EXECUTION COPY


RECEIVABLES PURCHASE AND SALE AGREEMENT


 


Dated as of March 20, 2013


 


between


 




CEF EQUIPMENT HOLDING, L.L.C.,

as Seller


 




and


 


GE EQUIPMENT TRANSPORTATION LLC, SERIES
2013-1



as Purchaser


 






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TABLE OF CONTENTS


 


	Section	Page Number










 


	ARTICLE I     DEFINITIONS AND INTERPRETATION	1
	Section 1.1	Definitions	1
	Section 1.2	Rules of Construction	1
	ARTICLE II     SALES OF PURCHASER ASSETS	1
	Section 2.1	Sale of Purchaser Assets	1
	Section 2.2	Grant of Security Interest; Subordination	2
	Section 2.3	Sale Price	3
	Section 2.4	Removal and Sale of Purchaser Assets	4
	ARTICLE III     CONDITIONS PRECEDENT	5
	Section 3.1	Conditions to Sale	5
	ARTICLE IV     REPRESENTATIONS, WARRANTIES AND COVENANTS	6
	Section 4.1	Representations and Warranties of the Seller	6
	Section 4.2	Affirmative Covenants of the Seller	7
	Section 4.3	Negative Covenants of the Seller	9
	Section 4.4	Perfection Representations and Warranties	9
	ARTICLE V     INDEMNIFICATION	9
	Section 5.1	Indemnification	9
	ARTICLE VI     CLEAN-UP CALL	10
	Section 6.1	Clean-up Call	10
	ARTICLE VII     MISCELLANEOUS	10
	Section 7.1	Notices	10
	Section 7.2	No Waiver; Remedies	11
	Section 7.3	Successors and Assigns	12
	Section 7.4	Termination; Survival of Obligations	12
	Section 7.5	Complete Agreement; Modification of Agreement	13
	Section 7.6	Amendments and Waivers	13
	Section 7.7	GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	13
	Section 7.8	Counterparts	14
	Section 7.9	Severability	14
	Section 7.10	Section Titles	14
	Section 7.11	No Setoff	15
	Section 7.12	Confidentiality	15
	Section 7.13	Further Assurances	15
	Section 7.14	Accounting Changes	15
	Section 7.15	Release of Claims	16


 





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


 






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This RECEIVABLES PURCHASE
AND SALE AGREEMENT (“Agreement” or “Purchase and Sale Agreement”) is entered into as of March
20, 2013, by and between CEF EQUIPMENT HOLDING, L.L.C. (the “Seller”), a Delaware limited liability company
and GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1, a Delaware limited liability company (the “Purchaser”).


 


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


 


ARTICLE
I



DEFINITIONS AND INTERPRETATION


 


Section 1.1Definitions.
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 PURCHASER ASSETS


 


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


 


		(i)	the Loans and all obligations of the Obligors thereunder, excluding amounts received thereunder
prior to or on the Cut-off Date;



 


		(ii)	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 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;



 


		(v)	the Series 2013-1 SUBI Certificate and the Series 2013-1 SUBI, including, but not limited to, all
of the Seller’s beneficial interest rights in the Leases identified on Schedule II to the Receivables Sale Agreement, the
related Receivable Files, and all Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess
(together, the “Purchaser SUBI Assets”);



 






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		(vi)	the Receivables Sale Agreement; and



 


		(vii)	all proceeds of the foregoing (all such assets, collectively, the “Purchaser Assets”).



 


(b)On
or before the Closing Date, the Seller shall (i) indicate in its records that the Purchaser Assets have been sold to the Purchaser
pursuant to this Agreement by so identifying the Purchaser Assets with an appropriate notation and (ii) with respect to each Loan,
deliver to the Purchaser or its designee Receivable Files.


 


Section 2.2Grant
of Security Interest; Subordination. (a) The parties hereto intend that the transfer, sale and assignment pursuant to Section
2.1 hereof shall constitute a purchase and sale and not a loan. Notwithstanding anything to the contrary set forth in this
Section 2.2, if a court of competent jurisdiction determines that the sale provided for herein constitutes the
grant of security for a loan (the “Deemed Loan ”) and not a purchase and sale or contribution, then:


 


		(i)	The parties hereto intend that this Agreement shall constitute a security agreement under applicable
law and that the Seller shall be deemed to have granted, and the Seller hereby grants, to the Purchaser a first priority lien and
security interest in and to all of the Seller’s right, title and interest in, to and under the Purchaser Assets, all Related
Documents to which the Seller is a party and all proceeds thereof (collectively, the “Deemed Collateral”). The
possession by the Purchaser of notes and such other goods, money, documents, chattel paper or certificated securities 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).



