EXECUTION COPY







 


RECEIVABLES SALE AGREEMENT


 


March 20, 2013,


 


among


 


GENERAL ELECTRIC CAPITAL CORPORATION,

as Seller,


 


GE CAPITAL TITLE HOLDING CORP.,


as Seller


 


 


and



CEF EQUIPMENT HOLDING, L.L.C.,

as Purchaser


 






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TABLE OF CONTENTS







 





	Section	Page Number







 


	ARTICLE I    DEFINITIONS AND INTERPRETATION	 	 
	Section 1.1	Definitions	 	1
	Section 1.2	Rules of Construction	 	1
	ARTICLE II    SALES OF CEF ASSETS	 	 
	Section 2.1	Sale of CEF Assets	 	1
	Section 2.2	Grant of Security Interest	 	2
	Section 2.3	Sale Price	 	2
	ARTICLE III    CONDITIONS PRECEDENT	 	 
	Section 3.1	Conditions to Sale	 	3
	ARTICLE IV    REPRESENTATIONS, WARRANTIES AND COVENANTS	 	 
	Section 4.1	Representations and Warranties of the Sellers	 	4
	Section 4.2	Representations of Warranties of the SUBI Seller regarding the Titling Trust	 	5
	Section 4.3	Affirmative Covenants of the Sellers	 	6
	Section 4.4	Negative Covenants of the Sellers	 	8
	ARTICLE V    INDEMNIFICATION	 	 
	Section 5.1	Indemnification	 	9
	ARTICLE VI    MISCELLANEOUS	 	 
	Section 6.1	Notices	 	9
	Section 6.2	No Waiver; Remedies	 	10
	Section 6.3	Successors and Assigns	 	11
	Section 6.4	Termination; Survival of Obligations	 	11
	Section 6.5	Complete Agreement; Modification of Agreement	 	12
	Section 6.6	Amendments and Waivers	 	12
	Section 6.7	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	 	12
	Section 6.8	Counterparts	 	13
	Section 6.9	Severability	 	13
	Section 6.10	Section Titles	 	14
	Section 6.11	No Setoff	 	14
	Section 6.12	Confidentiality	 	14
	Section 6.13	Further Assurances	 	14
	Section 6.14	Accounting Changes	 	14
	Section 6.15	Limitation on Payments; Release of Claims	 	15
	Schedule 4.1(b)	UCC Information		 
	Schedule I	Schedule of GECC Receivables		 
	Schedule II	Schedule of GECTHC		 
	Exhibit 4.2(f)	Separate Identity Provisions		 
	Annex A 	Definitions and Interpretation		 


 






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This RECEIVABLES
SALE AGREEMENT (“Agreement” or “Sale Agreement”) is entered into as of March 20,
2013 by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital” or the “Receivable
Seller”), GE CAPITAL TITLE HOLDING CORP., a Delaware corporation, as initial beneficiary of GE TF Trust (the
“SUBI Seller” or “GECTHC” and, together with the Receivable Seller, the “Sellers,”
and individually, each a “Seller”) and CEF EQUIPMENT HOLDING, L.L.C., a Delaware limited liability
company (the “Purchaser”).


 


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


 


ARTICLE
I



DEFINITIONS AND INTERPRETATION


 


Section 1.1Definitions.
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 1.2Rules
of Construction. For purposes of this Agreement, the rules of construction set forth in Section 2 of Annex A
shall govern. All Annexes, Exhibits and Schedules hereto, are incorporated herein by reference and, taken together with this Agreement,
shall constitute but a single agreement.


 


ARTICLE
II



SALES OF CEF ASSETS


 


Section 2.1Sale of CEF Assets.
(a) Subject to the terms and conditions hereof the Receivable Seller does hereby sell, transfer, assign, set over and otherwise
convey to the Purchaser, without recourse (subject to the obligations herein) all of the Receivable Seller’s right, title
and interest 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)	the Related Security and any Collections and additional monies received under such Loans, unless
related to amounts due in respect of the Loans prior to or on the Cut-off Date;



 


		(iii)	all other property now or hereafter in the possession or custody of, or in transit to, the Issuer,
the Servicer, any Sub-Servicer or the Receivable Seller relating to any of the foregoing;



 


		(iv)	all Receivable Files and Records with respect to any of the foregoing; and



 


		(v)	all proceeds of the foregoing (all such assets, collectively, the “CEF Non-SUBI Assets”).



 






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(b)Subject
to the terms and conditions hereof, the SUBI Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser
without recourse (subject to the obligations herein) all the SUBI Seller’s right, title and interest in and to the Series
2013-1 SUBI Certificate and the Series 2013-1 SUBI including, but not limited to, all of the SUBI Seller’s beneficial interest
rights in the Leases identified on Schedule II hereto, the related Equipment, the related Receivable Files and all
Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess (collectively, the “CEF
SUBI Assets,” and together with the CEF Non-SUBI Assets, the “CEF Assets”).


 


(c)On
or before the Closing Date, each Seller shall (i) indicate in its records that the relevant CEF Assets have been sold to the Purchaser
pursuant to this Agreement by so identifying such CEF Assets with an appropriate notation and (ii) in the case of CEF Non-SUBI
Assets, the Receivable Seller shall deliver to the Purchaser or its designee Receivable Files related to Loans.


