EXECUTION COPY







 


ADMINISTRATION AGREEMENT








between





GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1,

as Issuer



and



GENERAL ELECTRIC CAPITAL CORPORATION,

as Administrator



Dated as of March 20, 2013


 






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Table
of Contents


 


Page





 


	1.	Duties of the Administrator	1
	2.	Records	6
	3.	Compensation	6
	4.	Additional Information to be Furnished to the Issuer	6
	5.	Independence of the Administrator	6
	6.	No Joint Venture	7
	7.	Other Activities of the Administrator	7
	8.	Term of Agreement; Resignation and Removal of the Administrator	7
	9.	Action upon Termination, Resignation or Removal	8
	10.	Notices	9
	11.	Amendments	9
	12.	Successors and Assigns	9
	13.	Governing Law	10
	14.	Other Interpretive Matters	11
	15.	Headings	11
	16.	Counterparts	11
	17.	Severability	12
	18.	Not Applicable to the Administrator in Other Capacities	12
	19.	Limitation of Liability of the Managing Member	12
	20.	Indemnification	12


 






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ADMINISTRATION AGREEMENT,
dated as of March 20, 2013, between GE Equipment Transportation LLC, Series 2013-1, a Delaware limited liability company (the “Issuer”),
and General Electric Capital Corporation, a Delaware corporation, as administrator (the “Administrator”).


 


RECITALS


 


WHEREAS,
the Issuer is issuing 0.26000% Class A-1 Notes, 0.50% Class A-2 Notes, 0.69% Class A-3 Notes, 0.90%, Class A-4 Notes (together
with the Class A-3 Notes, the Class A-2 Notes and the Class A-1 Notes, the “Class A Notes”), 1.23% Class B Notes
(the “Class B Notes”), and 1.54% Class C Notes (the “Class C Notes,” and together with the
Class A Notes and the Class B Notes, the “Notes”), pursuant to the Indenture, dated as of the date hereof (as amended
and supplemented from time to time in accordance with the provisions thereof, the “Indenture”), between
the Issuer and the Indenture Trustee (capitalized terms used herein and not otherwise defined herein are defined in the Indenture);


 


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


 


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


 


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


 


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


 


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


 


1.Duties of the Administrator.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(x)the
monitoring and enforcement of the obligations of the Servicer under the Servicing Agreement (Section 3.7);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xix)the
notification of the Indenture Trustee in writing if the Notes become listed on any stock exchange or market trading system (Section
6.14);


 


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


 


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


 






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


 


(xxiii)the
provision of written notices to Noteholders regarding special record dates, special payment dates and the amounts to be paid to
Noteholders on such dates (Section 8.3(d));


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(E)the
removal of the Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(e)Upon the Administrator’s
receipt of notice of termination, pursuant to Sections 8(c) or (d), or the Administrator’s resignation
in accordance with this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator
under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date
is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of: (x)
the date forty-five (45) days from the delivery to the Issuer, the Indenture Trustee and the Servicer of written notice of such
resignation (or written confirmation of such notice) in accordance with this Agreement and (y) the date upon which the predecessor
Administrator shall become unable to act as Administrator, as specified in the notice of resignation and accompanying Opinion of
Counsel. In the event of the Administrator’s termination hereunder, the Issuer shall appoint a successor Administrator, and
the successor Administrator shall accept its appointment by a written assumption.


 


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


 


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


 


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


 


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


 


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


 






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


 


		(a)	if to the Issuer, to:



 


GE Equipment Transportation LLC, Series 2013-1

c/o General Electric Capital Corporation

10 Riverview Drive

Danbury, Connecticut 06810

Attention: Capital Markets Operations


 


		(b)	if to the Administrator, to:



 


General Electric Capital Corporation,

as Administrator

201 Merritt 7

Norwalk, Connecticut 06851

Attention: General Counsel

Telephone:(203) 229-5000

Facsimile:(203) 956-4296


 


		(c)	if to the Indenture Trustee, to:



 


Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Agency and Trust – GE Equipment Transportation 2013-1


 


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


 


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


 


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


 






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


 


(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 ANY OF THE PARTIES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION
TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PARTY. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED
UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT
AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 10 AND THAT SERVICE
SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN
THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


[signature page follows]


 






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


 


	 	GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1
		 	 
	 	By:	CEF Equipment Holding, L.L.C.,
	 	 	its Managing Member
	 	 	 
	 	 	 
	 	By: 	/s/ Thomas A. Davidson
	 	Name: 	Thomas A. Davidson
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator
	 	 
	 	 
	 	By: 	/s/ Thomas A. Davidson
	 	Name:	Thomas A. Davidson
	 	Title:	Attorney-In-Fact


 


Accepted and agreed:



CEF EQUIPMENT HOLDING, L.L.C.,


not
in its individual capacity but


solely as Managing Member under


the Issuer Limited Liability


Company Agreement


 


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


 






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