaser and the Seller permitted by (although not
expressly provided for in) the Related Documents have been and will be fair and equitable to each
of the parties, have been and will be the type of transaction that would be entered into by a
prudent Person or entity, and have been and will be on terms that are at least as favorable as may
be obtained from a third party Person;



     (k) The Purchaser is not named, and has not entered into any agreement to be named, directly
or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering
the assets of the Seller; and



     (l) On balance, the Purchaser has been and will be held out to the public as a separate entity
apart from the Seller.



* * * * * *




			
	 	 	 
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Exhibit 4.2(f)-2









 






ANNEX A




to



LOAN SALE AGREEMENT



dated as of



June 29, 2011



			
	 	 	 
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DEFINITIONS AND INTERPRETATION




     SECTION 1. Definitions and Conventions. Capitalized terms used in the Sale Agreement
shall have (unless otherwise provided elsewhere therein) the following respective meanings:



     “Accounting Changes” means, with respect to any Person, an adoption of GAAP different
from such principles previously used for reporting purposes by such Person as defined in the
Accounting Principles Board Opinion Number 20.



     “Administration Agreement” means the Administration Agreement, dated as of June 29,
2011, between the Administrator and the Issuer.



     “Administrator” means General Electric Capital Corporation, a Delaware corporation, in
its capacity as Administrator under the Administration Agreement, or any other Person designated as
a successor administrator.



     “Adverse Claim” means any claim of ownership or any Lien, other than any ownership
interest or Lien created under the Sale Agreement or the Purchase and Sale Agreement, any Lien
created under the Indenture or any Permitted Encumbrances.



     “Affiliate” means, with respect to any Person, (a) each Person that, directly or
indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary,
five percent (5%) or more of the Stock having ordinary voting power in the election of directors of
such Person, (b) each Person that controls, is controlled by, or is under common control with such
Person, or (c) each of such Person’s officers, directors, joint venturers and partners. For the
purposes of this definition, “control” of a Person means the possession, directly or indirectly, of
the power to direct or cause the direction of its management or policies, whether through the
ownership of voting securities, by contract or otherwise.



     “Annual Percentage Rate” or “APR” of a Loan means, the interest rate or annual
rate of finance charges stated in or, if not explicitly stated, the implicit finance charges used
by the Servicer to determine periodic payments with respect to the related Loan.



     “Appendices” means, with respect to any Related Document, all exhibits, schedules,
annexes and other attachments thereto, or expressly identified thereto.



     “Bankruptcy Code” means the provisions of Title 11 of the United States Code, 11
U.S.C. §§ 101 et seq. as amended from time to time.



     “Business Day” means any day that is not a Saturday, a 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.



     “CEF Assets” is defined in Section 2.1(a) of the Sale Agreement.



			
	 	 	 
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     “CEF Cash Purchase Price” means, with respect to the sale of CEF Assets sold and
transferred by the Seller on the Closing Date, the portion of the sale price therefor determined by
the Seller and the Purchaser pursuant to Section 2.3(a) of the Sale Agreement to be paid in
cash.



     “CEF Limited Liability Company Agreement” means the Second Amended and Restated
Limited Liability Company Agreement of the Purchaser dated as of September 25, 2003, as the same
may be amended and supplemented from time to time.



     “Closing Date” means June 29, 2011.



     “Collection Period” means, for the Seller and with respect to any Payment Date, the
Seller’s fiscal month preceding the month in which the Payment Date occurs (or, if for the first
Payment Date, the period from and including the day after the Cut-off Date to and including the
last day of the fiscal month preceding the fiscal month in which the first Payment Date occurs).



     “Collections” means, for any CEF Asset, the sum (without duplication) of (A) all
amounts, whether in the form of cash, checks, drafts, or other instruments, received during the
related Collection Period in payment or prepayment of, or applied to, any amount owed by an Obligor
on account of such CEF Asset during the related Collection Period, including all amounts received
on account of such CEF Asset (including interest) and all other fees and charges (other than
amounts attributable to insurance charges, maintenance, taxes and similar charges), (B) any
Recoveries received during the related Collection Period, (C) any proceeds from insurance policies
covering the Equipment or the related Obligor received during the related Collection Period and (D)
Liquidation Proceeds received during the related Collection Period.



     “Consumer Contract” means a contract entered into by an Obligor in connection with a
transaction in which the Obligor incurs the related indebtedness primarily for personal, family, or
household purposes.



