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Exhibit 4(d)




EXECUTION COPY




LOAN PURCHASE AND SALE AGREEMENT




Dated as of June 29, 2011



between



CEF EQUIPMENT HOLDING, L.L.C.,

as Seller




and



GE EQUIPMENT

TRANSPORTATION LLC, SERIES 2011-1,

as Purchaser



			
	 	 	 
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     This LOAN PURCHASE AND SALE AGREEMENT (“Agreement” or “Purchase and Sale
Agreement”) is entered into as of June 29, 2011, by and between CEF EQUIPMENT HOLDING, L.L.C.
(the “Seller”), a Delaware limited liability company and GE EQUIPMENT TRANSPORTATION LLC,
SERIES 2011-1, 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 PURCHASER ASSETS



     Section 2.1 Sale of Loans. (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 right, title and interest of the Seller 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 and Related Security, unless related to amounts due in
respect of the Loans on or prior to the Cut-off Date;
	 
	 	(iii)	 	the Sale Agreement;
	 
	 	(iv)	 	all other property now or hereafter in the possession or
custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller
relating to any of the foregoing;
	 
	 	(v)	 	all Loan Files and Records with respect to any of the
foregoing; and
	 
	 	(vi)	 	all proceeds of the foregoing (all such assets, collectively,
the “Purchaser Assets”).





			
	 	 	 
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Notwithstanding the foregoing, the Seller delegates to the Purchaser any remaining
obligations of the Seller under any Loan, and the Purchaser assumes such obligations.




     (b) On or before the Closing Date, the Seller shall (i) indicate in its records that
the Purchaser Assets have been sold to the Purchaser pursuant to this Agreement by so
identifying the Purchaser 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; Subordination. (a) The parties hereto intend
that the transfer, sale and assignment 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 the grant of security for a loan (the “Deemed Loan”) and not a purchase
and sale or contribution, then:




	 	(i)	 	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 Purchaser Assets, all other Related Documents
to which the Seller is a party and all proceeds thereof (collectively, the
“Deemed Collateral”). 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).





			
	 	 	 
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	 	(ii)	 	The Purchaser acknowledges and agrees that the Deemed Loan is a
non-recourse obligation of the Seller secured solely by the Deemed Collateral
and does not represent an interest in any assets (other than the Deemed
Collateral) of the Seller (including by virtue of any deficiency claim in
respect of obligations not paid or otherwise satisfied from the Deemed
Collateral and proceeds thereof). In furtherance of and not in derogation of
the foregoing, the Purchaser acknowledges and agrees that:






	 	(A)	 	The Purchaser shall not have any right, title
or interest in or to any assets (or interests therein) (other than the
Deemed Collateral) conveyed or purported to be conveyed by the Seller
to any other Person or Persons (whether by way of a sale, capital
contribution or by virtue of the granting of a lien) (“Other
Assets”); and






	 	(B)	 	the Deemed Loan constitutes a claim (as defined
in Section 101 of the Bankruptcy Code) which may be satisfied solely
from the Deemed Collateral and its proceeds (whether through ordinary
liquidation or the exercise of UCC remedies and other remedies provided
herein) and does not constitute a claim against the Seller to the
extent that the Deemed Collateral and such proceeds are insufficient to
repay the Deemed Loan (including interest thereon, whether accrued
before or after the filing of a bankruptcy petition) in full.






	 	(iii)	 	To the extent that, notwithstanding the agreements and
provisions contained in clause (ii) above, the Purchaser either (A)
asserts an interest or claim to, or benefit from, Other Assets, or (B) is
deemed to have any such interest, claim or benefit in or from Other Assets,
whether by operation of law, legal process, pursuant to applicable provisions
of insolvency laws or otherwise (including by virtue of Section 1111(b) of the
Bankruptcy Code or any successor provision having similar effect under the
Bankruptcy Code), then the Purchaser further acknowledges and agrees that any
such interest, claim or benefit in or from Other Assets is and shall be
expressly subordinated to the indefeasible payment in full of all obligations
and liabilities of the Seller other than the Deemed Loan, including, the
payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. The Purchaser further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 2.2 and the terms of this Section 2.2 may be
enforced by an action for specific performance.






     (b) The Purchaser shall not file or join in a filing of a petition with respect to any
bankruptcy reorganization, arrangement, insolvency or liquidation proceedings, or similar
proceedings under any United States Federal or State bankruptcy or similar law relating to
the Seller, or cooperate or encourage others to file such a petition.