 


Section 2.2Grant
of Security Interest. The parties hereto intend that the sale pursuant to Section 2.1 hereof shall constitute a purchase
and sale and not a loan. Notwithstanding anything to the contrary set forth in this Section 2.2, if a court of competent
jurisdiction determines that any sale provided for herein constitutes a loan and not a purchase and sale, then the parties
hereto intend that this Agreement shall constitute a security agreement under applicable law and that the applicable Seller shall
be deemed to have granted, and each Seller hereby grants, to the Purchaser a first priority lien and security interest in and to
all of such Seller’s right, title and interest in, to and under the CEF Assets sold and transferred by such Seller on the
Closing Date, all Related Documents to which such Seller is a party and all proceeds thereof. The possession by the Purchaser
of notes and such other goods, money, documents, chattel paper or certificated securities, including the Series 2013-1 SUBI Certificate,
shall be deemed to be “possession by or delivery to the secured party” for purposes of perfecting the security interest
pursuant to the UCC in force in the relevant jurisdiction (including, without limitation, Section 9-313(c)(1) thereof). Notifications
to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for
the purpose of perfecting such security interest under applicable law (except that nothing in this sentence shall cause any Person
to be deemed to be an agent of the Purchaser for any purpose other than for perfection of such security interest unless, and then
only to the extent, expressly appointed and authorized by the Purchaser in writing).


 


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


 


(b)On
the Closing Date, upon satisfaction of the applicable conditions set forth in Article III, the CEF Purchase Price for the
CEF Assets sold by each Seller under this Agreement shall be payable by the Purchaser in cash.


 






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ARTICLE
III



CONDITIONS PRECEDENT


 


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


 


(a)This
Agreement or counterparts hereof shall have been duly executed by, and delivered to, the applicable 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 applicable 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
applicable 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 4.3(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 applicable Seller contained herein or in any other Related Document to which it is a party
shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified by a materiality
standard, such representation or warranty shall be true and correct) as of the Closing Date, both before and after giving effect
to such sale, except to the extent that any such representation or warranty expressly relates to an earlier date and except for
changes therein expressly permitted by this Agreement.


 


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


 


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


 


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


 






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ARTICLE
IV



REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 4.1Representations
and Warranties of the Sellers. To induce the Purchaser to purchase the CEF Assets, each Seller, severally and not jointly,
makes the following representations and warranties to the Purchaser, as of the Closing Date, each and all of which shall survive
the execution and delivery of this Agreement.


 


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


 


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


 


(c)Authorization,
Compliance with Law. The execution, delivery and performance by such Seller of this Agreement and the other Related Documents
to which such Seller is a party and the creation and perfection of all Liens and ownership interests provided for herein: (i) have
been duly authorized by all necessary corporate action, and (ii) do not violate any provision of any law or regulation of any Governmental
Authority, or contractual or corporate restrictions, binding on such 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 such Seller is a party shall have been duly executed and
delivered by such Seller and each such Related Document shall then constitute a legal, valid and binding obligation of such 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.
Such Seller is Solvent.


 


(f)Use
of Proceeds. No proceeds received by such 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. Such Seller is not an “investment company” or “controlled by” an “investment company,”
as such terms are defined in the Investment Company Act.


 


(h)Receivables
and Other CEF Assets. With respect to (i) in the case of the Receivable Seller, each Loan and the other CEF Assets sold by
such Seller or (ii) with respect to the SUBI Seller, the Leases, the SUBI Equipment and the other assets included in the Series 2013-1
SUBI, in each case, on the Closing Date, such Seller represents and warrants that (i) such Receivable satisfies the criteria for
an Eligible Receivable as of the Cut-off Date; (ii) immediately prior to their sale to the Purchaser, such CEF Assets were
owned by such Seller or, in the case of SUBI Assets, the Titling Trust and beneficially owned by the SUBI Seller, in each case,
free and clear of any Adverse Claim, and such Seller has had at all relevant times the full right, power and authority to
sell, contribute, assign, transfer and pledge its interest in the related CEF Assets as contemplated under this Agreement and,
upon such sale, the Purchaser will acquire valid and properly perfected title to, and the sole record in, all CEF Non-SUBI
Assets and beneficial ownership interest in all the SUBI Assets, free and clear of any Adverse Claim or restrictions on transferability,
and the Liens granted to the Purchaser by such Seller pursuant to Section 2.2 will at all times be fully perfected
first priority Liens in and to such Receivables or, in the case of Leases, the Series 2013-1 SUBI Certificate and, in addition,
following such sale, such Receivable will not be subject to any Adverse Claim as a result of any action or inaction on the part
of such Seller (or any predecessor in interest); and (iii) if such Receivable is cross-collateralized with a receivable that is
not a Loan or a Lease, as of the Closing Date, either (x) the repossession or exercise of other rights with respect to the
related Equipment by the holder of such receivable that is not a Loan or a Lease would not materially impair the security intended
to be afforded for such Receivable and result in a material adverse effect on the holders of the Notes or (y) the holder of such
receivable and the Purchaser or its assigns as holder of the Receivable have entered into an intercreditor arrangement under which
each holder has agreed to subordinate its respective lien and rights of enforcement against the Equipment financed by the other
holder or its predecessor in interest.


 


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


 


Section 4.2Representations
of Warranties of the SUBI Seller regarding the Titling Trust. To induce the Purchaser to purchase the CEF SUBI Assets, the
SUBI Seller makes the following representations and warranties as to the Titling Trust to the Purchaser, as of the Closing Date,
each and all of which shall survive the execution and delivery of this Agreement:


 


(a)Series
2013-1 SUBI Certificate. The Series 2013-1 SUBI Certificate has been duly executed and delivered by the Titling Trust and the
administrative trustee of the Titling Trust in accordance with the Titling Trust Agreement and is entitled to the benefits afforded
by the Titling Trust Agreement.


