exv4wxey






Exhibit 4 (e)




EXECUTION COPY




 

 






SERVICING AGREEMENT




Dated as of June 29, 2011



by and between



GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1

as the Issuer



and



GENERAL ELECTRIC CAPITAL CORPORATION,



as the Servicer



 

 








			
	 	 	 
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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS AND INTERPRETATION	 	 	 	 
	Section 1.1.

	 	Definitions
	 	 	1	 
	Section 1.2.

	 	Other Interpretive Matters
	 	 	1	 
	ARTICLE II APPOINTMENT OF THE SERVICER; CERTAIN DUTIES AND RESPONSIBILITIES OF THE
SERVICER	 	 	 	 
	Section 2.1.

	 	Appointment of the Servicer
	 	 	1	 
	Section 2.2.

	 	Duties and Responsibilities of the Servicer
	 	 	1	 
	Section 2.3.

	 	Unrelated Amounts
	 	 	2	 
	Section 2.4.

	 	Authorization of the Servicer
	 	 	2	 
	Section 2.5.

	 	Servicing Fee and Servicing Advance
	 	 	3	 
	Section 2.6.

	 	Covenants of the Servicer
	 	 	3	 
	Section 2.7.

	 	Servicer’s Certificate
	 	 	3	 
	Section 2.8.

	 	Annual Statement as to Compliance; Notice of Default
	 	 	4	 
	Section 2.9.

	 	Annual Reports on Assessment of Compliance with Servicing Criteria
	 	 	4	 
	Section 2.10.

	 	Appointment of Subservicer
	 	 	4	 
	Section 2.11.

	 	Maintenance of Security Interests in Loans
	 	 	5	 
	Section 2.12.

	 	Accounts
	 	 	5	 
	Section 2.13.

	 	Reserve Account
	 	 	5	 
	Section 2.14.

	 	Disbursement from the Collection Account
	 	 	5	 
	Section 2.15.

	 	Limitation on Liability of the Servicer and Others
	 	 	6	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	 	 	 
	Section 3.1.

	 	Representations and Warranties of the Servicer
	 	 	6	 
	ARTICLE IV ADDITIONAL COVENANTS	 	 	 	 
	Section 4.1.

	 	Covenants of the Servicer Regarding the Loans
	 	 	7	 
	ARTICLE V EVENTS OF SERVICER TERMINATION	 	 	 	 
	Section 5.1.

	 	Default
	 	 	8	 
	ARTICLE VI SUCCESSOR SERVICER	 	 	 	 
	Section 6.1.

	 	Resignation of the Servicer
	 	 	9	 
	Section 6.2.

	 	Appointment of the Successor Servicer
	 	 	9	 
	Section 6.3.

	 	Duties of the Servicer
	 	 	9	 






			
	 	 	 
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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 6.4.

	 	Effect of Termination or Resignation
	 	 	10	 
	ARTICLE VII INDEMNIFICATION	 	 	 	 
	Section 7.1.

	 	Indemnities by the Servicer
	 	 	10	 
	Section 7.2.

	 	Limitation of Damages; Indemnified Persons
	 	 	10	 
	ARTICLE VIII MISCELLANEOUS	 	 	 	 
	Section 8.1.

	 	Notices
	 	 	11	 
	Section 8.2.

	 	Binding Effect; Assignability
	 	 	12	 
	Section 8.3.

	 	Termination; Survival of Obligations Upon Final Maturity Date or
Redemption Date 	 	 	12	 
	Section 8.4.

	 	No Proceedings
	 	 	13	 
	Section 8.5.

	 	Complete Agreement; Modification of Agreement
	 	 	13	 
	Section 8.6.

	 	Amendments and Waivers
	 	 	13	 
	Section 8.7.

	 	No Waiver; Remedies
	 	 	13	 
	Section 8.8.

	 	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial
	 	 	13	 
	Section 8.9.

	 	Counterparts
	 	 	15	 
	Section 8.10.

	 	Severability
	 	 	15	 
	Section 8.11.

	 	Section Titles
	 	 	15	 
	Section 8.12.

	 	Limited Recourse
	 	 	15	 
	Section 8.13.

	 	Further Assurances
	 	 	15	 
	Section 8.14.

	 	Pledge of Assets
	 	 	16	 
	Section 8.15.

	 	Waiver of Setoff
	 	 	16	 
	Annex A Definitions and Interpretation	 	 	 	 






			
	 	 	 
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     This SERVICING AGREEMENT, dated as of June 29, 2011 (this “Agreement” or
“Servicing Agreement”), by and between GE EQUIPMENT TRANSPORTATION LLC, SERIES 2011-1, a
limited liability company organized under the laws of the State of Delaware (the “Issuer”),
and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), in its capacity as the servicer
hereunder (the “Servicer”).



     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. Other Interpretive Matters. For purposes of this Agreement, the other
interpretive matters set forth in Section 2 of Annex A shall govern. All exhibits,
schedules, and other attachments hereto, or expressly identified hereto are incorporated herein by
reference and, taken together with this Agreement, shall constitute but a single agreement.



ARTICLE II




APPOINTMENT OF THE SERVICER; CERTAIN DUTIES

AND RESPONSIBILITIES OF THE SERVICER.



     Section 2.1. Appointment of the Servicer. The Issuer hereby appoints the Servicer as
its agent to service the Loans and enforce its rights and interests in and under the Loans and to
serve in such capacity until the termination of its responsibilities pursuant to Sections
5.1 or 6.1. In connection therewith, the Servicer hereby accepts such appointment and
agrees to perform the duties and obligations set forth herein. The Servicer may, upon giving prior
written notice to the Issuer, delegate any duties to any Person, or subcontract with a
Sub-Servicer, for the collection, servicing or administration of the Loans; provided, that
(a) the Servicer shall remain liable for the performance of the duties and obligations of any
delegate or any Sub-Servicer pursuant to the terms hereof and (b) any Sub-Servicing Agreement that
may be entered into and any other transactions or services relating to the Loans involving a
Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and the Issuer
shall not be deemed party thereto and shall have no obligations, duties or liabilities with respect
to such Sub-Servicer.