			
	 	 	 
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     (c) The Seller hereby authorizes the Purchaser to file financing statements in respect
of the Seller covering the Purchaser Assets and the proceeds thereof.



     Section 2.3 Sale Price. On the Closing Date, the Purchaser shall, upon satisfaction
of the applicable conditions set forth in Article III, issue and exchange the Notes (the
“Purchaser Purchase Price”) as consideration for the Purchaser Assets sold and transferred
by the Seller to the Purchaser pursuant to Section 2.1 hereof.



     Section 2.4 Removal and Sale of Loans. (a) In the event that a Loan becomes a
Delinquent Loan or the Obligor thereon is subject to a bankruptcy proceeding, the Seller shall be
granted an assignable option (a “Purchase Option”) to purchase such Delinquent Loan,
subject to the terms and conditions herein, from the Purchaser at a price (the “Option
Price”) equal to the Purchase Amount. The Seller may sell, transfer, assign or otherwise
convey its Purchase Option with respect to any such Loan to any party at any time after the related
Loan becomes a Delinquent Loan or the Obligor thereon is subject to a bankruptcy proceeding. The
Seller shall notify the Purchaser of such transfer and such notice shall include the transferee’s
name, address, telephone number, facsimile number and appropriate contact person(s) and shall be
acknowledged in writing by the transferee. If not exercised earlier, the Purchase Option with
respect to any such Loan shall automatically terminate upon (i) in the case of a Delinquent Loan,
the related Obligor’s cure of all defaults on the Loan, (ii) the acquisition by, or on behalf of,
the Purchaser of the related Equipment through repossession or (iii) a repurchase of a Loan due to
the Seller’s breach of a representation with respect to such Loan. The aggregate Outstanding
Principal Balance of Loans with respect to which the Seller may exercise its Purchase Option at any
time before the Redemption Date shall not exceed 10% of the aggregate Outstanding Principal Balance
of the Loans as of the Cut-off Date.




     (b) Upon a Loan becoming a Delinquent Loan or the Obligor thereon becoming subject to a
bankruptcy proceeding, the Seller may exercise the Purchase Option by providing the
Purchaser at least five (5) days’ prior written notice thereof (the “Purchase Option
Notice”), which notice shall specify a cash exercise price at least equal to the Option
Price. The Purchase Option Notice shall be delivered in the manner specified in Section
2.4(a). The exercise of any Purchase Option pursuant to this clause (b) shall
be irrevocable.




     (c) Upon exercise of a Purchase Option, the Seller shall be required to pay the Option
Price specified in its Purchase Option Notice to the Purchaser within ten (10) Business Days
of exercising its Purchase Option. The proceeds of any sale of such Loan, after deduction
of the expenses of such sale incurred in connection therewith, shall be deposited by the
Seller no later than the day before the next Payment Date.




     (d) In the event that a Loan was originated by a business unit or equipment financing
platform that GE Capital wishes to exit, financed under a vendor program that is terminated
in the ordinary course by GE Capital, or is part of an Obligor relationship that GE Capital
elects to reduce or exit for risk exposure reasons in accordance with its credit and
collection policies, the Purchaser shall be entitled to sell such Loan purchased by it
pursuant to this Section 2.4 to a third-party for a cash price equal to the greater
of (x) the Purchase Amount and (y) the fair market value of the Loan. The proceeds of any



			
	 	 	 
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sale of such Loan and other related Purchaser Assets, after deduction of the expenses
of such sale incurred in connection therewith, shall be deposited by the Seller no later
than the day before the next Payment Date.



ARTICLE III




CONDITIONS PRECEDENT



     Section 3.1 Conditions to Sale. The 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) The Seller shall be in compliance, in all material respects, with each of its
covenants and other agreements set forth herein.




     (f) 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 Purchaser 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), (e) and (f) 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 Purchaser 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) Valid Existence; Power and Authority. The Seller (i) is a limited
liability company duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization; and (ii) has all requisite power, 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. 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 limited liability
company, 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) Power, Authorization, Enforceable Obligations. 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 action, and (ii) do not violate any provision of any law or
regulation of any Governmental Authority, or contractual or other 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 the 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 Purchaser Assets. With respect to each Loan and the other
Purchaser 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; and
(ii) immediately prior to its sale to the Purchaser, such Purchaser 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 Purchaser 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).