 






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(b)Ownership
of the SUBI Equipment. Good and valid ownership of each Lease and the related Equipment will be validly and effectively vested
in the Titling Trust free and clear of all Adverse Claims.


 


(c)Corporate
Existence; Power and Authority. The Titling Trust (i) is a statutory trust duly formed, validly existing and in good standing
under the laws of its jurisdiction of organization; and (ii) has all requisite power and authority and licenses to conduct
its business, to own its properties and to execute, deliver and perform its obligations under any Related Document to which it
is a party.


 


(d)Authorization,
Compliance with Law. The execution, delivery and performance by the Titling Trust of any Related Document to which it is a
party and the creation of ownership interests provided for herein: (i) have been duly authorized by all necessary statutory trust
action, and (ii) do not violate any provision of any law or regulation of any Governmental Authority, or contractual or corporate
restrictions, binding on the Titling Trust, except where such violations, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.


 


(e)Enforceability.
On or prior to the Closing Date, each of the Related Documents to which the Titling Trust is a party shall have been duly executed
and delivered by the Titling Trust and each such Related Document shall then constitute a legal, valid and binding obligation of
the Titling Trust, 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.


 


(f)Solvency.
The Titling Trust is Solvent.


 


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


 


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


 


The representations and warranties described
in this Section 4.2 shall survive the sale of the CEF SUBI Assets to the Purchaser, any subsequent assignment or sale
of the CEF SUBI Assets by the Purchaser, and the termination of this Agreement and the other Related Documents and shall continue
until the payment in full of all CEF SUBI Assets.


 


Section 4.3Affirmative
Covenants of the Sellers. Each Seller covenants and agrees that, unless otherwise consented to by the Purchaser, from and after
the Closing Date and until the earlier of the Redemption Date or the Class C Maturity Date:


 


(a)Records.
Such Seller shall at its own cost and expense, for not less than three (3) years from the date on which each Receivable was originated,
or for such longer period as may be required by law, maintain or, in the case of the SUBI Seller, cause the Titling Trust to maintain
adequate Records with respect to such Receivable, including records of all payments received, credits granted and merchandise returned
with respect thereto.


 






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(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 such Seller, such Seller shall permit or, in the case of the SUBI Seller, cause the Titling Trust to 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 such Seller or the Titling Trust, as applicable, to examine the
records, internal controls and procedures maintained by such Seller or the Titling Trust with respect to the applicable CEF Assets
and, with respect to assets allocated to the Series 2013-1 SUBI, the SUBI Assets and take copies and extracts therefrom, and
to discuss such Seller’s or the Titling Trust’s affairs with its officers, employees and, upon notice to such Seller
or the Titling Trust, as applicable, independent accountants. Such Seller shall authorize or, in the case of the SUBI Seller, shall
cause the Titling Trust to authorize such officers, employees and independent accountants to discuss with the Purchaser (or such
Person as the Purchaser may designate) the affairs of such Seller as such affairs relate to the CEF Assets or, in the case of the
SUBI Seller, the SUBI Assets. Any audit provided for herein shall be conducted in accordance with such Seller’s or the Titling
Trust’s rules respecting safety and security on its premises and without materially disrupting operations. If an Event of
Default shall have occurred and be continuing, such Seller shall provide or, in the case of the SUBI Seller, cause the Titling
Trust to 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. Such Seller shall comply with all federal, state and local laws and regulations applicable
to it and the related CEF Assets and, in the case of the SUBI Seller, the SUBI 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. Such Seller shall preserve and maintain its corporate existence, rights, franchise and
privileges in the jurisdiction of its incorporation; provided, that (i) such Seller may change its jurisdiction of
organization upon thirty (30) days’ notice to the Purchaser, and upon taking all actions necessary to maintain the perfected
ownership interest of the Purchaser in the Purchased Assets and (ii) such Seller may merge or consolidate with, or convey
substantially all of its assets to any Person, so long as such Person assumes such Seller’s obligations under this Agreement,
either contractually or by operation of law.


 


(e)Notice
of Material Event. Such 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, such Seller proposes to take with respect thereto:


 






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		(i)	any Litigation commenced, or to the knowledge of such Seller, threatened against it or with respect
to or in connection with all or any substantial portion of the CEF Assets and, in the case of the SUBI Seller, the SUBI Assets
or developments in such Litigation in each case that such Seller believes has a reasonable risk of being determined adversely to
it and that could, if determined adversely, have a Material Adverse Effect on such Seller and, in the case of the SUBI Seller,
the Titling Trust or the Purchaser; or



 


		(ii)	the commencement of a case or proceeding by or against such Seller seeking a decree or order in
respect to it (A) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar
law, (B) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Seller
or for any substantial part of such Seller’s assets, or (C) ordering the winding-up or liquidation of the affairs of
such Seller and, in the case of the SUBI Seller, the Titling Trust.



 


(f)Separate
Identity. Such Seller shall, to the extent applicable to it, act in a manner that is consistent with the statements set forth
in Exhibit 4.3(f).