 


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



 






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


 


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


 


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



 


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


 


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


 


Section 2.3Sale
Price. On the Closing Date, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III,
pay the purchase price in the form of (i) the issuance and exchange of the Notes and (ii) an increase in the Seller’s equity
interest in the Purchaser (together, the “Purchaser Purchase Price”) as consideration for the Purchaser
Assets sold and transferred by the Seller to the Purchaser pursuant to Section 2.1 hereof, which Purchaser Purchase Price
shall be acknowledged by the Seller and the Purchaser to be the fair market value thereof.


 






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


 


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


 


(c)Upon
exercise of a Removal Option, the Seller shall be required to pay the Option Price specified in its Removal Option Notice to the
Purchaser within ten (10) Business Days of exercising its Removal Option or, with respect to any Lease, within ten (10) Business
Days of the earlier of exercising its Removal Option and reallocation of such Leases from the Series 2013-1 SUBI to the UTI by
the Initial Beneficiary. The proceeds of any sale of such Receivable and other related Purchaser Assets, after deduction of the
expenses of such sale incurred in connection therewith, shall be deposited in the Collection Account by the Seller no later than
the day before the next Payment Date.


 


(d)In
the event that a Receivable was originated by a business unit or equipment financing platform that the related Original Seller
or, in the case of any Lease, the Titling Trust wishes to exit, financed under a vendor program that is terminated in the ordinary
course by the related Original Seller or the Titling Trust, as applicable, or is part of an Obligor relationship that the related
Original Seller or, in the case such Receivable is a Lease, the Titling Trust elects to reduce or exit for risk exposure reasons
in accordance with its credit and collection policies, the Purchaser shall be entitled to sell such Receivable and other related
Purchaser Assets or, in the case that such Receivable is a Lease, the beneficial interest in such Lease and other related Purchaser
Assets to a third-party for a cash price equal to the greater of (x) the Purchase Amount and (y) the fair market value of the Receivable.
The proceeds of any sale of such Receivable or in the case of any Lease, the sale of the beneficial interest in such Lease and
other related Purchaser Assets, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited
by the Seller (to the extent such Purchaser Assets were sold to the Seller) no later than the day before the next Payment Date.


 






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ARTICLE
III



CONDITIONS PRECEDENT


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


ARTICLE
IV



REPRESENTATIONS, WARRANTIES AND COVENANTS


 


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


 


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


 


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


 


(c)Authorization,
Compliance with Law. The execution, delivery and performance by the Seller of this Agreement and the other Related Documents
to which it 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 action, and (ii) do not violate any provision of any law or regulation of any Governmental
Authority, or contractual or other restrictions, binding on the Seller, except where such violations, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


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


 






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(e)Solvency.
The Seller is Solvent.


 


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


 


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


 


(h)Receivables
and Other Purchaser Assets. With respect to each Receivable and the other Purchaser Assets sold by the Seller on the Closing
Date and included in the Series 2013-1 SUBI, the Seller represents and warrants that (i) such Receivable satisfies the criteria
for an Eligible Receivable as of the Cut-off Date; and (ii) immediately prior to their sale to the Purchaser, such Purchaser Assets
were owned by the Seller or, in the case of Purchaser SUBI Assets, by the Titling Trust and beneficially owned by the Seller, in
each case, free and clear of any Adverse Claim, and the Seller has had at all relevant times the full right, power and authority
to sell, contribute, assign, transfer and pledge its interest therein as contemplated under this Agreement and, upon such sale,
the Purchaser will acquire valid and properly perfected title to, and the sole record in all Purchaser 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 the 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 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 the Seller (or any predecessor in
interest).


 


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


 


Section 4.2Affirmative
Covenants of the Seller. The Seller covenants and agrees that, unless otherwise consented to by the Purchaser, from and after
the Closing Date until the earlier of the Class C Maturity Date or the Redemption Date:


 


(a)Records.
The 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 adequate Records with respect to such Receivable, including records
of all payments received, credits granted and merchandise returned with respect thereto.