The representations and warranties described in this Section 4.1 shall survive the sale of
the Purchaser Assets to the Purchaser, any subsequent assignment or sale of the Purchaser 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 Purchaser 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 until the
payment in full of all the Purchaser Assets:




     (a) Records. The Seller shall at its own cost and expense, for not less than
three (3) 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, internal controls
and procedures maintained by the Seller with respect to the Purchaser 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 Purchaser 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



			
	 	 	 
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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 Purchaser
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 legal existence, rights, franchise and privileges in the
jurisdiction of its formation.




     (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 the Seller or with respect to or in connection with all or
any substantial portion of the Purchaser Assets or developments in such
Litigation in each case that the Seller believes has a reasonable risk of being
determined adversely to the Seller 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 of the Seller (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 Seller’s assets, or (C) ordering the winding-up or
liquidation of the affairs of the Seller.






     (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 Purchaser 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
until the payment in full of all the Purchaser Assets:



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




     (b) UCC Matters. The Seller shall not change its state of formation or its
name, identity or limited liability company 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.




     (c) 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, 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.




     (d) Consolidations, Mergers and Sales of Assets. The Seller shall not (i)
consolidate or merge with or into any other Person unless the Seller is the entity surviving
such merger or (ii) sell, lease or otherwise transfer all or substantially all of its assets
to any other Person.



     Section 4.4 Perfection Representations and Warranties. The parties hereto agree that
the representations, warranties and covenants set forth in Schedule 4.4 shall be a part of this
Agreement for all purposes.



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
(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 to
be originated in compliance with all 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




			
	 	 	 
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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




CLEAN-UP CALL



     Section 6.1 Clean-up Call. As of the first day of any Collection Period immediately
preceding a Payment Date as of which the Pool Balance is 10% or less of the Pool Balance as of the
Cut-off Date, the Seller shall have the option to purchase all of the Collateral, other than the
Trust Accounts. To exercise such option, the Seller shall pay to the Servicer, on behalf of the
Issuer, and the Servicer shall deposit in the Collection Account an amount equal to the aggregate
Purchase Amount for the Loans plus the appraised value of any such other property held by
the Purchaser, such value to be determined by an appraiser mutually agreed upon by the Seller and
the Purchaser, shall succeed to all interests in, to and under the Collateral, other than the Trust
Accounts.



ARTICLE VII




MISCELLANEOUS



     Section 7.1 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 7.1), (c) one (1) 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:



CEF Equipment Holding, L.L.C.

10 Riverview Drive

Danbury, Connecticut 06810

Attention: Capital Markets Operations

Telephone: (203) 749-2101

Facsimile: (203) 749-4054



If to Purchaser:



GE Equipment Transportation LLC, Series 2011-1

10 Riverview Drive

Danbury, Connecticut 06810

Attention: Capital Markets Operations

Telephone: (203) 749-2101

Facsimile: (203) 749-4054




     Section 7.2 No Waiver; Remedies. (a) Either party’s failure, at any time or times, to
require strict performance by the 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 either party contained in this Agreement, and no
breach or default by either party hereunder, shall be deemed to have been suspended or waived by
the 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 Purchaser Assets, the party discovering the same shall give prompt
written notice thereof to the other party 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 Purchaser 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 Purchaser 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 Purchaser 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



			
	 	 	 
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11









 







under any other agreement, including the other Related Documents, by operation of law
or otherwise.



     Section 7.3 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 Indenture the Purchaser will assign its rights granted
hereunder to the Indenture Trustee, and upon such assignment, the Indenture Trustee shall have, to
the extent of such assignment, all rights of the Purchaser hereunder and the Indenture Trustee 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 7.4 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 Final 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
7.2(b), the indemnification and payment provisions of Article V, and the
provisions of Sections 4.3(d), 7.3, 7.4(b) and 7.12 shall be
continuing and shall survive any termination of this Agreement.



     Section 7.5 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 7.6.



     Section 7.6 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



			
	 	 	 
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12









 





each of the parties hereto. 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.




     Section 7.7 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 LOANS 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 7.1 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.



			
	 	 	 
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     (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.



     Section 7.8 Counterparts. This Agreement may be executed in any number of separate
counterparts, each of which shall collectively and separately constitute one agreement.