 


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


 


Section 4.4Negative
Covenants of the Sellers. Each Seller covenants and agrees that, without the prior written consent of the Purchaser, from and
after the Closing Date and until the earlier of the Redemption Date or the Class C Maturity Date:


 


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


 


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


 


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


 






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(d)No
Proceedings. From the Closing Date and until the date one (1) year plus one (1) day following the date on which all amounts
due with respect to the Notes have been paid in full in cash, such 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
such Seller’s right to pursue any other creditor rights or remedies that such Seller may have under applicable law.


 


ARTICLE
V



INDEMNIFICATION


 


Section 5.1Indemnification.
Without limiting any other rights that the Purchaser or any of its Stockholders, officers, directors, employees, attorneys, agents
or representatives or assigns (each, a “Purchaser Indemnified Person”) may have hereunder or under applicable
law, each Seller hereby, severally and not jointly, 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 any Receivable to be originated in compliance with all requirements
of law; provided, that no Seller shall 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 Receivables, 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 such Seller
under this Agreement.


 


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


 


ARTICLE
VI



MISCELLANEOUS


 


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


 






    	 	9	Receivables Sale Agreement



    	 



    




 


If to GE Capital:


 


General Electric Capital Corporation

201 Merritt 7

Norwalk, Connecticut 06851

Attention: General Counsel

Telephone: (203) 229-5000

Facsimile: (203) 956-4296


 


If to the SUBI Seller:


 


GE Capital Title Holding Corp.

300 E. John W. Carpenter Freeway

Suite 510

Irving, Texas 75062

If to Purchaser:


 


CEF Equipment Holding, L.L.C.

10 Riverview Drive

Danbury, Connecticut 06810

Attention: Capital Markets Operations

Telephone: (203) 749-2101

Facsimile: (203) 749-4054


 


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


 






    	 	10	Receivables Sale Agreement



    	 



    




 


(b)Upon
discovery by any 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, 4.3 or 4.4, which breach is reasonably likely to have a Material
Adverse Effect on the applicable CEF Assets, the party discovering the same shall give prompt written notice thereof to the other
parties hereto. As liquidated damages, the Purchaser shall, on the Transfer Date relating to the Collection Period during which
the breach is discovered, request the applicable Seller to, and such Seller shall pay to, or at the direction of, the Purchaser
the Purchase Amount for the applicable CEF Assets (measured at the end of the Collection Period during which such breach is discovered).
Upon such payment, all rights, title and interest of the Purchaser in and to such CEF Assets or SUBI Assets, as applicable, will
be deemed to be automatically released without the necessity of any further action by the Purchaser, the applicable Seller or any
other party and such CEF Assets or SUBI Assets, as applicable, will become the property of such Seller.


 


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


 


Section 6.3Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each Seller and the Purchaser and their
respective successors and permitted assigns, except as otherwise provided herein. No Seller may 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 any Seller without the prior express written consent
of the Purchaser shall be void. Each Seller acknowledges that under the Purchase and Sale Agreement the Purchaser will assign its
rights granted hereunder to the Issuer, and upon such assignment, the Issuer shall have, to the extent of such assignment, all
rights of the Purchaser hereunder and the Issuer may in turn transfer such rights. The terms and provisions of this Agreement are
for the purpose of defining the relative rights and obligations of each of the Sellers and the Purchaser with respect to the transactions
contemplated hereby and no Person shall be a third-party beneficiary of any of the terms and provisions of this Agreement.


 


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


 


(b)Except
as otherwise expressly provided herein or in any other Related Document, no termination or cancellation (regardless of cause or
procedure) of any commitment made by the Purchaser under this Agreement shall in any way affect or impair the obligations, duties
and liabilities of any Seller or the rights of the Purchaser relating to any unpaid portion of any and all recourse and indemnity
obligations of such 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 earlier to occur
of the Redemption Date or Class C 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 any 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 Class C Maturity Date or (ii) the Redemption Date; provided, that the rights
and remedies pursuant to Section 6.2(b), the indemnification and payment provisions of Article V, and the
provisions of Sections 4.4(c), 6.3, 6.4(b), 6.12 and 6.15 shall be continuing and shall
survive any termination of this Agreement.


 






    	 	11	Receivables Sale Agreement



    	 



    




 


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


 


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


 


Section 6.7GOVERNING 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 LAWS PROVISIONS THEREOF EXCEPT SECTIONS 5-1401
AND 5-1402 OF THE GENERAL OBLIGATION LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


(b)EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED
FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PURCHASER FROM BRINGING SUIT OR TAKING
OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE CEF ASSETS OR ANY SECURITY FOR THE OBLIGATIONS OF ANY SELLER ARISING
HEREUNDER OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE PURCHASER. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE
TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT
SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE
OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT
AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH
SECTION 6.1 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF
OR THREE (3) 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.


 






    	 	12	Receivables Sale Agreement



    	 



    




 


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


 


Section 6.9Severability.
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.


 






    	 	13	Receivables Sale Agreement



    	 



    




 


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


 


Section 6.11No
Setoff. No Seller’s obligations under this Agreement shall be affected by any right of setoff, counterclaim, recoupment,
defense or other right such Seller might have against the Purchaser, all of which rights are hereby expressly waived by such Seller.


 


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


 


Section 6.13Further Assurances.
(a) Each 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. Each Seller
hereby authorizes the Purchaser to file any such financing or continuation statements without the signature of such 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 CEF Assets or any part thereof shall be sufficient as a notice or financing statement where permitted by
law. If any amount payable under or in connection with any of the CEF Assets is or shall become evidenced by any instrument, such
instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory
to the Purchaser immediately upon the applicable Seller’s receipt thereof and promptly delivered to or at the direction of
the Purchaser.