 


(b)Access.
At any reasonable time, and from time to time at the Purchaser’s reasonable request, and upon at least seven (7) days prior
notice to the Seller, the Seller shall permit the Purchaser (or such Person as the Purchaser may designate), at the expense of
the Purchaser (or such Person as the Purchaser may designate), to conduct audits or visit and inspect any of the properties of
the Seller to examine the records, internal controls and procedures maintained by the Seller with respect to the Purchaser Assets
and take copies and extracts therefrom, and to discuss the Seller’s affairs with its officers, employees and, upon notice
to the Seller, independent accountants. The Seller shall authorize such officers, employees and independent accountants to discuss
with the Purchaser (or such Person as the Purchaser may designate) the affairs of the Seller as such affairs relate to the Purchaser
Assets. Any audit provided for herein shall be conducted in accordance with the Seller’s rules respecting safety and security
on its premises and without materially disrupting operations. If an Event of Default shall have occurred and be continuing, the
Seller shall provide such access at all times and without advance notice and shall provide the Purchaser (or such Person as the
Purchaser may designate) with access to its suppliers and customers.


 






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


 


(d)Maintenance
of Existence and Conduct of Business. The Seller shall preserve and maintain its limited liability company existence, rights,
franchise and privileges in the jurisdiction of its formation.


 


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


 


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



 


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



 






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


 


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


 


Section 4.3Negative
Covenants of the Seller. The Seller covenants and agrees that, without the prior written consent of the Purchaser, from and
after the Closing Date and until the earlier of the Redemption Date or the Class C Maturity Date:


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
V



INDEMNIFICATION


 


Section 5.1Indemnification.
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, the Seller hereby agrees to indemnify and hold harmless each Purchaser Indemnified Person from and against any and all Indemnified
Amounts that may be claimed or asserted against or incurred by any such Purchaser Indemnified Person to the extent arising from
or related to the failure of any Receivable to be originated in compliance with all requirements of law; provided, that
the Seller shall not be liable for any indemnification to a Purchaser Indemnified Person to the extent that any such Indemnified
Amounts result from (a) such Purchaser Indemnified Person’s bad faith, gross negligence or willful misconduct, (b) recourse
for uncollectible 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 the Seller under this Agreement.


 






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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



CLEAN-UP CALL


 


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


 


ARTICLE
VII



MISCELLANEOUS


 


Section 7.1Notices.
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 7.1), (c) one (1) Business Day after deposit with a reputable
overnight courier with all charges prepaid or (d) when delivered, if hand-delivered by messenger, all of which shall
be addressed to the party to be notified and sent to the address or facsimile number set forth below or to such other address (or
facsimile number) as may be substituted by notice given as herein provided. The giving of any notice required hereunder may
be waived in writing by the party entitled to receive such notice. Failure or delay in delivering copies of any notice, demand,
request, consent, approval, declaration or other communication to any Person (other than the Purchaser) designated in any
written communication provided hereunder to receive copies shall in no way adversely affect the effectiveness of such notice, demand,
request, consent, approval, declaration or other communication. Notwithstanding the foregoing, whenever it is provided herein that
a notice is to be given to any other party hereto by a specific time, such notice shall be effective only if actually received
by such party prior to such time, and if such notice is received after such time or on a day other than a Business Day, such notice
shall be effective only on the immediately succeeding Business Day.


 






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If to Seller:


 


CEF Equipment Holding, L.L.C.

10 Riverview Drive

Danbury, Connecticut 06810

Attention: Capital Markets Operations

Telephone: (203) 749-2101

Facsimile: (203) 749-4054


 


If to Purchaser:


 


GE Equipment Transportation LLC, Series 2013-1

10 Riverview Drive

Danbury, Connecticut 06810

Attention: Capital Markets Operations

Telephone: (203) 749-2101

Facsimile: (203) 749-4054


 


Section 7.2No Waiver; Remedies.
(a) Either party’s failure, at any time or times, to require strict performance by the other party hereto of any provision
of this Agreement shall not waive, affect or diminish any right of such party thereafter to demand strict compliance and performance
herewith. Any suspension or waiver of any breach or default hereunder shall not suspend, waive or affect any other breach or default
whether the same is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements,
warranties, covenants and representations of either party contained in this Agreement, and no breach or default by either party
hereunder, shall be deemed to have been suspended or waived by the other party hereto unless such waiver or suspension is by an
instrument in writing signed by an officer of or other duly authorized signatory of such party and directed to the defaulting party
specifying such suspension or waiver.