     “Credit and Collection Policies” or “Credit and Collection Policy” means the
policies, practices and procedures adopted by the Issuer on the Closing Date including the policies
and procedures for determining the creditworthiness of Obligors and the extension of credit to
Obligors, or relating to the maintenance of loans secured by equipment and collections on such
types of loans.



     “Cut-off Date” means May 7, 2011.



     “Defaulted Loan” means a Loan with respect to which (i) the Servicer on behalf of the Issuer has repossessed
the Equipment securing such Loan and which is not a Liquidated Loan or
(ii) any portion of the Loan value is deemed uncollectible in accordance with the Credit and Collection Policy



     “Dollars” or “$” means lawful currency of the United States of America.



     “Eligible Loan” means as to each CEF Asset as of the Closing Date:




     (i) Characteristics of CEF Assets. Each CEF Asset: (A) was originated in the
United States of America by GE Capital in connection with the financing or lease of
Equipment in the ordinary course of business of GE Capital and was fully and properly
executed by the parties thereto, (B) has created a valid, subsisting and enforceable first
priority security interest (except to the extent the Equipment secures any loan that is
cross-collateralized with such CEF Asset) in the Equipment in favor of GE Capital that,



			
	 	 	 
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as of the Closing Date, has been assigned by GE Capital to Purchaser, and (C) contains
customary and enforceable provisions such that the rights and remedies of the holder thereof
are adequate for realization against the collateral of the benefits of the security.




     (ii) Schedules of CEF Assets. The information set forth on Schedule I,
Schedule II , Schedule III and Schedule IV of the Loan Sale
Agreement is true and correct in all material respects as of the opening of business on the
Cut-off Date and no selection procedures believed by the Seller to be adverse to the
interests of the Purchaser were utilized in selecting the CEF Assets. The computer tape
regarding the CEF Assets made available to Purchaser and its assigns is true and correct in
all material respects.




     (iii) Compliance with Law. Each CEF Asset and the sale of the related
Equipment complied in all material respects at the time it was originated or made and at the
execution of this Agreement with all requirements of applicable Federal, State and local
laws and regulations thereunder.




     (iv) Binding Obligation. Each CEF Asset represents the genuine, legal, valid
and binding payment obligation in writing of the Obligor, enforceable by the holder thereof
in accordance with its terms.




     (v) No Government Obligor. None of the CEF Assets is due from the United
States of America or any State or from any agency, department or instrumentality of the
United States of America or any State.




     (vi) Security Interest in the Equipment. Immediately prior to the sale,
assignment and transfer thereof, each CEF Asset shall be secured by a validly perfected
first priority security interest (as defined in Section 1-201(37) of the UCC) in the
Equipment (except to the extent the Equipment secures any loan that is cross-collateralized
with such CEF Asset) in favor of the Seller as secured party or all necessary and
appropriate actions have been commenced that would result in the valid perfection of a first
priority security interest in the Equipment in favor of the Seller as secured party.




     (vii) CEF Assets in Force. No CEF Asset, as of the Cut-off Date, has been
satisfied, subordinated or rescinded, nor has any Equipment been released from the Lien
granted to secure the related CEF Asset in whole or in part.




     (viii) No Amendment or Waiver. No provision of a CEF Asset, as of the Cut-off
Date, has been waived, altered or modified in any respect, except pursuant to a document,
instrument or writing included in the Loan Files and no such amendment, waiver, alteration
or modification causes such CEF Asset not to be an Eligible Loan.




     (ix) No Defenses. No right of rescission, setoff, counterclaim or defense has
been asserted or threatened or exists with respect to any CEF Asset.




     (x) Lawful Assignment. As of the Cut-off Date, no CEF Asset has been
originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer
and assignment of such CEF Asset or any CEF Asset under the Loan Sale Agreement would be
unlawful.



			
	 	 	 
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     (xi) All Filings Made. All filings (including UCC filings) necessary in any
jurisdiction to give Purchaser a first priority perfected ownership interest in the CEF
Asset have been made (except to the extent the Equipment secures any loan that is
cross-collateralized with such CEF Asset).




     (xii) One Original. There is only one original executed copy of each CEF
Asset.




     (xiii) Insurance. The Obligor on each CEF Asset is required to maintain
physical damage insurance covering the Equipment in accordance with GE Capital’s normal
requirements.




     (xiv) No Bankruptcies. No Obligor on any CEF Asset as of the Cut-off Date was
noted in the related Loan File as being the subject of a bankruptcy proceeding.