 


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


 


Section 6.14Accounting
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 thirty (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.


 






    	 	14	Receivables Sale Agreement



    	 



    




 


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


 


(b)Release
of Claims. Each of the SUBI Seller and the Purchaser agrees to release and waive all claims against or with respect to any
Titling Trust Assets other than, in the case of the SUBI Seller, the Titling Trust Assets included from time to time in the UTI
or any Other SUBI and proceeds therefrom or, in the case of the Purchaser, the SUBI Assets, and, in each case, in the event that
such release is not given effect, to fully subordinate all claims it may be deemed to have against such released assets.


 


[signatures follow]


 






    	 	15	Receivables Sale Agreement



    	 



    




 


IN WITNESS WHEREOF,
the parties have caused this RECEIVABLES 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: 	
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as a Seller
	 	 	 
	 	 	 
	 	By: 	
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	 	 
	 	GE CAPITAL TITLE
    HOLDING CORP., as a Seller
	 		 
		 	 
	 	By	
	 	Name: 	 
	 	Title:	 


 






    	 	S-1	Receivables Sale Agreement



    	 



    

 


Schedule 4.1(b)


 


UCC
INFORMATION


 


	General Electric Capital Corporation	 
	 	 
	True Legal Name:	General Electric Capital Corporation
	 	 
	Jurisdiction of Organization:	Delaware
	 	 
	Executive Offices/Principal Place of Business:	201 Merritt 7

Norwalk, Connecticut 06851
	 	 
	Collateral Locations:	Danbury, Connecticut

El Paso, Texas

Billings, Montana

Mexico




	Trade Names:	GE Capital
	 	 
	FEIN:	13-1500700
	 	 
	Organizational Identification Number:	3174543


 


 


	GE Capital Title Holding Corp. 	 
	 	 
	True Legal Name:	GE Capital Title Holding Corp.
	 	 
	Jurisdiction of Organization:	Delaware
	 	 
	Executive Offices/Principal Place of Business:	300 E. John W. Carpenter Freeway

Suite 510

Irving, Texas 75062
	 	 
	Collateral Locations:	Danbury, Connecticut

El Paso, Texas

Billings, Montana

Mexico
	 	 
	Trade Names:	N/A
	 	 
	FEIN:	27-0337630
	 	 
	Organizational Identification Number:	GC3884


 






    	 	Sch. 4.1(b)-1	Receivables Sale Agreement



    	 



    

 





Schedule I


 


Schedule of GECC Receivables


 


[On file with Mayer Brown LLP]


 






    	 	Sch. I-1	Receivables Sale Agreement



    	 



    




 


Schedule II


 


Schedule of GECTHC Receivables



[On file with Mayer Brown LLP]


 






    	 	Sch. II-1	Receivables Sale Agreement



    	 



    




 


Exhibit 4.3(f)


SEPARATE IDENTITY PROVISIONS


 


The Purchaser and each
of the Sellers 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 each Seller or any other Subsidiary or Affiliate of any Seller.
In addition to the foregoing, such steps and indicia of the Purchaser’s separate identity include the following:


 


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


 


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


 


(c)Each of the
Sellers 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 Sellers 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 CEF Assets may be conducted
through agents. However, any allocations of direct, indirect or overhead expenses for items shared between the Purchaser, GE Capital
or GE Capital Title Holding Corp. 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
Sellers 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 any Seller
or from those of any other Person or entity, including any other Subsidiary or Affiliate of any Seller, including the Titling Trust.
Except as set forth below, the Purchaser does and will maintain its own books of account and corporate records separate from each
of the Sellers or any Subsidiary or Affiliate of any of the Sellers. 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 any Seller or any Subsidiary or Affiliate of any Seller except as
specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to, if
applicable, any such Person’s retention, in its capacity as agent or custodian for the Purchaser, of the books and records
pertaining to the CEF Assets. However, any such agent or custodian will not generally make the books and records relating to the
CEF Assets available to any of any such Person’s creditors or other interested persons of the Purchaser or any Seller. The Purchaser
does not and will not maintain joint bank accounts or other depository accounts to which any Seller or any Subsidiary or Affiliate
of any Seller (other than in its capacity as agent for the Purchaser, if applicable) has independent access;


 






    	 	Exh. 4.2(f)-i	Receivables Sale Agreement



    	 



    




 


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


 


(h)The transactions
among the Purchaser on the one hand and the Sellers and Affiliates of the Seller, on the other, including, in the case of GE Capital,
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. None of the Sellers 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 and warranties made by any Seller
to the Purchaser relating to the CEF Assets and their prior ownership and servicing thereof. The Purchaser will not guarantee the
debts of any Seller;


 


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


 


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


 


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


 


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


 


* * * * * *


 






    	 	Exh. 4.3(f)-ii	Receivables Sale Agreement



    	 



    




 


ANNEX A



to



RECEIVABLES SALE AGREEMENT



dated as of



March 20, 2013


 






    	Annex A to
Receivables Sale Agreement



    	 



    




 


DEFINITIONS
AND INTERPRETATION


 


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


 


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


 


“Administration
Agreement” means the Administration Agreement, dated as of March 20, 2013, by and 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, the Lien in favor of the Titling Trust Collateral Agent under the Tilting
Trust Collateral Agency Agreement, 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.


 


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


 


“CEF Limited
Liability Company Agreement” means the Second Amended and Restated Limited Liability Company Agreement of the Purchaser
dated as of September 25, 2003.