 


(b)Upon
discovery by the Seller or the Purchaser of any breach of any representation, warranty, undertaking or covenant made by such party
and described in Sections 4.1, 4.2 or 4.3, which breach is reasonably likely to have a Material Adverse
Effect on the applicable Purchaser Assets, the party discovering the same shall give prompt written notice thereof to the other
party hereto. As liquidated damages, the Purchaser shall, on the Transfer Date relating to the Collection Period during which
the breach is discovered, request the Seller to, and the Seller shall pay to, or at the direction of, the Purchaser the Purchase
Amount for the applicable Purchaser Assets (measured at the end of the Collection Period during which such breach is discovered)
, and, in the case the applicable Purchaser Assets are Purchaser SUBI Assets, the SUBI Seller shall cause the Titling Trust to
reallocate those SUBI Assets from the Series 2013-1 SUBI to the UTI. Upon such payment, all rights, title and interest of the Purchaser
in and to such Purchaser Assets will be deemed to be automatically released without the necessity of any further action by the
Purchaser, the Seller or any other party and such Purchaser Assets will become the property of the Seller.


 






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(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 7.3Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Seller and the Purchaser and their
respective successors and permitted assigns, except as otherwise provided herein. The Seller may not assign, transfer, hypothecate
or otherwise convey its rights, benefits, obligations or duties hereunder without the prior express written consent of the Purchaser.
Any such purported assignment, transfer, hypothecation or other conveyance by the Seller without the prior express written consent
of the Purchaser shall be void. The Seller acknowledges that under the Indenture the Purchaser will assign its rights granted hereunder
to the Indenture Trustee, and upon such assignment, the Indenture Trustee shall have, to the extent of such assignment, all rights
of the Purchaser hereunder and the Indenture Trustee may in turn transfer such rights. The terms and provisions of this Agreement
are for the purpose of defining the relative rights and obligations of the Seller and the Purchaser with respect to the transactions
contemplated hereby and no Person shall be a third-party beneficiary of any of the terms and provisions of this Agreement.


 


Section 7.4Termination; 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 the Seller or the rights of the Purchaser relating to any unpaid portion of any and all recourse and indemnity
obligations of the Seller to the Purchaser, due or not due, liquidated, contingent or unliquidated or any transaction or event
occurring prior to such termination, or any transaction or event, the performance of which is required after the earlier to occur
of the Class C Maturity Date or the Redemption Date. Except as otherwise expressly provided herein or in any other Related Document,
all undertakings, agreements, covenants, warranties and representations of or binding upon the Seller, and all rights of the Purchaser
hereunder shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full
force and effect until the earlier of (i) the Class C Maturity Date or (ii) the Redemption Date; provided, that the rights
and remedies pursuant to Section 7.2(b), the indemnification and payment provisions of Article V, and the provisions
of Sections 4.3(d), 7.3, 7.4(b) and 7.12 shall be continuing and shall survive any termination
of this Agreement.


 






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Section 7.5Complete
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 7.6.


 


Section 7.6Amendments
and Waivers. No amendment, modification, termination or waiver of any provision of this Agreement, or any consent to any departure
therefrom by either 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 7.7GOVERNING 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 PURCHASER ASSETS OR ANY SECURITY FOR THE OBLIGATIONS OF THE
SELLER ARISING HEREUNDER OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE PURCHASER. EACH PARTY HERETO SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES
ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED
IN ACCORDANCE WITH SECTION 7.1 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.


 






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


 


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


 


Section 7.9Severability.
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.


 


Section 7.10Section
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.


 






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Section 7.11No
Setoff. The Seller’s obligations under this Agreement shall not be affected by any right of setoff, counterclaim, recoupment,
defense or other right the Seller might have against the Purchaser, all of which rights are hereby expressly waived by the Seller.