     Section 2.2. Duties and Responsibilities of the Servicer. Subject to the provisions
of this Agreement, the Servicer shall conduct the servicing, administration and collection of the
Loans and shall take, or cause to be taken, all actions that (a) may be necessary or advisable to
service, administer and collect the Loans from time to time, (b) the Servicer would take if the
Loans were



			
	 	 	 
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owned by the Servicer, and (c) are consistent with the Credit and Collection Policies.
The Servicer shall also perform on behalf of, and as directed by, the Issuer all of the
Issuer’s obligations under the Indenture other than any obligations to pay money and any
obligations to be performed by the Administrator under the Administration Agreement.




     Section 2.3. Unrelated Amounts. If the Servicer determines that amounts which are not
property of the Issuer (the “Unrelated Amounts”) have been deposited in the Collection
Account, then the Servicer shall provide written evidence thereof to the Issuer no later than the
first Business Day following the day on which the Servicer had actual knowledge thereof. Upon
receipt of any such notice, the Servicer shall withdraw the Unrelated Amounts from the Collection
Account, and the same shall not be treated as Available Amounts on Loans and shall not be subject
to the provisions of Section 2.12.



     Section 2.4. Authorization of the Servicer. The Servicer is hereby authorized to take
any and all reasonable steps necessary or desirable and consistent with the ownership of the Loans
by the Issuer and pledge of the Loans to the Indenture Trustee under the Indenture, in the
determination of the Servicer, to (a) collect all amounts due under the Loans, including endorsing
its name on checks and other instruments representing Available Amounts on the Loans, executing and
delivering any and all instruments of satisfaction or cancellation or of partial or full release or
discharge and all other comparable instruments with respect to the Loans, and consistent with its
normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its
discretion, and (b) after the Loans become delinquent and to the extent permitted under and in
compliance with applicable law and regulations, (i) commence proceedings with respect to the
enforcement of payment of the Loans, (ii) adjust, settle or compromise any payments due thereunder
and (iii) initiate proceedings against any Collateral securing the obligations due under the Loans,
in each case, consistent with the Credit and Collection Policies; provided, that, with
respect to clause (a) and (b) above, the Servicer shall not agree to any modification of the APR on
any Loan or of the amount of any Scheduled Payment on a Loan if such modification has a Material
Adverse Effect on the Noteholders; and provided, further, that in no event will
such modification be permitted to extend the final payment date beyond the Final Maturity Date.



     If the Servicer shall commence a legal proceeding to enforce a Loan, the Issuer (in the case
of a Loan other than a Purchased Loan) shall thereupon be deemed to have automatically assigned,
solely for the purpose of collection, such Loan to the Servicer. If in any enforcement suit or
legal proceeding it shall be held that the Servicer may not enforce a Loan on the ground that it
shall not be a real party in interest or a holder entitled to enforce such Loan, the Managing
Member shall take steps to enforce such Loan, including bringing suit in its name.



     The Issuer shall furnish (or cause to be furnished) the Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder, and the Issuer shall assist the Servicer to the fullest extent to
enable the Servicer to collect the Loans and otherwise discharge its duties hereunder. In no event
shall the Servicer be entitled to make the Issuer a party to any litigation without the Issuer’s
express prior written consent.



			
	 	 	 
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     Section 2.5. Servicing Fee and Servicing Advance. (a) As compensation for its
servicing activities and as reimbursement for its reasonable expenses in connection therewith, the
Servicer shall be entitled to receive the Servicing Fee for each Collection Period. The Servicer
shall be required to pay for all expenses incurred by it in connection with its activities
hereunder (including any payments to accountants, counsel or any other Person) and shall not be
entitled to any payment therefor other than the Servicing Fee. The Servicer shall also be entitled
to reimbursement for any outstanding Servicing Advance owing to the Servicer with respect to all
preceding Collection Periods.




     (b) The Servicer may, but shall have no obligation to, make a Servicing Advance in the
manner and to the extent provided herein, but only to the extent the Servicer, in its sole
discretion, expects to be reimbursed for such Servicing Advance. If the Servicer elects to
make a Servicing Advance, prior to the close of business on each Determination Date, the
Servicer will determine the amount of the Servicing Advance that it has elected to make on
the related Transfer Date. The Servicer shall include information as to such determination
in the Servicer’s Certificate furnished by it in accordance with Section 2.7 and
shall be obligated to transfer to the Collection Account on or before 11:00 a.m. (New York
City time) on the related Transfer Date in next day funds the amounts applicable to such
determinations appearing in such Servicer’s Certificate. All Servicing Advances shall be
reimbursable to the Servicer, without interest, when a payment relating to a Loan with
respect to which a Servicing Advance has previously been made is subsequently received.
Upon the determination by the Servicer that reimbursement from the preceding source is
unlikely or nonrecoverable, it will be entitled to recover unreimbursed Servicing Advances
from Available Amounts on or in respect of other Loans.



     Section 2.6. Covenants of the Servicer. The Servicer covenants and agrees that from
and after the Closing Date and until the earlier of the Final Maturity Date or Redemption Date, as
applicable:




     (a) Ownership of Loans. The Servicer shall identify the Loans clearly and
unambiguously in its Servicing Records to reflect that the Loans are owned by the Issuer and
have been pledged to the Indenture Trustee under the Indenture.




     (b) Compliance with Credit and Collection Policies; Law. The Servicer shall
comply in all material respects with the Credit and Collection Policies with respect to the
Loans and in all material respects with applicable law with respect to the Loans, unless, in
either case, such failure to comply would not be reasonably expected to cause a Material
Adverse Effect on the Servicer or the Issuer.