     Section 7.9 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 7.10 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 7.11 No Setoff. The Seller’s obligations under this Agreement shall not 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 7.12 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 7.13 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



			
	 	 	 
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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 statement
covering the Purchaser 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
Purchaser 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
7.13, 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 7.14 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.



[Signatures Follow]




			
	 	 	 
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     IN WITNESS WHEREOF, the parties have caused this LOAN PURCHASE AND 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	 
	 
	 	GE EQUIPMENT TRANSPORTATION LLC,

SERIES 2011-1

 	 
	 	By:  	      CEF Equipment Holding, L.L.C.,
 	 
	 	 	its Managing Member 	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Name:  	Steven Day	 
	 	 	Title:  	Vice President 	 
	 



			
	 	 	 
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S-1









 






Schedule 4.1(b)




UCC INFORMATION




	 	 	 

	 
	 	 
	CEF Equipment Holding, L.L.C.
	 	 
	 
	 	 
	True Legal Name:

	 	CEF Equipment Holding, L.L.C.
	 
	 	 
	Jurisdiction of Organization:

	 	Delaware
	 
	 	 
	Executive Offices/Principal Place of
Business:

	 	10 Riverview Drive

Danbury, Connecticut 06810
	 
	 	 
	Collateral Locations:

	 	Danbury, Connecticut

El Paso, Texas

Mexico
	 
	 	 
	Trade Names:

	 	N/A
	 
	 	 
	FEIN:

	 	20-0192070
	 
	 	 
	Organizational Identification Number:

	 	N/A






			
	 	 	 
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	 	Loan Purchase and Sale Agreement






Sch.4.1(b)-1









 






Schedule 4.4




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS




     In addition to the representations, warranties and covenants contained in the Purchase and
Sale Agreement, to induce the Purchaser to enter into the Purchase and Sale Agreement, the Seller
hereby represents, warrants, and covenants to Purchaser as follows, on the Closing Date:



General




     1. The Purchase and Sale Agreement creates a valid and continuing security interest (as
defined in the applicable UCC) in the Collateral in favor of the Purchaser, which security interest
is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from
the Seller.



     2. The Loans constitute “accounts,” “general intangibles,” “instruments,” or “tangible chattel
paper,” within the meaning of the UCC as in effect in the State of New York.



     3. The Seller has taken all steps necessary to perfect its security interest in the property
securing the Loans that constitute chattel paper in favor of the Purchaser.



Creation




     4. The Seller owns and has good and marketable title to the Loans free and clear of any Lien,
claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar
governmental charges or levies incurred in the ordinary course of business that are not yet due and
payable or as to which any applicable grace period shall not have expired, or that are being
contested in good faith by proper proceedings and for which adequate reserves have been
established, but only so long as foreclosure with respect to such a lien is not imminent and the
use and value of the property to which the Lien attaches is not impaired during the pendency of
such proceeding.



Perfection




     5. The Seller has caused or will have caused, within ten (10) days after the effective date of
the Purchase and Sale Agreement, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of
the Loans from the Seller to the Purchaser, and the security interest in the Loans granted to the
Purchaser hereunder and all financing statements referred to in this paragraph contain a statement
that: “A purchase of or security interest in any collateral described in this financing statement
will violate the rights of the Purchaser.”.



     6. With respect to Loans that constitute an instrument or tangible chattel paper, either:



     (a) Such instruments or tangible chattel paper are in the possession of a custodian and the
Purchaser has received a written acknowledgment from the custodian that the custodian is



			
	 	 	 
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Sch.4.4-1









 





holding such instruments or tangible chattel paper to effect the Purchaser’s security interest
therein; or




     (b) A custodian received possession of such instruments or tangible chattel paper after the
Purchaser received a written acknowledgment from such custodian that such custodian is acting to
effect the Purchaser’s security interest therein.



Priority




     7. Other than the transfer of the Loans to the Seller under the Sale Agreement, the security
interest granted to the Purchaser pursuant to the Purchase and Sale Agreement and the security
interest granted to the Indenture Trustee pursuant to the Indenture, neither the Seller nor the
Purchaser has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of
the Loans. Neither the Seller nor the Purchaser has authorized the filing of, or is aware of any
financing statements against the Seller or the Purchaser that include a description of collateral
covering the Loans other than any financing statement relating to the security interest granted to
the Purchaser hereunder or to the Indenture Trustee under the Indenture or that has been
terminated.