 


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


 






    	Annex A to
Receivables Sale Agreement



    	 



    




 


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


 


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


 


“Class C Maturity
Date” means the Payment Date in March 2021.


 


“Closing Date”
means March 20, 2013.


 


“Collection
Period” means, for any Seller or, with respect to the SUBI Assets, the Titling Trust, and with respect to any
Payment Date, such Seller’s fiscal month preceding the fiscal 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 Payment Date the sum (without duplication) of (A) all amounts, whether in the form of cash, checks, drafts, or other
instruments, received during the related Collection Period in payment or prepayment of, or applied to, any amount owed by an Obligor
on account of any Receivable during the related Collection Period, including all amounts received on account of such Receivable
(including interest) and all other fees and charges (other than amounts attributable to maintenance, taxes and similar charges),
(B) all proceeds from the sale, re-lease, continued use, or other disposition of such CEF Assets or SUBI Assets, as applicable,
including the related Equipment and the Related Security (other than the sale to Purchaser under the Sale Agreement and the
sale to Issuer under the Purchase and Sale Agreement); provided, that, in the case of any Lease, any such proceeds shall
not exceed the TRAC Amount for such Lease, and (C) any Recoveries received during the related Collection Period.


 


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


 


“Contract”
means any arrangement (including any invoice) pursuant to, or under which, an Obligor shall be obligated to make payments
with respect to any Receivable.


 


“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 those types of receivables secured by equipment and
collections on such types of receivables.


 


“Cut-off Date”
means February 2, 2013.


 


“Defaulted
Receivable” means a Receivable, which has not been repurchased pursuant to Section 7.2 of the Purchase and Sale Agreement
and with respect to which (i) the Servicer on behalf of the Issuer or, if that Receivable is a Lease, the Titling Trust has repossessed
the Equipment related to such Receivable or (ii) all or any portion of the Loan Value or the Lease Value, as applicable, is
deemed uncollectible in accordance with the Credit and Collection Policy.


 






    	 	A-2	Annex A to
Receivables Sale Agreement



    	 



    




 


“Disposition
Excess” means, with respect to any Lease, the excess (if any) of the proceeds from any sale or other disposition of the
related Equipment over the TRAC Amount.


 


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


 


“Eligible
Receivable” means as to each Receivable as of the Cut-off Date:


 


(i) Characteristics
of Receivables. Such Receivable: (A) was either originated in the United States of America by GE Capital or the Titling Trust,
as applicable, in connection with the financing or lease of Equipment in the ordinary course of business of GE Capital or
the Titling Trust, as applicable, or acquired by GE Capital or the Titling Trust, as applicable, in the ordinary course of its
business, and, in each case, was fully and properly executed by the parties thereto, (B) has created a valid, subsisting and
enforceable first priority security interest (except to the extent the Equipment secures any receivable that is cross-collateralized
with such Receivable) in the Equipment in favor of GE Capital or the Titling Trust, as applicable, and, in the case such Receivable
is a Loan, such Receivable has been assigned from GE Capital to the Purchaser on the Closing Date, and (C) contains customary
and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral
of the benefits of the security.


 


(ii)
Schedules of Receivables. The information set forth on Schedule I, and Schedule II 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 the applicable Seller to be adverse to the interests of the Purchaser were utilized in selecting the Receivables. The computer
tape regarding the Receivables made available to Purchaser and its assigns is true and correct in all material respects.


 


(iii)
Compliance with Law. Such Receivable and the sale or lease 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. Such Receivable 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. Such Receivable is not 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 Receivable 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 receivable that is cross-collateralized with such Receivable) in favor of the applicable
Seller or, in the case Equipment included in the Series 2013-1 SUBI, the Titling Trust Collateral Agent 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 such Seller or the Titling Trust Collateral Agent, as applicable, as secured party.


 






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(vii)
Receivables in Force. Such Receivable has not been satisfied, subordinated or rescinded, nor has any Equipment been released
from the Lien granted to secure such Receivable in whole or in part, other than with respect to Equipment securing a portion of
such Receivable for which payment in full has been received.


 


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


 


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


 


(x) Lawful
Assignment. Such Receivable has not been originated in, or is subject to the laws of, any jurisdiction under which the sale,
transfer and assignment of such Receivable or any interest therein, including under the Purchase and Sale Agreement, would be unlawful.


 


(xi)
All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Purchaser (if such Receivable
is a Loan) or the Collateral Agent (if such Receivable is a Lease) a first priority perfected ownership interest in such Receivable
have been made (except to the extent the Equipment secures any receivable that is cross-collateralized with such Receivable).


 


(xii)
One Original. There is only one original executed copy of the related Contract.


 


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


 


(xiv)
No Bankruptcies. The related Obligor was not noted in the related Receivable File as being the subject of a bankruptcy proceeding.


 


(xv)
No Repossessions. The Equipment securing, or related to, such Receivable is not in repossession status.


 


(xvi)
Instrument or Chattel Paper. Such Receivable 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.


 






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(xvii)
U.S. Obligors. Such Receivable is not 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 Receivable. Such Receivable is not more than thirty (30) days past due.


 


(xix)
No Consumer Contract. Such Receivable does not constitute a Consumer Contract.


 


“Equipment”
means any transportation equipment, together with all accessions thereto, securing an Obligor’s indebtedness under the related
Loan or that is subject to a Lease.


 


“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.


 


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


 


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


 


“GECTHC”
is defined in the preamble of the Sale Agreement.