     (xv) No Repossessions. As of the Cut-Off Date, none of the Equipment securing
any CEF Asset is in repossession status.




     (xvi) Instrument or Chattel Paper. Each CEF Asset constitutes an “instrument”
or “chattel paper” as defined in the UCC of each State the law of which governs the
perfection of the interest granted in it and/or the priority of such perfected interest.




     (xvii) U.S. Obligors. None of the CEF Assets is denominated and payable in
any currency other than United States Dollars or is due from any Person that does not have a
mailing address in the United States of America.




     (xviii) No Delinquent Loan. None of the CEF Assets is more than thirty (30)
days past due.




     (xix) No Consumer Contract. None of the CEF Assets constitutes a Consumer
Contract.



     “Equipment” means primarily any transportation equipment, together with all accessions
thereto securing an Obligor’s indebtedness under such Obligor’s Loan.



     “Event of Default” is defined in Section 5.1 of the Indenture.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System.



     “Final Maturity Date” is defined in the Indenture.



     “GAAP” means generally accepted accounting principles in the United States of America
as in effect on the Closing Date, modified by Accounting Changes as GAAP is further defined in
Section 2(a) of this Annex A.



     “GE Capital” is defined in the preamble of the Sale Agreement.



     “Governmental Authority” means any nation or government, any state, county, city,
town, district, board, bureau, office, commission, any other municipality or other political



			
	 	 	 
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subdivision thereof (including any educational facility, utility or other Person operated
thereby), and any agency, department or other entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.




     “Indemnified Amounts” means, with respect to any Person, any and all suits, actions,
proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’
fees and disbursements and other costs of investigation or defense, including those incurred upon
any appeal).



     “Indenture” means the Indenture, dated June 29, 2011, between the Issuer and the
Indenture Trustee, as the same may be amended and supplemented from time to time.



     “Indenture Trustee” means Citibank, N.A., not in its individual capacity but solely as
Indenture Trustee under the Indenture, or any successor Indenture Trustee under the Indenture.



     “Intercreditor Agreement” means the Intercreditor Agreement, dated as of June 29,
2011, between the Issuer and GE Capital, as may be amended or supplemented from time to time.



     “Investment Company Act” means the provisions of the Investment Company Act of 1940,
15 U.S.C. §§ 80a et seq., and any regulations promulgated thereunder.



     “Issuer” means GE Equipment Transportation LLC, Series 2011-1, a Delaware limited
liability company, until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision contained in the Indenture and required by the Trust Indenture Act of
1939, each other obligor on the Notes.



     “Issuer Limited Liability Company Agreement” means the Limited Liability Company
Agreement of the Issuer, dated as of June 29, 2011, among the Managing Member and the Issuer, as
the same may be amended or supplemented from time to time.



     “Lien” means a security interest (as such term is defined in Section 1-201 of Article
1 of the UCC), lien, charge, pledge, equity or encumbrance of any kind, other than tax liens,
mechanics’ liens and any liens that attach to the related Loan by operation of law as a result of
any act or omission by the related Obligor.



     “Liquidated Loan” means any Loan (i) liquidated through the sale or other disposition
of all or a portion of the related Equipment or (ii) that has been charged off in its entirety in
accordance with the Credit and Collection Policy without realizing upon the Equipment.



     “Liquidation Proceeds” means, with respect to any Liquidated Loan, the amounts
collected in respect thereof from whatever source during the Collection Period in which it became a
Liquidated Loan, net of the sum of any amounts expended in connection with such liquidation and any
amounts required by law to be remitted to the Obligor on such Liquidated Loan or any creditor of
such Obligor to the extent required by applicable law or agreement.



     “Litigation” means, with respect to any Person, any action, claim, lawsuit, demand,
investigation or proceeding pending or threatened against such Person before any court, board,



			
	 	 	 
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commission, agency or instrumentality of any federal, state, local or foreign government or of
any agency or subdivision thereof or before any arbitrator or panel of arbitrators.




     “Loan” means any loan included in Schedules of Loans and any agreement (including any
invoice) pursuant to, or under which, an Obligor shall be obligated to make payments with respect
to any Loan.



     “Loan Files” is defined in Section 2.1 of the Sale Agreement.