     Section 2.7. Servicer’s Certificate. On each Determination Date the Servicer shall
deliver to the Issuer, with a copy to the Indenture Trustee, the Seller and the Rating Agencies, a
Servicer’s Certificate containing all information necessary to make the distributions pursuant to
Section 2.14 and the deposits to the Collection Account pursuant to Section 2.12
and the deposits to, or withdrawals from, the Reserve Account pursuant to Section 2.13, for the
Collection Period preceding the date of such Servicer’s Certificate. Loans to be repurchased by the
Seller shall be



			
	 	 	 
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identified by the Servicer by account number with respect to such Loan (as specified in the
Schedule of Loans delivered on the Closing Date).




     Section 2.8. Annual Statement as to Compliance; Notice of Default. (a) The Servicer
shall deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 15 after the
end of each calendar year of the Issuer (commencing with the calendar year 2012), an Officers’
Certificate stating that: (i) a review of the activities of the Servicer during the preceding
twelve (12)-month period (or, in the case of the first such certificate, from the Cut-off Date to
December 31, 2011) and of its performance under this Agreement has been made under such officer’s
supervision and (ii) to the best of such officer’s knowledge, based on such review, such Servicer
has fulfilled all of its obligations under this Agreement throughout such year or, if there has
been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status thereof.




     (b) The Servicer shall deliver to the Issuer, with a copy to the Indenture Trustee,
promptly after having obtained knowledge thereof, but in no event later than five Business
Days thereafter, written notice in an Officers’ Certificate of any event that, with the
giving of notice or lapse of time, or both, would become a Servicer Default under
Section 5.1.



     Section 2.9. Annual Reports on Assessment of Compliance with Servicing Criteria. On
or before March 15 of each calendar year of the Issuer (commencing with the calendar year 2012)
each Reporting Servicer shall furnish, and shall cause each Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Loans to furnish, to the
Issuer, with a copy to the Indenture Trustee, a report on assessment of compliance with the
Servicing Criteria that contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Servicing Criteria applicable to it, (B) a statement that such
Reporting Servicer used the Servicing Criteria to assess compliance with the applicable Servicing
Criteria, (C) such Reporting Servicer’s assessment of compliance with the applicable Servicing
Criteria as of and for the period ending December 31, including, if there has been any material
instance of noncompliance with the applicable Servicing Criteria, a discussion of each such failure
and the nature and status thereof, and (D) a statement that a registered public accounting firm has
issued an attestation report on such Reporting Servicer’s assessment of compliance with the
applicable Servicing Criteria as of and for such period; such attestation shall be in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities
Exchange Act and shall be provided as an exhibit to such Reporting Servicer’s report on assessment
of compliance with the Servicing Criteria.



     Section 2.10. Appointment of Subservicer. The Servicer may at any time appoint a
subservicer to perform all or any portion of its obligations as Servicer hereunder;
provided, that the Servicer shall remain obligated and be liable to the Issuer, for the
servicing and administering of the Loans in accordance with the provisions hereof, without diminution of such obligations
and liabilities by virtue of the appointment of any subservicer and to the same extent and under
the same terms and conditions as if the Servicer itself were servicing and administering the Loans.
The fees and expenses of any subservicer shall be as agreed between the Servicer and its
subservicer from time to time and the Issuer shall not have any responsibility therefor.



			
	 	 	 
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     Section 2.11. Maintenance of Security Interests in Loans. The Servicer shall, in
accordance with the Credit and Collection Policies, take such steps as are necessary to maintain
perfection of the security interest created by each Loan in any of the Equipment. The Issuer
hereby authorizes the Servicer to take such steps as are necessary to re-perfect such security
interest on behalf of the Issuer or its assigns for any reason, including the filing of UCC
financing statements and any amendments thereto without the related debtor’s signature. Without
limiting the generality of the foregoing, the Servicer shall make or maintain all required federal
lien filings or registrations in the name of the Issuer, as applicable. Upon discovery by the
Issuer or the Servicer of a breach of its obligation to maintain perfection of the security
interest in each Loan pursuant to this Section 2.11, which breach is reasonably likely to
have a Material Adverse Effect on the Issuer, the party discovering the same shall give prompt
written notice thereof to the other party hereto. As liquidated damages for such breach, the
Issuer shall, on the Transfer Date relating to the Collection Period during which the breach is
discovered, request the Servicer to, and the Servicer shall pay to, or at the direction of, the
Issuer the Purchase Amount for the applicable Loans (measured at the end of the Collection Period
during which such breach is discovered). Upon such payment, all rights, title and interest of the
Issuer in and to such Loans will be deemed to be automatically released without the necessity of
any further action by the Issuer, the Servicer or any other party and such Loans will become the
property of the Servicer.



     Section 2.12. Accounts. As of the Closing Date, the Servicer shall establish and
maintain, on behalf of the Issuer and in accordance with the terms of the Indenture, the
Collection Account and the Reserve Account, each of which shall be an Eligible Deposit Account in
the name of the Issuer.




     (a) Not later than 10:00 a.m. (New York City time) on each Transfer Date, the Servicer
shall deposit into the Collection Account all Available Amounts with respect to the related
Collection Period that have not previously been deposited into the Collection Account (it
being understood that no such deposits are required to be made prior to the Transfer Date
unless a Daily Deposit Event has occurred).




     (b) Upon the occurrence and during the continuation of a Daily Deposit Event, the
Servicer shall transfer to the Collection Account, on each Business Day in same day funds,
all Available Amounts then held or thereafter received by it that are required to be
deposited into the Collection Account, within two (2) Business Days after receipt thereof.



     Section 2.13. Reserve Account. The Servicer shall determine the amounts for deposit
into or for withdrawal from the Reserve Account on each Transfer Date in accordance with the
provisions of Section 8.4 of the Indenture.