     8. Survival of Perfection Representations. Notwithstanding any other provision of the
Purchase and Sale Agreement or any other Related Document, the Perfection Representations contained
in this Schedule 4.4 shall be continuing, and remain in full force and effect and shall
continue until the payment in full of all Purchaser Assets.



     10. No Waiver. The parties to the Purchase and Sale Agreement: (i) shall not, unless
the Rating Agency Condition shall have been satisfied, waive any of the Perfection Representations;
(ii) shall provide the Ratings Agencies with prompt written notice of any breach of the Perfection
Representations, and (iii) shall not, unless the Rating Agency Condition shall have been satisfied
(as determined after any adjustment or withdrawal of the ratings following notice of such breach)
waive a breach of any of the Perfection Representations.



     11. Seller to Maintain Perfection and Priority. The Seller covenants that, in order
to evidence the interests of the Seller and the Purchaser under the Purchase and Sale Agreement,
the Seller shall execute and deliver such instruments (other than effecting a Filing (as defined
below), unless such Filing is effected in accordance with this paragraph) as may be necessary or
advisable (including, without limitation, such actions as are requested by the Purchaser) to
maintain and perfect, as a first priority interest, the Purchaser’s security interest in the
Collateral. The Seller shall within the time limits established by law, prepare and present to the
Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter
provided for) the Servicer to file all financing statements, amendments, continuations, initial
financing statements in lieu of a continuation statement, terminations, partial terminations,
releases or partial releases, or any other filings necessary or advisable to continue, maintain and
perfect the Purchaser’s security interest in the Collateral as a first-priority interest (each a
“Filing”). The Seller shall present each such Filing to the Purchaser together with (x) an
Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security
interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale Agreement, (ii)
satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and
(iii) satisfies



			
	 	 	 
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Sch.4.4-2









 





the requirements for a Filing of such type under the Uniform Commercial Code in the applicable
jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing
the perfection of security interests), and (y) a form of authorization for the Seller’s signature
authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the
signature of the Seller where allowed by applicable law.




			
	 	 	 
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Sch.4.4-3









 






Schedule I




Schedule of CEF Loans




On file with Mayer Brown LLP



 
			
	 	 	 
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	 	Loan Purchase and Sale Agreement






 









 





Exhibit 4.2(f)




SEPARATE IDENTITY PROVISIONS




     The Purchaser, GE Capital 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 GE Capital or any other
Subsidiary or Affiliate of the Seller or GE Capital. 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 GE Capital), 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 or limited
liability company 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) GE Capital will issue consolidated financial statements, which include the Seller, the
Purchaser and other Subsidiaries thereof. Consequently, GE Capital’s financial statements also
will show Purchaser Assets that have been sold by the Seller to the Purchaser as assets of GE
Capital and its consolidated Subsidiaries. The Seller, GE Capital 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. None of the
Seller, GE Capital or 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 Purchaser Assets may be conducted through agents. However, any allocations of
direct, indirect or overhead expenses for items shared between the Purchaser or 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, GE Capital 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 GE
Capital or from those of any other person or entity, including any other Subsidiary or Affiliate of
the Seller or GE Capital. Except as set forth below, the Purchaser does and will maintain its own
books of



			
	 	 	 
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Exhibit 4.2(f)-1









 





account and corporate or limited liability company records separate from the Seller or GE
Capital or any other Subsidiary or Affiliate of the Seller or GE Capital. 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 GE Capital or any other Subsidiary or Affiliate of the
Seller or GE Capital except as specifically provided in the Related Documents with respect to the
temporary commingling of Collections and with respect to GE Capital’s retention, in its capacity as
Servicer of the Loans, of the books and records pertaining to the Purchaser Assets. However, GE
Capital will not generally make the books and records relating to the Purchaser 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
GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital (other than GE
Capital’s capacity as Servicer) has independent access;




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



     (h) The transactions among the Purchaser and the Seller or GE Capital, 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. Neither Seller nor GE
Capital is or will be, or holds or will hold itself out to be, responsible for the debts of the
Purchaser, except as provided in: the representations made by GE Capital (including, if applicable,
as a servicer or a sub-servicer) to the Purchaser relating to the Purchaser Assets and their prior
ownership and servicing thereof, as applicable. The Purchaser will not guaranty the debts of the
Seller or GE Capital;



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



     (j) Any other transactions between the Purchaser and the Seller or GE Capital 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 or GE Capital; and



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



* * * * * *




			
	 	 	 
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Exhibit 4.2(f)-2









 






ANNEX A




to



LOAN PURCHASE AND SALE AGREEMENT



dated as of



June 29, 2011





			
	 	 	 
	700148757 06142559
	 	Annex A to 
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DEFINITIONS AND INTERPRETATION




     SECTION 1. Definitions and Conventions. Capitalized terms used in the Purchase and
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 GE Capital, 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.