     “Loan Value” means for any Loan that is not a Liquidated Loan or a Defaulted Loan on
any day (including the Cut-off Date) (A) with respect to Precomputed Loans, (i) the present value
of the future Scheduled Payments discounted monthly at its APR plus (ii) the principal amount of
any past due payments, and (B) with respect to Simple Interest Loans, the balance reflected on the
Servicer’s records. Liquidated Loans shall be deemed to have a Loan Value of zero and Defaulted
Loans shall be deemed to have a Loan Value equal to the outstanding Loan Value at the time it
became a Defaulted Loan less the amount written off as uncollectible in accordance with the Credit
and Collection Policy.



     “Managing Member” means CEF Equipment Holding, L.L.C., a Delaware limited liability
company or any successor Managing Member under the Issuer Limited Liability Company Agreement.



     “Material Adverse Effect” means, with respect to any Person, a material adverse effect
on (a) the business, assets, liabilities, operations, prospects or financial or other condition of
such Person, (b) the ability of such Person to perform any of its obligations under the Related
Documents in accordance with the terms thereof, (c) the validity or enforceability of any Related
Document or the rights and remedies of such Person under any Related Document or (d) the Loans, as
applicable, therefor, any interest related thereto or the ownership interests or Liens of such
Person thereon or the priority of such interests or Liens in each case which affects the Loans, any
interest related thereto or the ownership interests or Liens of such Person thereon or the priority
of such interests or Liens taken as a whole.



     “Notes” means the notes issued under the Indenture.



     “Obligor” means, as to each Loan, any Person who owes payments under the Loan.



     “Payment Date” means, with respect to each Collection Period, the 20th day
of the calendar month following the end of that Collection Period, or, if such day is not a
Business Day, the next Business Day, commencing on July 20, 2011. Each Payment Date relates to the
last Collection Period ending prior to such Payment Date.



     “Permitted Encumbrances” means the following encumbrances: (a) Liens for taxes or
assessments or other governmental charges not yet due and payable; (b) pledges or deposits securing
obligations under workmen’s compensation, unemployment insurance, social security or public
liability laws or similar legislation; (c) pledges or deposits securing bids, tenders, contracts
(other than contracts for the payment of money) or leases to which the Seller or any Affiliate
thereof is a party as lessee made in the ordinary course of business; (d) deposits securing
statutory obligations of the Seller or any Affiliate thereof; (e) inchoate and unperfected



			
	 	 	 
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workers’, mechanics’, suppliers’ or similar Liens arising in the ordinary course of business;
(f) carriers’, warehousemen’s or other similar possessory Liens arising in the ordinary course of
business and securing liabilities in an outstanding aggregate amount not in excess of $100,000 at
any one time; (g) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings
to which the Seller or any Affiliate thereof is a party; (h) any attachment or judgment Lien not
constituting an Event of Default; (i) presently existing or hereinafter created Liens in favor of
the Purchaser, the Issuer or the Indenture Trustee; and (j) presently existing or hereinafter
created Liens on personal property or Equipment which are subordinate to or pari
passu with the Liens in favor of the Purchaser, the Issuer or the Indenture Trustee.




     “Person” means any individual, sole proprietorship, partnership, joint venture,
unincorporated organization, trust, association, corporation (including a business trust), limited
liability company, institution, public benefit corporation, joint stock company, or government or
any agency or political subdivision thereof, or any other entity of whatever nature.



     “Precomputed Loan” means any Loan under which the portion of a payment allocable to
earned interest (which may be referred to in the related Loan as an add-on finance charge) and the
portion allocable to principal are determined according to the sum of periodic balances, the sum of
monthly payments or any equivalent method or are monthly actuarial loans.



     “Purchase Amount” means, as of the close of business on the last day of a Collection
Period, an amount equal to the Loan Value of the applicable Loan, as of the first day of the
immediately following Collection Period (or, with respect to any applicable Loan that is a
Liquidated Loan or Defaulted Loan, as of the day immediately prior to such Loan becoming a
Liquidated Loan or Defaulted Loan less any Liquidation Proceeds actually received by the Issuer)
plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to the APR
for such Loan.



     “Purchase and Sale Agreement” means the Loan Purchase and Sale Agreement dated as of
June 29, 2011, by and between the Transferor and the Issuer as the same may be amended from time to
time.



     “Purchaser” is defined in the preamble to the Sale Agreement.



     “Purchaser Indemnified Person” is defined in Section 5.1 of the Sale
Agreement.



     “Records” means all notes, security agreements and other documents, books, records and
other information (including computer programs, tapes, disks, data processing software and related
property and rights) prepared and maintained by the Seller, the Servicer, any Sub-Servicer or the
Issuer with respect to the Loans, the other CEF Assets, the Related Security and the Obligors
thereunder.