     Section 2.14. Disbursement from the Collection Account. On each Transfer Date, the
Servicer, on behalf of the Issuer, shall withdraw from the Collection Account for payment to itself
an amount equal to any accrued but unpaid Servicing Fee and any accrued but unpaid Servicing
Advance owing to the Servicer (based on the information contained in the Servicer’s Certificate
delivered on the related Determination Date pursuant to Section 2.7) in accordance with
Section 2.5.



			
	 	 	 
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     Section 2.15. Limitation on Liability of the Servicer and Others. Neither the
Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any
liability to the Issuer or the Noteholders, except as provided under this Agreement, for any action
taken or for refraining from the taking of any action pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the Servicer or
any such Person against any liability that would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of its duties or by reason of reckless
disregard of obligations and duties under this Agreement. The Servicer and any director, officer,
employee or agent of the Servicer may rely in good faith on the advice of counsel or on any
document of any kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder.



     Except as provided in this Agreement, the Servicer shall not be under any obligation to appear
in, prosecute or defend any legal action that shall not be incidental to its duties to service the
Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or
liability; provided, however, that the Servicer may undertake any reasonable action
that it may deem necessary or desirable in respect of this Agreement, the Related Documents and the
rights and duties of the parties to this Agreement, the other Related Documents and the interests
of the Noteholders under the Indenture.



ARTICLE III




REPRESENTATIONS AND WARRANTIES



     Section 3.1. Representations and Warranties of the Servicer. The Servicer represents
and warrants to the Issuer as of the Closing Date as follows:




     (a) It is a corporation, duly organized, validly existing and in good standing under
the laws of its jurisdiction of incorporation or organization and is duly qualified to do
business, and is in good standing, in each jurisdiction in which the servicing of the
Loans hereunder requires it to be so qualified, except where the failure to comply
would not reasonably be expected to have a Material Adverse Effect on the Servicer.




     (b) It has the power and authority to execute and deliver this Agreement and to perform
the transactions contemplated hereby.




     (c) This Agreement has been duly authorized, executed and delivered by the Servicer and
constitutes its legal, valid and binding obligation enforceable against it in accordance
with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to or affecting the enforceability
of creditors’ rights generally and general equitable principles, whether applied in a
proceeding at law or in equity.




     (d) No consent of, notice to, filing with or permits, qualifications or other action by
any Governmental Authority or any other party is required for the due execution, delivery
and performance of this Agreement, other than consents, notices,



			
	 	 	 
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filings and other actions which have been obtained or made or where the failure
to get such consent or take such action, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect on the Servicer.




     (e) There is no pending or, to its actual knowledge, threatened litigation of a
material nature against or affecting it, in any court or tribunal, before any arbitrator of
any kind or before or by any Governmental Authority (i) asserting the invalidity of this
Agreement, or (ii) seeking any determination or ruling that might materially and adversely
affect the validity or enforceability of this Agreement.



ARTICLE IV




ADDITIONAL COVENANTS



     Section 4.1. Covenants of the Servicer Regarding the Loans. (a) Maintenance of
Files. The Servicer shall, for not less than three (3) years or for such longer period as may
be required by law, from the date on which any Loan is paid in full, maintain the Records with
respect to each Loan, including records of all payments received, credits granted and property
returned. The Servicer will permit representatives of the Issuer or its designee at any reasonable
time during normal business hours, and at such times outside of normal business hours as the Issuer
shall reasonably request, (i) to inspect and make copies of and abstracts from such Records, (ii)
to visit the properties of the Servicer utilized in connection with the collection, processing or
servicing of the Loans for the purpose of examining such Records, and (iii) to discuss matters
relating to the Loans or the Servicer’s performance under this Agreement with any officer, employee
or accountants of the Servicer having knowledge of such matters. In connection therewith, the
Issuer shall institute procedures to permit it to confirm the Loan Value in respect
of any Loan; provided that no one other than the Servicer or any Sub-Servicer or
Person to whom the Servicer has delegated duties in accordance with the terms of this Agreement,
subject to any other arrangements made by the Issuer or its designee, will contact an Obligor
unless a Servicer Default has occurred. The Servicer agrees to render to the Issuer such clerical
and other assistance as may be reasonably requested with regard to the foregoing.




     (b) Servicer Default. If a Servicer Default shall have occurred and be
continuing, promptly upon request therefor, the Servicer shall deliver to the Issuer records
reflecting activity through the close of business on the immediately preceding Business Day.
Upon the occurrence and during the continuation of a Servicer Default, the Servicer shall
(i) deliver and turn over to the Issuer or to its representatives, or at the option of the
Issuer shall provide the Issuer or its representatives with access to, at any time, on
demand of the Issuer, all of the Servicer’s facilities, personnel, books and records
pertaining to the Loans, including all Records, (ii) allow the Issuer to occupy the premises
of the Servicer where such books, records and Records are maintained, and (iii) allow the
Issuer to utilize such premises, the equipment thereon and any personnel of the Servicer
that the Issuer may wish to employ to administer, service and collect the Loans.



			
	 	 	 
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     (c) Notice of Adverse Claim. The Servicer shall advise the Issuer
promptly, in reasonable detail, (i) of any claim of ownership or Lien known to it made or
asserted against any Loan, 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 (as defined under the Sale Agreement or the Purchase and Sale
Agreement, as applicable), and (ii) of the occurrence of any event known to it which would
have a Material Adverse Effect on the aggregate value of the Loans.




     (d) Further Assurances. The Servicer shall furnish to the Issuer from time to
time such statements and schedules further identifying and describing the Loans and such
other reports in connection with the Loans as the Issuer may reasonably request, all in
reasonable detail.