 


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


 


“Guaranteed
Payment” means, for each Lease, the amount fixed by the related Obligor and the Titling Trust, at the inception of such
Lease to be owed by the related Obligor to the lessor at the expiration of the term of such Lease.


 


“Implicit
Rate of Return” means, with respect to any Receivable, the interest rate or discount rate used by the applicable
Seller or, in the case such Receivable is a Lease, the Titling Trust, to allocate periodic payments between principal
and interest on such Receivable.


 


“Indemnified
Amounts” means, with respect to any Person, any and all damages, losses, liabilities and expenses (including reasonable
attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal)
arising from, as a result of or in connection with any suit, action, proceeding or claim against or involving such Person.


 


“Indenture”
means the Indenture, dated March 20, 2013, between the Issuer and the Indenture Trustee.


 






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“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 March 20, 2013, among the Issuer, GE Capital and the Titling
Trust.


 


“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 2013-1, a Delaware limited liability company, until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained in the Indenture and required by the Trust Indenture
Act of 1939, each other obligor on the Notes.


 


“Issuer Limited
Liability Company Agreement” means the Limited Liability Company Agreement of the Issuer, dated as of March 20,
2013, between the Managing Member and the Issuer.


 


“Lease”
means any TRAC lease included in the Schedule of Receivables.


 


“Lease Value”
means, for any Lease that is not a Defaulted Receivable on any day (including the Cut-off Date), the sum of (i) the future Scheduled
Payments on such Lease discounted monthly at the applicable Implicit Rate of Return, plus (ii) any past due Scheduled Payments
on such Lease reflected on the Servicer’s records, plus (iii) the present value of the Guaranteed Payment, discounted monthly
at the applicable Implicit Rate of Return. Defaulted Receivables that are Leases shall be deemed to have a Lease Value equal to
the outstanding Lease Value at the time it became a Defaulted Receivable less the amount written-off as uncollectible in accordance
with the Credit and Collection Policy.


 


“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 Receivable by
operation of law as a result of any act or omission by the related Obligor.


 


“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 Schedules of Receivables.


 


“Loan Value”
means for any Loan that is not a Defaulted Receivable 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 the applicable Implicit Rate of Return plus (ii) 
any past due Scheduled Payments reflected on the Servicer’s records plus (iii) the unamortized amounts of any purchase premiums
minus (iv) the unamortized amounts of any purchase discounts and (B) with respect to Simple Interest Loans, (i) the balance reflected
on the Servicer’s records plus (ii) the unamortized amounts of any purchase premiums minus (iii) the unamortized amounts
of any purchase discounts. Defaulted Receivables that are Loans shall be deemed to have a Loan Value equal to the outstanding Loan
Value at the time it became a Defaulted Receivable less the amount written off as uncollectible in accordance with the Credit and
Collection Policy.


 






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“Managing
Member” means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor 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 Receivables, the Contracts therefor,
any interest related thereto or the ownership interests or Liens of such Person thereon or the priority of such interests or Liens
in each case which affects the Receivables, the Contracts 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 any Loan or Lease, any Person who owes payments under such a Loan or Lease.


 


“Other SUBI”
means any special unit of beneficial interest in the Titling Trust other than the Series 2013-1 SUBI.


 


“Payment Date”
means, with respect to each Collection Period, the 24th 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 April 24, 2013.


 


“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 a Seller or any Affiliate thereof is a party as lessee made in the
ordinary course of business; (d) deposits securing statutory obligations of a 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 a Seller or any Affiliate thereof is a party; (h) any attachment
or judgment Lien not constituting an Event of Default; (i) presently existing or hereinafter created Liens in favor of the
Purchaser, the Issuer or the Indenture Trustee; and (j) presently existing or hereinafter created Liens on personal property
or Equipment which are subordinate to or pari passu with the Liens in favor of the Purchaser, the Issuer or the Indenture
Trustee.


 






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“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 (a) with respect to any Loan, 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 Defaulted Receivable, as of the day immediately prior to such Loan becoming a Defaulted Receivable)
plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to the applicable Implicit Rate of Return
and (b) with respect to any Lease and its related Equipment, an amount equal to the Lease Value of the applicable Lease and its
related Equipment, as of the first day of the immediately following Collection Period (or, with respect to any applicable Lease
that is a Defaulted Receivable, as of the day immediately prior to such Lease becoming a Defaulted Receivable).


 


“Purchase
and Sale Agreement” means the Receivables Purchase and Sale Agreement, dated as of March 20, 2013, by and between the
Transferor and the Issuer.


 


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


 


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


 


“Receivable”
means, with respect to any Loan or Lease, all indebtedness of the related Obligor (whether constituting an account, chattel paper,
document instrument or general intangible) under that Loan or Lease.


 


“Receivable
Files” means:


 


		(i)	the original fully executed copy of the Receivable and related Contract;



 


		(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 related Equipment; and



 


		(iv)	any and all other material documents relating to a Receivable, an Obligor or any of the related
Equipment.



 


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


 






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“Records”
means all notes, leases, 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 applicable Seller,
the Titling Trust, the Servicer, any Sub-Servicer or the Issuer with respect to the Receivables, the Contracts, the Related
Security, the other CEF Assets, and the Obligors thereunder.