 


Section 7.12Confidentiality.
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 7.13Further Assurances.
(a) The Seller shall, at its sole cost and expense, upon request of the Purchaser, promptly and duly authorize, execute and/or
deliver, as applicable, any and all further instruments and documents and take such further actions that may be necessary
or desirable or that the Purchaser may request to carry out more effectively the provisions and purposes of this Agreement or to
obtain the full benefits of this Agreement and of the rights and powers herein granted, including authorizing the filing of any
financing or continuation statements under the UCC with respect to the ownership interests or Liens granted hereunder. The Seller
hereby authorizes the Purchaser to file any such financing or continuation statements without the signature of the Seller to the
extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement or of any notice or financing
statement covering the Purchaser Assets or any part thereof shall be sufficient as a notice or financing statement where permitted
by law. If any amount payable under or in connection with any of the Purchaser Assets is or shall become evidenced by any instrument,
such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory
to the Purchaser immediately upon the Seller’s receipt thereof and promptly delivered to or at the direction of the Purchaser.


 


(b)If
the Seller fails to perform any agreement or obligation under this Section 7.13, the Purchaser may (but shall not be
required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Purchaser
incurred in connection therewith shall be payable by the Seller upon demand of the Purchaser.


 


Section 7.14Accounting
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 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.


 






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Section 7.15Release
of Claims. The Purchaser agrees to release and waive all claims against or with respect to any assets owned by the Titling
Trust, other than the SUBI Assets, and 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]


 






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


 





	 	CEF EQUIPMENT HOLDING, L.L.C.
	 	 	 
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	 	 
	 	GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-1
	 	 	 
	 	 	 
	 	By:	CEF Equipment Holding, L.L.C.,
	 	 	its Managing Member
	 	 	 
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 






    	 	S-1	Receivables Purchase and Sale Agreement



    	 



    




 


Schedule 4.1(b)


 


UCC
INFORMATION


 


	CEF Equipment Holding, L.L.C.	 
	 	 
	True Legal Name:	CEF Equipment Holding, L.L.C.
	 	 
	Jurisdiction of Organization:	Delaware
	 	 
	Executive Offices/Principal Place of Business:	10 Riverview Drive

Danbury, Connecticut 06810
	 	 
	Collateral Locations:	Danbury, Connecticut

El Paso, Texas

Billings, Montana

Mexico 
	 	 
	Trade Names:	N/A
	 	 
	FEIN:	20-0192070
	 	 
	Organizational Identification Number:	GC0971


 






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Schedule 4.4


 


PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS


 


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


 


General


 


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


 


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


 


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


 


Creation


 


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


 


Perfection


 


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


 


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


 


(a)Such instruments
or tangible chattel paper are in the possession of a custodian and the Purchaser has received a written acknowledgment from the
custodian that the custodian is holding such instruments or tangible chattel paper to effect the Purchaser’s security interest
therein; or


 






    	 	Sch. 4.4-1	Receivables Purchase and Sale Agreement



    	 



    




 


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


 


Priority


 


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


 


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


 


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


 


11.Seller to
Maintain Perfection and Priority. The Seller covenants that, in order to evidence the interests of the Seller and the Purchaser
under the Purchase and Sale Agreement, the Seller shall execute and deliver such instruments (other than effecting a Filing (as
defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including,
without limitation, such actions as are requested by the Purchaser) to maintain and perfect, as a first priority interest,
the Purchaser’s security interest in the Purchaser Assets. The Seller shall within the time limits established by law, prepare
and present to the Purchaser for the Purchaser to authorize (based in reliance on the Opinion of Counsel hereinafter provided for)
the Servicer to file all financing statements, amendments, continuations, initial financing statements in lieu of a continuation
statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue,
maintain and perfect the Purchaser’s security interest in the Purchaser Assets as a first-priority interest (each a “Filing”).
The Seller shall present each such Filing to the Purchaser together with (x) an Opinion of Counsel to the effect that such Filing
is (i) consistent with grant of the security interest to the Purchaser pursuant to the Granting Clause of the Purchase and Sale
Agreement, (ii) satisfies all requirements and conditions to such Filing in the Purchase and Sale Agreement and (iii) satisfies
the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform
Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization
for the Seller’s signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature
of the Seller where allowed by applicable law.