ARTICLE V




EVENTS OF SERVICER TERMINATION



     Section 5.1. Default. If any of the following events shall occur (regardless of the
reason therefor) with respect to the Servicer:




     (a) the Servicer shall (i) fail to make or give instructions for any deposit, transfer
or payment required to be made hereunder and the same shall remain unremedied for three (3)
Business Days, or (ii) fail or neglect to perform, keep or observe in any material respect
any other provision of this Agreement and the same shall remain
unremedied for fifteen (15) days after written notice thereof shall have been given by
the Issuer to the Servicer;




     (b) any representation or warranty of the Servicer herein or in any written statement,
report, financial statement or certificate made or delivered by the Servicer to the Issuer
hereto or thereto shall be untrue or incorrect in any material respect as of the date when
made or deemed made and shall not be corrected for a period of sixty (60) days after either
(i) any Authorized Officer of the Servicer becomes aware thereof or (ii) notice thereof has
been given to such Person by the Issuer; or




     (c) a Bankruptcy Event shall have occurred and be continuing with respect to the
Servicer;


then, upon the occurrence of any of such events (each, a “Servicer Default”), the Issuer
may deliver a notice (a “Servicer Termination Notice”) to the Servicer, terminating the
servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of
any kind, all of which are hereby waived by the Servicer. Upon the delivery of any such notice,
all authority and power of the Servicer under this Agreement shall pass to and be vested in the
Successor Servicer acting pursuant to Section 6.2, provided, that notwithstanding
anything to the contrary herein, the Servicer agrees to act as Servicer and to continue to follow
the procedures set forth in this Agreement with respect to Available Amounts on the Loans under
this




			
	 	 	 
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Agreement until a Successor Servicer has assumed the responsibilities and obligations of the
Servicer in accordance with Section 6.2.




ARTICLE VI




SUCCESSOR SERVICER



     Section 6.1. Resignation of the Servicer. The Servicer may resign under the
circumstances set forth in clause (a) or (b) of this Section 6.1.




     (a) The Servicer may resign from its obligations and duties hereunder if it finds a
replacement servicer satisfying the eligibility criteria set forth in Section 6.2.
No such resignation shall become effective until the replacement servicer shall have
obtained the Issuer’s approval and appointment pursuant to Section 6.2.




     (b) The Servicer may resign from the obligations and duties hereby imposed on it upon
its determination that (i) the performance of its duties hereunder has become impermissible
under applicable law, and (ii) there is no reasonable action which the Servicer could take
to make the performance of its duties hereunder permissible under applicable law. No such
resignation shall become effective until a Successor Servicer
shall have assumed the responsibilities and obligations of the Servicer in accordance
with Section 6.2.



     Section 6.2. Appointment of the Successor Servicer. In connection with the
termination of the Servicer’s responsibilities under this Agreement pursuant to Section 5.1
or 6.1, the Issuer shall within thirty (30) days after the giving of a Servicer Termination
Notice pursuant to Section 5.1 or as soon as practicable after a resignation of the
Servicer pursuant to Section 6.1, appoint a successor servicer that shall have a long-term
debt rating of at least “Baa3” by Moody’s. The successor servicer shall succeed to all rights and
assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement
(such successor servicer being referred to as the “Successor Servicer”); provided,
that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to
the date of its appointment as Successor Servicer. The Successor Servicer shall accept its
appointment by executing, acknowledging and delivering to the Issuer an instrument in form and
substance acceptable to the Issuer, and if directed by the Issuer, by providing prior written
notice of such appointment to the Indenture Trustee. Notice shall be given to the Rating Agencies
of the appointment of any Successor Servicer.



     Section 6.3. Duties of the Servicer. At any time following the appointment of a
Successor Servicer:




     (a) the Servicer agrees that it shall terminate its activities as servicer hereunder in
a manner acceptable to the Issuer so as to facilitate the transfer of servicing to the
Successor Servicer, including timely delivery (i) to the Issuer of any funds that were
required to be deposited in the Collection Account and the Reserve Account and (ii) to the
Successor Servicer, at a place selected by the Successor Servicer, of all



			
	 	 	 
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Servicing Records and other information with respect to the Loans. The Servicer shall
account for all funds and shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and definitely vest and confirm in the
Successor Servicer all rights, powers, duties, responsibilities, obligations and liabilities
of the Servicer; and




     (b) the Servicer shall terminate each Sub-Servicing Agreement that may have been
entered into by it and the Successor Servicer shall not be deemed to have assumed any of
such outgoing servicer’s interest therein or to have replaced such outgoing servicer as a
party to any such Sub-Servicing Agreement.



     Section 6.4. Effect of Termination or Resignation. Any termination or resignation of
the Servicer under this Agreement shall not affect any claims that the Issuer may have against the
Servicer for events or actions taken or not taken by the Servicer arising prior to any such
termination or resignation.



ARTICLE VII




INDEMNIFICATION



     Section 7.1. Indemnities by the Servicer. Without limiting any other rights that the
Issuer or its Affiliates or any Stockholder, director, officer, employee, or agent or incorporator
thereof (each, a “Servicer Indemnified Person”) may have hereunder or under applicable law,
the Servicer hereby agrees to indemnify each Servicer Indemnified Person from and against any and
all Indemnified Amounts which may be imposed on, incurred by or asserted against a Servicer
Indemnified Person to the extent arising from or relating to any material breach of the Servicer’s
obligations under this Agreement; excluding, however, Indemnified Amounts to the
extent resulting from (i) bad faith, gross negligence or willful misconduct on the part of the
Servicer Indemnified Person or (ii) recourse for uncollectible Loans. Any Indemnified Amounts
subject to the indemnification provisions of this Section 7.1 shall be paid to the Servicer
Indemnified Person within ten (10) Business Days following demand therefor.



     Section 7.2. Limitation of Damages; Indemnified Persons. NO SERVICER PARTY TO THIS
AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY SUCCESSOR,
ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT
MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER.



			
	 	 	 
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ARTICLE VIII




MISCELLANEOUS



     Section 8.1. 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 facsimile (with such transmission promptly confirmed by delivery of a
copy by personal delivery or United States mail as otherwise provided in this Section 8.1),
(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 indicated 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
designated in any written notice 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 only be
effective 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 only be effective on the
immediately succeeding Business Day.