 


“Recoveries”
means, with respect to any Receivable, monies collected in respect thereof, from whatever source (other than from the sale or other
disposition of the related Equipment), in any Collection Period after the Lease Value or the Loan Value of such Receivable,
as applicable, 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,
the Titling Trust Agreement (solely to the extent it pertains to the Series 2013-1 SUBI), the Series 2013-1 SUBI Supplement, the
Series 2013-1 Collateral Agency Supplement, 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 Annexes, Exhibits and Schedules 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 Receivable: (a) any interest (including security interests or ownership 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 Receivable whether pursuant to a Contract related to such Receivable or otherwise (including rights (if any) to
receive proceeds on insurance policies covering the Obligors); and (c) all Records relating to such Receivable.


 


“Sale Agreement”
means the Receivables Sale Agreement, dated March 20, 2013, among GE Capital, GE Capital Title Holding Corp. and the Purchaser.


 


“Scheduled
Payment” (a) on a Loan means that portion of the payment required to be made by the Obligor during any Collection
Period sufficient to amortize the loan 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 applicable Implicit Rate of Return and (b) on a Lease means any payment required to be made by the Obligor under that
Lease during the related Collection Period. The principal component of a Scheduled Payment on a Lease means the full required amount
of the Scheduled Payment, less an imputed yield component based on the discount rate used in determining the present value of scheduled
payments payable under the Lease, as determined by the applicable Seller for such Lease; provided, that, in the case
of (b), Termination Values shall also constitute Scheduled Payments.


 






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


 


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


 


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


 


“Seller”
means GE Capital and GE Capital Title Holding Corp., each in its capacity as a seller under the Sale Agreement, and their respective
successors and assigns.


 


“Series 2013-1
Collateral Agency Supplement” means the Series 2013-1 Supplement to the Collateral Agency Agreement.


 


“Series 2013-1
SUBI” means that special unit of beneficial interest of the Titling Trust created by the Initial Beneficiary in connection
with the transaction contemplated in the Related Documents.


 


“Series 2013-1
SUBI Certificate” means the certificate of beneficial ownership, representing beneficial ownership of the Titling Trust
Assets comprising the Series 2013-1 SUBI, issued pursuant to the Series 2013-1 SUBI Supplement.


 


“Series 2013-1
SUBI Supplement” means the Series 2013-1 Supplement to the Titling Trust Agreement, dated March 20, 2013.


 


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


 


“Servicing
Agreement” means the Servicing Agreement, dated as of March 20, 2013, by and among the Issuer, the Servicer and
the Titling Trust.


 


“Servicing
Fee” is defined in the Servicing Agreement.


 


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


 


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


 






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“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.


 


“SUBI”
means a special unit of beneficial interest in the Titling Trust.


 


“SUBI Assets”
means the Leases, the SUBI Equipment and any related assets allocated to the Series 2013-1 SUBI.


 


“SUBI Equipment”
means the Equipment related to any Lease.


 


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


 


“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.


 


“Termination
Value” means the “Termination Value” (if any) payable by the Obligor pursuant to the applicable Receivable.


 


“Titling
Trust” means GE TF Trust, a Delaware statutory trust.


 






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“Titling Trust
Agreement” means the Amended and Restated Trust Agreement, dated as of April 30, 2012, by and between GE Capital Title
Holding Corp., a Delaware corporation, as settlor and initial beneficiary and Wilmington Trust Company, a Delaware trust company,
as UTI trustee, Administrative trustee and Delaware trustee.


 


“Titling Trust
Assets” means, at any time, all assets owned by the Titling Trust at such time.


 


“Titling Trust
Collateral Agency Agreement” means the Amended and Restated Collateral Agency Agreement, dated as of April 30, 2012,
by and among the Titling Trust, GE Title Agent, LLC, a Delaware limited liability company, as collateral agent and GE Capital.


 


“Titling Trust
Collateral Agent” means GE Title Agent, LLC, a Delaware limited liability company, as Collateral Agent under the Titling
Trust Collateral Agency Agreement, or any other Person designated as collateral agent under that agreement.


 


“TRAC Amount”
means, with respect to any Lease, the sum of (a) the Guaranteed Payment with respect to such Lease and (b) any accrued and unpaid
payments owing to the Titling Trust, as lessor, under such Lease.


 


“Transfer
Date” is defined in the Indenture.


 


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


 


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


 


“UTI”
means the undivided beneficial interest in all the Titling Trust Assets that were not allocated to the Series 2013-1 SUBI or any
other SUBI.


 


SECTION 2.Other
Interpretive Matters. All terms defined directly or by incorporation in the Sale Agreement shall have the defined meanings
when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of the
Sale Agreement (including in this Annex A) and all related certificates and other documents, unless the context otherwise
requires: (a) accounting terms not otherwise defined in such Agreement, and accounting terms partly defined in such Agreement
to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; and
unless otherwise provided, references to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance
with GE Capital’s fiscal calendar; (b) terms defined in Article 9 of the UCC and not otherwise defined in such Agreement
are used as defined in that Article; (c) references to any amount as on deposit or outstanding on any particular date means
such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder”
and words of similar import refer to such Agreement (or the certificate or other document in which they are used) as a whole and
not to any particular provision of such Agreement (or such certificate or document); (e) references to any Section, Schedule
or Exhibit are references to Sections, Schedules and Exhibits in or to such Agreement (or the certificate or other document in
which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition
refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including”
means “including without limitation”; (g) references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (h) references to any agreement refer to that agreement as
from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with
its terms; (i) references to any Person include that Person’s successors and assigns; and (j) headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.


 






    	 	A-12	Annex A to
Receivables Sale Agreement