     “Recoveries” means, with respect to any Liquidated Loan, monies collected in respect
thereof, from whatever source (other than from the sale or other disposition of the Equipment), in
any Collection Period after the Loan Value of such Loan became zero.



     “Redemption Date” is defined in the Indenture.



			
	 	 	 
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     “Related Documents” means the Sale Agreement, the Purchase and Sale Agreement, the
Servicing Agreement, the Intercreditor Agreement, the Issuer Limited Liability Company Agreement,
the CEF Limited Liability Company Agreement, the Administration Agreement, the Indenture, and all
other agreements, instruments, and documents and including all other pledges, powers of attorney,
consents, assignments, contracts, notices, and all other written matter whether heretofore, now or
hereafter executed by or on behalf of any Person, or any employee of any Person, and delivered in
connection with any of the foregoing. Any reference in the foregoing documents to a Related
Document shall include all Appendices thereto, and all amendments, restatements, supplements or
other modifications thereto, and shall refer to such Related Document as the same may be in effect
at any and all times such reference becomes operative.



     “Related Security” means with respect to any Loan: (a) any interest (including
security interests), if any, in the related Equipment; (b) all guarantees, insurance or other
agreements or arrangements of any kind from time to time supporting or securing payment of such
Loan (including rights (if any) to receive proceeds on insurance policies covering the Obligors);
and (c) all Records relating to such Loan.



     “Sale Agreement” means the Loan Sale Agreement, dated June 29, 2011, between GE
Capital and the Purchaser, as the same may be amended or supplemented from time to time.



     “Scheduled Payment” on a Loan means that portion of the payment required to be made by
the Obligor during any Collection Period sufficient to amortize the principal balance under (x) in
the case of a Precomputed Loan, the actuarial method or (y) in the case of a Simple Interest Loan,
the simple interest method, in each case, over the term of the Loan and to provide interest at the
APR.



     “Schedules
of Loans” means the schedule of Loans attached as Schedule I to the
Sale Agreement (which may be in the form of microfiche, floppy disk, CD-ROM or other electronic
medium).



     “Securities Act” means the provisions of the Securities Act of 1933, 15 U.S.C.
Sections 77a et seq., and any regulations promulgated thereunder.



     “Securities Exchange Act” means the provisions of the Securities Exchange Act of 1934,
15 U.S.C. Sections 78a et seq., and any regulations promulgated thereunder.



     “Seller” means GE Capital, in its capacity as a seller hereunder, and its
successors and assigns.



     “Servicer” means General Electric Capital Corporation in its capacity as Servicer
under the Servicing Agreement, or any other Person designated as a Successor Servicer under such
agreement.



     “Servicing Agreement” means the Servicing Agreement dated as of June 29, 2011, by and
between the Issuer and the Servicer, as the same may be amended or supplemented from time to time.



			
	 	 	 
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     “Servicing Fee” is defined in the Servicing Agreement.



     “Simple Interest Loan” means any Loan under which the portion of a payment allocable
to interest and the portion allocable to principal is determined by allocating a fixed level
payment between principal and interest, such that such payment is allocated first to the accrued
and unpaid interest at the Annual Percentage Rate for such Loan on the unpaid principal balance and
the remainder of such payment is allocable to principal.



     “Solvent” means, with respect to any Person on a particular date, that on such date
(a) the fair value of the property of such Person is greater than the total amount of liabilities,
including contingent liabilities, of such Person; (b) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured; (c) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay
as such debts and liabilities mature; and (d) such Person is not engaged in a business or
transaction, and is not about to engage in a business or transaction, for which such Person’s
property would constitute an unreasonably small capital. The amount of contingent liabilities (such
as Litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount
that, in light of all the facts and circumstances existing at the time, represents the amount that
can reasonably be expected to become an actual or matured liability.



     “Stock” means all shares, options, warrants, membership interests in a limited
liability company, general or limited partnership interests or other equivalents (regardless of how
designated) of or in a corporation, partnership or equivalent entity whether voting or nonvoting,
including common stock, preferred stock or any other “equity security” (as such term is defined in
Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange
Commission under the Securities Exchange Act).



     “Stockholder” means, with respect to any Person, each holder of Stock of such Person.



     “Sub-Servicer” means any Person with whom the Servicer enters into a Sub-Servicing
Agreement.



     “Sub-Servicing Agreement” means any written contract entered into between a Servicer
and any Sub-Servicer pursuant to and in accordance with the Servicing Agreement.