 






    	 	Sch. 4.4-2	Receivables Purchase and Sale Agreement



    	 



    




 


Schedule I


 


Schedule of CEF Receivables


 


[On file with Mayer Brown LLP]


 






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Exhibit 4.2(f)


 


SEPARATE IDENTITY PROVISIONS


 


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


 


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


 


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


 


(c)GE Capital will
issue consolidated financial statements, which include the Seller, the Purchaser and other Subsidiaries thereof. Consequently GE
Capital’s financial statements also will show Purchaser Assets that have been sold by the Seller to the Purchaser as assets
of GE Capital and its consolidated Subsidiaries. The Seller, GE Capital and the Purchaser will take certain actions to disclose
publicly the Purchaser’s separate existence and the transactions contemplated hereby, including through the filing of the
UCC Financing Statements. None of the Seller, GE Capital or the Purchaser has concealed or will conceal from any interested party
any transfers contemplated by the Related Documents;


 


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


 


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


 


(f)Each of the
Seller, GE Capital and the Purchaser does and will maintain its assets and liabilities in such a manner that it is not costly or
difficult to segregate, ascertain or otherwise identify the Purchaser’s individual assets and liabilities from those of the
Seller or GE Capital or from those of any other person or entity, including any other Subsidiary or Affiliate of the Seller or
GE Capital. Except as set forth below, the Purchaser does and will maintain its own books of account and corporate or limited liability
company records separate from the Seller and GE Capital or any other Subsidiary or Affiliate of the Seller and GE Capital. Monetary
transactions, including those with each other, are and will continue to be properly reflected in their respective financial records.
The Purchaser does not and will not commingle or pool its funds or other assets or liabilities with those of the Seller or GE Capital
or any other Subsidiary or Affiliate of the Seller or GE Capital except as specifically provided in the Related Documents with
respect to the temporary commingling of Collections and with respect to GE Capital’s retention, in its capacity as Servicer
of the Receivables and the related Equipment, of the books and records pertaining to the Purchaser Assets. However, GE Capital
will not generally make the books and records relating to the Purchaser Assets available to any of creditors or other interested
Persons of the Purchaser or the Seller. The Purchaser does not and will not maintain joint bank accounts or other depository accounts
to which the Seller or GE Capital or any other Subsidiary or Affiliate of the Seller or GE Capital (other than in GE Capital’s
capacity as Servicer) has independent access;


 






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


 


(h)The transactions
among the Purchaser and the Seller or GE Capital, including the terms governing any servicer advances and the amount and payment
of the Servicing Fee, are on terms and conditions that are consistent with those of arm’s-length relationships. Neither
the Seller or GE Capital is or will be, or holds or will hold itself out to be, responsible for the debts of the Purchaser, except
as provided in the representations made by GE Capital (including, if applicable, as a servicer or a sub-servicer) to the Purchaser
relating to the Purchaser Assets and their prior ownership and servicing thereof, as applicable. The Purchaser will not
guarantee the debts of the Seller or GE Capital;


 


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


 


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


 


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


 


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


 






    	 	Sch. 4.2(f)-2	Receivables Purchase and Sale Agreement



    	 



    




 


ANNEX A



to



RECEIVABLES PURCHASE AND SALE AGREEMENT



dated as of



March 20, 2013


 






    	 	 	Annex A to Receivables
Purchase and Sale Agreement



    	 



    




 


DEFINITIONS
AND INTERPRETATION


 


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


 


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


 


“Administration
Agreement” means the Administration Agreement, dated as of 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 Receivables 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.


 


“Aggregate
Receivable Value” means the sum of (i) the Loan Value of all the Loans and (ii) the Lease Value of all the
Leases.


 


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


 


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


 


“Business
Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in
the State of New York or the State of Connecticut.


 


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


 


“Class C Maturity
Date” is defined in the Indenture.


 






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“Closing Date”
means March 20, 2013.


 


“Code Collateral”
means any property a security interest in which may be perfected by filing of a financing statement under the applicable UCC.


 


“Collateral”
is defined in the Indenture.


 


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


 


“Collection
Period” means, for any Original Seller or, with respect to the SUBI Assets, the Titling Trust, and with respect to
any Payment Date, such Original 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 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 any Purchaser Assets or SUBI Assets, as applicable (other
than the sale to Seller under the Receivables Sale Agreement and the sale to the 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” is defined in the Receivables Sale Agreement.