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



     “Closing Date” means June 29, 2011.



			
	 	 	 
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	 	Annex A to

Loan Purchase and Sale Agreement






 









 






     “Collateral” is defined in the Indenture.



     “Collection Account” is the account designated as such, established and owned by the
Issuer.



     “Collection Period” means, with respect to any Payment Date, the Original 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 Purchaser Asset the sum (without duplication) of (i) 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 Purchaser Asset during such Collection Period, including all amounts received on
account of such Purchaser Asset (including interest) and all other fees and charges (other than
amounts attributable to maintenance, taxes and similar charges), (ii) any Recoveries received
during the related Collection Period, (iii) any proceeds from insurance policies covering the
Equipment or the related Obligor received during the related Collection Period and (iv) Liquidation
Proceeds received during the related Collection Period.



     “Consumer Contract” is defined in the Sale Agreement.



     “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 the equipment and collections on such
types of loans.



     “Cut-off Date” is defined in the Sale Agreement.



     “Deemed Collateral” is defined in Section 2.2(a)(i) of this Agreement.



     “Deemed Loan” is defined in Section 2.2(a) of this Agreement.



     “Defaulted Loan” means a Loan with respect to which (i) the Servicer on behalf of the
Purchaser 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.



     “Delinquent Loan” means any Loan that is more than 60 days past due.



     “Eligible Loan” means as to each Purchaser Asset as of the Closing Date (unless
specifically indicated otherwise):




     (i) Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was either
originated in the United States of America by GE Capital in connection with the financing of
Equipment in the ordinary course of business of GE Capital or acquired by GE Capital in the
ordinary course of its business, and, in each case, was fully and



			
	 	 	 
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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 Purchaser Asset) in the Equipment in favor of GE
Capital that, as of the Closing Date, has been assigned by GE Capital to Seller, and by
Seller 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) Schedule of Purchaser Assets. The information set forth on Schedules
I, II, III and IV of the 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 Seller to be adverse to the interests of the Purchaser were utilized
in selecting the Purchaser Assets. The computer tape regarding the Purchaser Assets made
available to Purchaser and its assigns is true and correct in all respects.




     (iii) Compliance with Law. Each Purchaser 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 Purchaser 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 Purchaser 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 Purchaser 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 Purchaser Asset) in favor of GE Capital 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 GE Capital as
secured party.




     (vii) Purchaser Assets in Force. No Purchaser 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 Purchaser Asset in whole or in part.




     (viii) No Amendment or Waiver. As of the Cut-off Date, no provision of a
Purchaser 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 Purchaser 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 Purchaser Asset.



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




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




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




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




     (xiv) No Bankruptcies. No Obligor on any Purchaser 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 Purchaser Asset is in repossession status.




     (xvi) Instrument or Chattel Paper. Each Purchaser 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 Purchaser 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 Purchaser Assets is more than thirty
(30) days past due.




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



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



			
	 	 	 
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     “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” means General Electric Capital Corporation, a Delaware corporation or any
successors or assigns thereto.



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



			
	 	 	 
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     “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,
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 Schedule 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 equipment loan owned by the Issuer.




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



     “Loan Value” means, for any Loan that is not a Liquidated Loan or 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, taken as a whole.



     “Notes” means the notes issued under the Indenture.



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



     “Option Price” is defined in Section 2.4(a) of the Purchase and Sale
Agreement.



			
	 	 	 
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     “Original Seller” means GE Capital, in its capacity as a seller under the
Sale Agreement, and its successors and assigns.



     “Other Assets” is defined in Section 2.2(a)(ii)(A) of the Purchase and Sale
Agreement.



     “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.



     “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
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 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 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.



     “Pool Balance” means, with respect to the beginning of any fiscal month, the sum of
the aggregate Loan Values of the Loans at the opening of business on the first day of such fiscal
month.



     “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.