     If to GE Capital, as the Servicer:


General Electric Capital Corporation, as Servicer

201 Merritt 7

Norwalk, Connecticut 06851

Attention: General Counsel

Telephone: (203) 229-5000

Facsimile: (203) 956-4296




			
	 	 	 
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     If to the Issuer:


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




     If to the Rating Agencies:


Moody’s Investors Service, Inc.

ABS Monitoring Department

99 Church Street

New York, New York 10007

Fitch, Inc.

70 West Madison

Suite 3500

Chicago, IL 60602

Attn: ABS Surveillance




     If to Indenture Trustee:


Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Agency and Trust — GE Equipment Transportation 2011-1




     Section 8.2. Binding Effect; Assignability. This Agreement shall be binding upon and
inure to the benefit of the Issuer and the Servicer and their respective successors and permitted
assigns. Except as set forth in Section 2.1, or Article VI, the Servicer may not
assign, transfer, hypothecate or otherwise convey any of its rights or obligations hereunder or
interests herein without the express prior written consent of the Issuer and unless the Rating
Agency Condition shall have been satisfied with respect to any such assignment. Any such purported
assignment, transfer, hypothecation or other conveyance by the Servicer without the prior express
written consent of the Issuer shall be void. The Issuer may, at any time, assign any of its rights
and obligations under this Agreement to any Person and any such assignee may further assign at any
time its rights and obligations under this Agreement, in each case, without the consent of the
Servicer. Each of the Issuer and the Servicer acknowledges and agrees that, upon any such
assignment, the assignee thereof may enforce directly, all of the obligations of the Issuer or the
Servicer hereunder, as applicable.



     Section 8.3. Termination; Survival of Obligations Upon Final Maturity Date or Redemption
Date. 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
the Final Maturity Date or the Redemption Date; provided, that the rights and remedies



			
	 	 	 
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provided for herein with respect to any breach of any representation or warranty made by the
Servicer pursuant to Article III, the indemnification and payment provisions of Article
VII and Sections 8.4 and 8.12 shall be continuing and shall survive the later
of the Final Maturity Date or the Redemption Date, as applicable.




     Section 8.4. No Proceedings. The Servicer hereby agrees that, from and after the
Closing Date and until the date one year plus one day following the earlier of the Final Maturity
Date or the Redemption Date, as applicable, it will not, directly or indirectly, institute or cause
to be instituted against the Issuer any proceeding of the type referred to in the definition of
“Bankruptcy Event”; provided that the foregoing shall not in any way limit the Servicer’s
right to pursue any other creditor rights or remedies that the Servicer may have for claims against
the Issuer.



     Section 8.5. Complete Agreement; Modification of Agreement. This Agreement
constitutes the complete agreement among the parties hereto with respect to the subject matter
hereof, supersedes all prior agreements and understandings relating to the subject matter hereof,
and may not be modified, altered or amended except as set forth in Section 8.6.



     Section 8.6. Amendments and Waivers. No amendment, modification, termination or
waiver of any provision of this Agreement, or any consent to any departure by any party hereto
therefrom, shall in any event be effective unless the same shall be in writing and signed by each
of the parties hereto.



     Section 8.7. No Waiver; Remedies. The failure by the Issuer, at any time or times, to
require strict performance by the Servicer of any provision of this Agreement shall not waive,
affect or diminish any right of the Issuer 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 the same or of a different type. None of the undertakings, agreements, warranties,
covenants or representations of the Servicer contained in this Agreement and no breach or default
by the Servicer hereunder, shall be deemed to have been suspended or waived by the Issuer unless
such waiver or suspension is by an instrument in writing signed by an officer of or other duly
authorized signatory of the Issuer and directed to the Servicer specifying such suspension or
waiver. The rights and remedies of the Issuer and its assigns under this Agreement shall be
cumulative and nonexclusive of any other rights and remedies that the Issuer may have under any
other agreement, including the other Related Documents, by operation of law or otherwise.



     Section 8.8. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. THIS
AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401(1) AND 5-1402 OF THE
GENERAL OBLIGATIONS LAWS, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND
ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



			
	 	 	 
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     (a) 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. 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 8.1 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.



     (b) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



			
	 	 	 
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     Section 8.9. Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which shall collectively and separately constitute one agreement.
Executed counterparts may be delivered electronically.



     Section 8.10. 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 8.11. Section Titles. The section titles and table of contents contained in
this Agreement are 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 8.12. Limited Recourse. (a) The obligations of the Issuer under this
Agreement are solely the obligations of the Issuer. No recourse shall be had for any obligation or
claim arising out of or based upon this Agreement against any incorporator or similar person,
shareholder, officer, manager, member or director, past, present or future, of the Issuer or of any
successor or of its constituent members or its other Affiliates, either directly or through the
Issuer or any successor, whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the acceptance hereof, expressly waived and released.
Any accrued obligations owing by the Issuer under this Agreement shall be payable by the
Issuer solely to the extent that funds are available therefor from time to time in accordance with
the provisions of Section 2.12 (provided that such accrued obligations shall not be
extinguished until paid in full); and any amounts which the Issuer does not so pay hereunder shall
not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or limited
liability company obligation of, the Issuer for any such amounts not paid, in each case, until the
Issuer has received funds to make such payments as contemplated by the Related Documents.




     (b) The obligations of the Servicer under this Agreement are solely the obligations of
the Servicer. No recourse shall be had for the payment of any amount owing hereunder or any
other obligation or claim arising out of or based upon this Agreement, against any
shareholder, employee, officer, manager, member or director, agent or organizer, past,
present or future, of the Servicer or of any successor thereto, either directly or through
the Servicer or any successor thereto, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration for the acceptance
hereof, expressly waived and released.



     Section 8.13. Further Assurances. The Servicer shall, at its sole cost and expense,
promptly and duly execute and deliver any and all further instruments and documents, and take such
further action, that may be necessary or desirable or that the Issuer may request to enable the
Issuer to exercise and enforce its rights under this Agreement or otherwise carry out more
effectively the provisions and purposes of this Agreement.