     “Subsidiary” means, with respect to any Person, any corporation or other entity (a) of
which securities or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other Persons performing similar functions are at the time directly or
indirectly owned by such Person or (b) that is directly or indirectly controlled by such Person
within the meaning of control under Section 15 of the Securities Act.



     “Successor Servicer” is defined in Section 6.2 of the Servicing Agreement.



     “Transfer Date” is defined in the Indenture.



     “Transferor” means CEF Equipment Holding, L.L.C. a Delaware limited liability company,
as seller under the Purchase and Sale Agreement.



			
	 	 	 
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     “UCC” means, unless the context otherwise requires, the Uniform Commercial Code as in
effect in the relevant jurisdiction, as amended from time to time.



     SECTION 2. Other Interpretive Matters. All terms defined directly or by incorporation
in the Sale Agreement shall have the defined meanings when used in any certificate or other
document delivered pursuant thereto unless otherwise defined therein. For purposes of the Sale
Agreement (including in this Annex A) and all related certificates and other documents,
unless the context otherwise requires: (a) accounting terms not otherwise defined in such
Agreement, and accounting terms partly defined in such Agreement 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 GE Capital’s fiscal calendar; (b) terms defined in
Article 9 of the UCC and not otherwise defined in such Agreement are used as defined in that
Article; (c) references to any amount as on deposit or outstanding on any particular date means
such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder”
and words of similar import refer to such Agreement (or the certificate or other document in which
they are used) as a whole and not to any particular provision of such Agreement (or such
certificate or document); (e) references to any Section, Schedule or Exhibit are references to
Sections, Schedules and Exhibits in or to such Agreement (or the certificate or other document in
which the reference is made), 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; (f) the term “including” means “including without
limitation”; (g) 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; (h) 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; (i) references to any Person
include that Person’s successors and assigns; and (j) headings are for purposes of reference only
and shall not otherwise affect the meaning or interpretation of any provision hereof.



			
	 	 	 
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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS AND INTERPRETATION	 	 	 	 
	Section 1.1

	 	Definitions
	 	 	1	 
	Section 1.2

	 	Rules of Construction
	 	 	1	 
	ARTICLE II SALES OF CEF ASSETS	 	 	 	 
	Section 2.1

	 	Sale of CEF Assets
	 	 	1	 
	Section 2.2

	 	Grant of Security Interest
	 	 	2	 
	Section 2.3

	 	Sale Price
	 	 	2	 
	ARTICLE III CONDITIONS PRECEDENT	 	 	 	 
	Section 3.1

	 	Conditions to Sale
	 	 	3	 
	ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS	 	 	 	 
	Section 4.1

	 	Representations and Warranties of the Seller
	 	 	4	 
	Section 4.2

	 	Affirmative Covenants of the Seller
	 	 	5	 
	Section 4.3

	 	Negative Covenants of the Seller
	 	 	7	 
	ARTICLE V INDEMNIFICATION	 	 	 	 
	Section 5.1

	 	Indemnification
	 	 	7	 
	ARTICLE VI MISCELLANEOUS	 	 	 	 
	Section 6.1

	 	Notices
	 	 	8	 
	Section 6.2

	 	No Waiver; Remedies
	 	 	9	 
	Section 6.3

	 	Successors and Assigns
	 	 	10	 
	Section 6.4

	 	Termination; Survival of Obligations
	 	 	10	 
	Section 6.5

	 	Complete Agreement; Modification of Agreement
	 	 	10	 
	Section 6.6

	 	Amendments and Waivers
	 	 	10	 
	Section 6.7

	 	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial
	 	 	11	 
	Section 6.8

	 	Counterparts
	 	 	12	 
	Section 6.9

	 	Severability
	 	 	12	 
	Section 6.10

	 	Section Titles
	 	 	12	 
	Section 6.11

	 	No Setoff
	 	 	12	 
	Section 6.12

	 	Confidentiality
	 	 	12	 
	Section 6.13

	 	Further Assurances
	 	 	12	 
	Section 6.14

	 	Accounting Changes
	 	 	13	 
	Section 6.15

	 	Limitation on Payments
	 	 	13	 






			
	 	 	 
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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 
	Schedule 4.1(b)

	 	UCC Information	 	 
	Schedule I

	 	Schedule of GECC Loans	 	 
	Exhibit 4.2(f)

	 	Separate Identity Provisions	 	 
	Annex A:

	 	Definitions and Interpretation	 	 






			
	 	 	 
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