 


“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.


 


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


 


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


 


“Defaulted
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 Purchaser has repossessed the Equipment related to such Receivable
and 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.


 






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“Delinquent
Receivable” means any Receivable that is more than sixty (60) days past due.


 


“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.


 


“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 Seller and from the Seller 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 Receivables Sale Agreement
is true and correct in all material respects as of the opening of business on the Cut-off Date and no selection procedures believed
by the Seller to be adverse to the interests of the Purchaser were utilized in selecting the 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 Original
Seller or, in the case the Equipment is 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 the 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 the related 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. As of the Cut-off Date, no Receivable has 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 Receivable 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”
means General Electric Capital Corporation, a Delaware corporation or any successors or assigns thereto.


 


“Governmental
Authority” means any nation or government, any state, county, city, town, district, board, bureau, office, commission,
any other municipality or other political subdivision thereof (including any educational facility, utility or other Person operated
thereby), and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.


 


“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.


 


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


 


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


 


“Indenture”
means the Indenture, dated March 20, 2013, between the Purchaser 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.


 


“Initial Beneficiary”
means GE Capital Title Holding Corp., a Delaware Corporation.


 


“Intercreditor
Agreement” means the Intercreditor Agreement, dated as of March 20, 2013, among the Purchaser, GE Capital, the
Issuer 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 Purchaser, dated as of March 20, 2013,
among 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 individual rate of return of such Lease as determined by the applicable Original
Seller, 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 implicit rate of return of the individual related Lease, as determined
by the Titling Trust. 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 Schedule 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 its 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.


 


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


 


“Notes”
means the notes issued under the Indenture.


 


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


 


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


 


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


 


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


 


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


 


“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.


 






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“Permitted
Encumbrances” means the following encumbrances: (a) Liens for taxes or assessments or other governmental charges not
yet due and payable; (b) pledges or deposits securing obligations under workmen’s compensation, unemployment insurance,
social security or public liability laws or similar legislation; (c) pledges or deposits securing bids, tenders, contracts (other
than contracts for the payment of money) or leases to which the Seller or any Affiliate thereof is a party as lessee made in the
ordinary course of business; (d) deposits securing statutory obligations of the Seller or any Affiliate thereof; (e) inchoate
and unperfected workers’, mechanics’, suppliers’ or similar Liens arising in the ordinary course of business;
(f) carriers’, warehousemen’s or other similar possessory Liens arising in the ordinary course of business and
securing liabilities in an outstanding aggregate amount not in excess of $100,000 at any one time; (g) deposits securing,
or in lieu of, surety, appeal or customs bonds in proceedings to which the Seller or any Affiliate thereof is a party; (h) any
attachment or judgment Lien not constituting an Event of Default; (i) presently existing or hereinafter created Liens in favor
of the Purchaser or the Indenture Trustee; and (j) presently existing or hereinafter created Liens on personal property or
Equipment which are subordinate to or pari passu with the Liens in favor of the Purchaser or the Indenture Trustee.


 


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


 


“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 Seller and the Purchaser.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“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 Issuer in the related Equipment; and



 


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



 


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


 


“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 the applicable Original Seller,
the Servicer, any Sub-Servicer or the Purchaser with respect to the Receivables, the Contracts any other Purchaser 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.


 






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“Redemption
Date” is defined in the Indenture.


 


“Related Documents”
means the Receivables 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.


 


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


 


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


 


“Schedule
of Receivables” means the schedules of Receivables attached as Schedule I and Schedule II to
the Receivables Sale Agreement.


 


“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 Original Seller for such Lease; provided, that, in the case of (b),
Termination Values shall also constitute Scheduled Payments.


 


“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.


 






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


 


“Series 2013-1
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
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 Series 2013-1 Supplement to
which Titling Trust Assets are allocated.


 


“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” means is defined in the Servicing Agreement.


 


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


 


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


 


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


 






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Purchase and Sale Agreement



    	 



    




 


“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 the Leases.


 


“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.


 


“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 a 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.


 






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“Transfer
Date” is defined in the Indenture.


 


“Trust Account”
is defined in the Indenture.


 


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


 


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


 






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Purchase and Sale Agreement