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



     “Purchase Option” is defined in Section 2.4(a) of the Purchase and Sale
Agreement



     “Purchase Option Notice” is defined in Section 2.4(b) of the Purchase and Sale
Agreement



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



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



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



     “Purchaser Purchase Price” is defined in Section 2.3 of the Purchase and Sale
Agreement.



     “Rating Agency” means each of Fitch and Moody’s. If any of such organizations or its
successor is no longer in existence, the Issuer shall designate a nationally recognized statistical
rating organization or other comparable Person as a substitute Rating Agency, notice of which
designation shall be given to the Indenture Trustee and the Servicer.



     “Rating Agency Condition” means, with respect to any action, that (i) Moody’s shall
have been given at least 10 Business Days’ prior notice thereof and shall have not notified the
Issuer and the Indenture Trustee that such action will result in a reduction or withdrawal of the
then current rating of any Class of the Notes and (ii) Fitch shall have been given at least ten
(10) Business Days’ prior notice thereof, delivered electronically to
notifications.abs@fitchratings.com.



     “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 any of the Seller, the Servicer, any Sub-Servicer
or the Purchaser with respect to the Loans and any other Purchaser Assets 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.



     “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



			
	 	 	 
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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 as of June 29, 2011, between GE
Capital and the Seller, as the same may be amended or supplemented from time to time.



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



     “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.



     “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” is defined in the preamble to the Purchase and Sale Agreement.



     “Servicer” means GE Capital in its capacity as Servicer under the Servicing Agreement,
or any other Person designated as a Successor Servicer thereunder.



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



     “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



			
	 	 	 
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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.



     “Trust Account” is defined in the Indenture.



     “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 Purchase and 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
Purchase and 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



			
	 	 	 
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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	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.1
	 	Definitions	 	 	1	 
	Section 1.2
	 	Rules of Construction	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II SALES OF PURCHASER ASSETS	 	 	1	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	Sale of Loans	 	 	1	 
	Section 2.2
	 	Grant of Security Interest; Subordination	 	 	2	 
	Section 2.3
	 	Sale Price	 	 	4	 
	Section 2.4
	 	Removal and Sale of Loans	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE III CONDITIONS PRECEDENT	 	 	5	 
	 
	 	 	 	 	 	 
	Section 3.1
	 	Conditions to Sale	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS	 	 	6	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Representations and Warranties of the Seller	 	 	6	 
	Section 4.2
	 	Affirmative Covenants of the Seller	 	 	7	 
	Section 4.3
	 	Negative Covenants of the Seller	 	 	9	 
	Section 4.4
	 	Perfection Representations and Warranties	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE V INDEMNIFICATION	 	 	9	 
	 
	 	 	 	 	 	 
	Section 5.1
	 	Indemnification	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE VI CLEAN-UP CALL
	 	 	10	 
	 
	 	 	 	 	 	 
	Section 6.1
	 	Clean-up Call	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE VII MISCELLANEOUS	 	 	10	 
	 
	 	 	 	 	 	 
	Section 7.1
	 	Notices	 	 	10	 
	Section 7.2
	 	No Waiver; Remedies	 	 	11	 
	Section 7.3
	 	Successors and Assigns	 	 	12	 
	Section 7.4
	 	Termination; Survival of Obligations	 	 	12	 
	Section 7.5
	 	Complete Agreement; Modification of Agreement	 	 	12	 
	Section 7.6
	 	Amendments and Waivers	 	 	13	 
	Section 7.7
	 	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	 	 	13	 
	Section 7.8
	 	Counterparts	 	 	14	 
	Section 7.9
	 	Severability	 	 	14	 
	Section 7.10
	 	Section Titles	 	 	14	 
	Section 7.11
	 	No Setoff	 	 	14	 
	Section 7.12
	 	Confidentiality	 	 	14	 
	Section 7.13
	 	Further Assurances	 	 	14	 
	Section 7.14
	 	Accounting Changes	 	 	15	 






			
	 	 	 
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-i-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Schedule 4.1(b)
	 	UCC Information	 	 	 	 
	Schedule 4.4
	 	Perfection Representations, Warranties and Covenants	 	 	 	 
	Schedule I
	 	Schedule of CEF Loans	 	 	 	 
	Exhibit 4.2(f)
	 	Separate Identity Provisions	 	 	 	 
	Annex A
	 	Definitions and Interpretation	 	 	 	 






			
	 	 	 
	700148757 06142559
	 	Loan Purchase and Sale Agreement







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