			
	 	 	 
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     Section 8.14. Pledge of Assets. The Servicer hereby acknowledges that the Issuer
has granted a security interest in the Collateral to the Indenture Trustee under the Indenture, and
hereby waives any defenses it may have against the Indenture Trustee for the enforcement of this
Agreement in the event of foreclosure by the Indenture Trustee against the Collateral.
Accordingly, the parties hereto agree that, in the event of foreclosure by the Indenture Trustee
against the Collateral, the Indenture Trustee shall have the right to enforce this Agreement and
the full performance by the parties hereto of their obligations and undertakings set forth herein.
The Servicer hereby agrees to deliver to the Indenture Trustee a copy of all notices to be
delivered by the Servicer to the Issuer hereunder.



     Section 8.15. Waiver of Setoff. The Servicer hereby waives any right of setoff that
it may have for amounts owing to it under or in connection with this Agreement.



[Signatures Follow]




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



	 	 	 	 	 
	 	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	 
	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION

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



			
	 	 	 
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ANNEX A




to

SERVICING AGREEMENT



dated as of



June 29, 2011



Definitions and Interpretation



 

 






			
	 	 	 
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     SECTION 1. Definitions and Conventions. Capitalized terms used in the Servicing
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 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.



     “Administration Fee” is defined in Section 3 of the Administration Agreement.



     “Administrator” means GE Capital, in its capacity as Administrator under the
Administration Agreement, or any other Person designated as a successor administrator.



     “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 charge used by
the Servicer to calculate 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.



     “Authorized Officer” means, with respect to any corporation, trust or limited
liability company, as appropriate, the chairman or vice-chairman of the board, the president, any
vice president, the secretary, the treasurer, any assistant secretary, any assistant treasurer, the
managing member, and each other officer, employee, manager or member of such corporation, trust or
limited liability company, as appropriate, specifically or similar governing body of such limited
liability company or trust to sign agreements, instruments or other documents on behalf of such
corporation authorized in resolutions of the board of directors of such corporation or similar
governing body of such limited liability company or trust, as appropriate.



     “Available Amounts” means, with respect to any Payment Date all payments made by or on
behalf of the Obligors (excluding any late fees, prepayment charges, assumption fees, modifications
and other administrative fees or similar charges allowed by applicable law with respect to the
Loans that constitute part of the Servicing Fee) received during the related Collection Period; any
Recoveries received during the related Collection Period; any proceeds from insurance policies
covering the Equipment or related Obligor received during the related



			
	 	 	 
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Collection Period; Liquidation Proceeds received with respect to the related Collection
Period; the Purchase Amount or other amount received by the Issuer with respect to each Loan that
became a Purchased Loan during the related Collection Period (to the extent deposited into the
Collection Account); Investment Earnings for such Payment Date; and Servicing Advances received
during the related Collection Period; provided, however, that the Available Amounts
shall not include all payments or proceeds (including Liquidation Proceeds) of any Loans the
Purchase Amount of which has been included in the Available Amounts in a prior Collection Period.




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



     “Bankruptcy Event” means, as to any Person, any of the following events: (a) a case or
proceeding shall have been commenced against such Person seeking a decree or order in respect of
such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign
bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee,
trustee or sequestrator (or similar official) for any such Person or for any substantial part of
such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such
Person; or (b) such Person shall (i) file a petition seeking relief under the Bankruptcy Code or
any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or
fail to object in a timely and appropriate manner to the institution of proceedings thereunder or
to the filing of any such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Person or
for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of
creditors, or (iv) take any corporate action in furtherance of any of the foregoing.



     “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 CEF dated September 25, 2003 as the same may be amended and
supplemented from time to time.



     “Closing Date” means June 29, 2011.



     “Collateral” is defined in the Indenture.



     “Collection Account” means account number 3617-2242, Ref: GEET 2011-1 Collection A/C
#109198, ABA number 021-000-089, titled GE Equipment Transportation LLC, Series 2011-1: Collection
Account, established and owned by the Issuer and maintained in accordance with Section 8.2 of the
Indenture.



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



			
	 	 	 
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     “Collections” is defined in the Indenture.



     “Commission” means the Securities and Exchange Commission.



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



     “Cut-off Date” is defined in the Indenture.



     “Daily Deposit Event” means (i) a reduction in the Servicer’s rating below “A2” by
Moody’s or, if such rating is “A2” and is placed on a watch list for possible downgrade by Moody’s,
(ii) a reduction in the Servicer’s short-term rating below “P-1” by Moody’s, or (iii) the Servicer
is not a direct or indirect subsidiary of General Electric Company.



     “Defaulted Loan” is defined in the Purchase and Sale Agreement.



     “Determination Date” means with respect to any Transfer Date, the second Business Day
prior to such Transfer Date.



     “Eligible Deposit Account” means: (a) a segregated deposit account maintained with a
depository institution or trust company whose short-term unsecured debt obligations are rated at
least “F-1+” by Fitch and at least “P-1” by Moody’s, (b) a segregated account which is either (i)
maintained in the corporate trust department of the Indenture Trustee or (ii) maintained with a
depository institution or trust company whose long term unsecured debt obligations are rated at
least “BBB-” by Fitch and at least “Baa3” by Moody’s, or (c) a segregated trust account or similar
account maintained with a federally or state chartered depository institution whose long term
unsecured debt obligations are rated at least “BBB-” by Fitch and at least “Baa3” by Moody’s
subject to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R.
§9.10(b) in effect on the Closing Date.



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



     “Final Maturity Date” means the Payment Date in May 2019.



     “Fitch” means Fitch, Inc. and its successors and assigns.



     “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.


     “Governmental Authority” is defined in the Sale Agreement.




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



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



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



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



     “Investment Earnings” means, with respect to any Payment Date, the interest and other
investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust
Accounts to be included as part of Collections pursuant to Section 8.6(a) of the Indenture.



     “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 issued pursuant to the Indenture.



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



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



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



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




     “Loan” means any loan included in the 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 Loan.


     “Loan Value” is defined in the Indenture.




			
	 	 	 
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     “Managing Member” means CEF Equipment Holding, L.L.C., a Delaware limited
liability company or any successor, as 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.



     “Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.



     “Note Register” has the meaning specified in Section 2.4 of the Indenture.



     “Noteholder” means the person in whose name a Note is registered on the Note Register.



     “Notes” is defined in the Indenture.



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



     “Officer’s Certificate” means, with respect to any Person, a certificate signed by an
Authorized Officer of such Person.



     “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.



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



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



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




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



     “Purchased Loan” means a Loan repurchased as of the close of business on the last day
of a Collection Period by the Seller pursuant to Section 6.2 of the Sale Agreement and repurchased
as of such time by the Transferor pursuant to Section 7.2 of the Purchase and Sale Agreement or
purchased by a third party pursuant to Section 2.4 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, for so long as such entity is rating any Class of
Notes, with respect to any action, that (i) Moody’s shall have been given at least ten (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.



     “Record Date” means, with respect to a Payment Date or Redemption Date, the close of
business on the Business Day preceding such Payment Date or Redemption Date, or, if Definitive
Notes are issued, the close of business on the last day of the calendar month preceding the month
of such Payment Date, whether or not such day is a Business Day, or if Definitive Notes were not
outstanding on such date, the date of issuance of the Definitive Notes.



     “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 Seller, the Servicer, any Sub-Servicer or the
Issuer with respect to the Loan 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.



     “Regulation AB” means Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



     “Related Documents” means the Sale Agreement, the Purchase and Sale Agreement, the
Servicing Agreement, the Intercreditor Agreement, the Indenture, the Issuer Limited Liability



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




     “Reporting Servicer” means the Servicer or a Servicing Function Participant, as the
case may be.



     “Reserve Account” means account number 3617-2242, Ref: GEET 2011-1 Reserve A/C
#109201, ABA number 021-000-089, titled GE Equipment Transportation LLC, Series 2011-1: Reserve
Account, established and owned by the Issuer and maintained in accordance with Section 8.2 of the
Indenture.



     “Sale Agreement” means the Loan Sale Agreement, dated June 29, 2011, between GE
Capital and the Transferor.



     “Schedules of Loans” means the schedule of Loans attached as Schedule I to the
Sale Agreement and the schedule attached as Schedule I to the Purchase and Sale Agreement (which
schedules 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 Securities Act of 1933 15 U.S.C. Section 77a et seq., as
amended, 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., as amended, and any regulations promulgated thereunder.



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



     “Servicer” means each of GE Capital, in its capacity as Servicer under this Agreement,
or any other Person designated as a Successor Servicer.



     “Servicer Default” means an event specified in Section 5.1 of the Servicing
Agreement.



     “Servicer Indemnified Person” is defined in Section 7.1 of the Servicing
Agreement.


     “Servicer Termination Notice” is defined in Section 5.1 of the Servicing Agreement.




			
	 	 	 
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     “Servicer’s Certificate” means an Officer’s Certificate of the Servicer delivered
pursuant to Section 2.7 of the Servicing Agreement.



     “Servicing Advance” means, the amount as of any Payment Date, which the Servicer may,
but is not required to, advance for delinquent Scheduled Payments pursuant to Section 2.5
of the Servicing Agreement.



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



     “Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.



     “Servicing Fee” means, for any Collection Period, an amount equal to:




	 	(i)	 	one-twelfth (1/12) of the product of (a) the Servicing Fee Rate
and (b) the Pool Balance owned by the Issuer on the first day of such
Collection Period; provided, however, that for the first
Collection Period, the Servicing Fee shall be an amount equal to the product of
(a) the Servicing Fee Rate and (b) the Pool Balance as of the Cut-off Date, and
(c) a fraction equal to (1) the number of days in such Collection Period
beginning with the Cut-off Date divided by (2) 360; plus
	 
	 	(ii)	 	miscellaneous fees and amounts received during such Collection Period.





     “Servicing Fee Rate” means 0.75%.



     “Servicing Function Participant” means any Person, other than the Servicer, that is
performing activities that address the Servicing Criteria, unless such Person’s activities relate
only to 5% or less of the Loans.



     “Servicing Records” means all documents, books, Records and other information
(including computer programs, tapes, disks, data processing software and related property and
rights) prepared and maintained by the Servicer with respect to the related Loans and the Obligors
thereunder.



     “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.



     “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).



			
	 	 	 
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     “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 the Servicer
and any Sub-Servicer pursuant to and in accordance with Section 2.10 relating to the
servicing, administration or collection of the Loans.



     “Successor Servicer” is defined in Section 6.2.



     “Transfer Date” means the Business Day preceding the Payment Date.



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



     “UCC” means, with respect to any jurisdiction, the Uniform Commercial Code as the same
may, from time to time, be enacted and in effect in such jurisdiction.



     SECTION 2. Other Interpretive Matters. All terms defined directly or by incorporation
in the 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 Agreement
(including this Annex A) and all certificates and other documents, unless the context
otherwise requires: (a) accounting terms not otherwise defined in the Agreement, and accounting
terms partly defined in the Agreement to the extent not defined, shall have the respective meanings
given to them under GAAP; and unless otherwise provided, references to any month,
quarter or year refer to a fiscal month, quarter or year as determined in accordance with GE
Capital’s fiscal calendar; (b) terms defined in Article 9 of the UCC and not otherwise defined in
such Agreement are used as defined in that Article; (c) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business on such day; (d) the
words “hereof,” “herein” and “hereunder” and words of similar import refer to such Agreement (or
the certificate or other document in which they are used) as a whole and not to any particular
provision of such Agreement (or such certificate or document); (e) references to any Section or
Schedule are references to Sections, Schedules, Annexes 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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