LIMITED LIABILITY COMPANY AGREEMENT OF GE EQUIPMENT MIDTICKET LLC, SERIES 2014-1 (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of September 17, 2014Limited Liability Company Agreement • September 11th, 2014 • GE Equipment Midticket LLC, Series 2014-1 • Asset-backed securities • Delaware
LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 17, 2014, adopted by GE Equipment Funding, LLC, as a member (the “Initial Member”).
ADMINISTRATION AGREEMENTAdministration Agreement • September 11th, 2014 • GE Equipment Midticket LLC, Series 2014-1 • Asset-backed securities
SERVICING AGREEMENTServicing Agreement • September 11th, 2014 • GE Equipment Midticket LLC, Series 2014-1 • Asset-backed securities
RECEIVABLES SALE AGREEMENT Dated as of September 17, 2014 among GENERAL ELECTRIC CAPITAL CORPORATION, as Seller, GE CAPITAL TITLE HOLDING CORP., as Seller, VFS FINANCING, INC., as Seller, GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, as Seller and...Receivables Sale Agreement • September 11th, 2014 • GE Equipment Midticket LLC, Series 2014-1 • Asset-backed securities
This RECEIVABLES SALE AGREEMENT (“Agreement” or “Sale Agreement”) is entered into as of September 17, 2014 by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), VFS FINANCING, INC., a Delaware corporation (“VFS”), GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, a Tennessee corporation (“GECC of Tennessee,” and, together with GE Capital and VFS, the “Receivable Sellers,” and individually, each a “Receivable Seller”), GE CAPITAL TITLE HOLDING CORP., a Delaware corporation, as UTI Beneficiary of GE TF Trust (the “SUBI Seller” or “GECTHC” and, together with the Receivables Sellers, the “Sellers,” and individually, each a “Seller”) and CEF EQUIPMENT HOLDING, L.L.C., a Delaware limited liability company (the “Purchaser”).
GE EQUIPMENT MIDTICKET LLC, SERIES 2014-1 Asset Backed Notes UNDERWRITING AGREEMENTCollateral Agency Agreement • September 11th, 2014 • GE Equipment Midticket LLC, Series 2014-1 • Asset-backed securities • New York
LIMITED REMOVAL AND CLEAN-UP CALL AGREEMENTRemoval and Clean-Up Call Agreement • September 11th, 2014 • GE Equipment Midticket LLC, Series 2014-1 • Asset-backed securities
GE Equipment Midticket LLC, Series 2014-1 Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee INDENTURE Dated as of September 17, 2014 $589,100,000 in aggregate principal amount of Notes, consisting of:Indenture • September 11th, 2014 • GE Equipment Midticket LLC, Series 2014-1 • Asset-backed securities • New York
SERIES 2014-1A SUBI SUPPLEMENT TO TRUST AGREEMENT between GE CAPITAL TITLE HOLDING CORP., As Settlor and Initial Beneficiary And WILMINGTON TRUST COMPANY, As UTI Trustee, Administrative Trustee and SUBI Trustee Dated as of September 17, 2014Trust Agreement • September 11th, 2014 • GE Equipment Midticket LLC, Series 2014-1 • Asset-backed securities
THIS SERIES 2014-1A SUPPLEMENT TO TRUST AGREEMENT (as amended, modified or supplemented from time to time, this “Series 2014-1A SUBI Supplement”) is dated and effective as of September 17, 2014, between GE CAPITAL TITLE HOLDING CORP., a Delaware corporation (“GECTHC”), as settlor (in such capacity, the “Settlor”) and as initial beneficiary (in such capacity, the “Initial Beneficiary”) and Wilmington Trust Company, a Delaware trust company, as UTI trustee (in such capacity, together with any successor or permitted assign, the “UTI Trustee”), as administrative trustee (in such capacity, together with any successor or permitted assign, the “Administrative Trustee”) and as SUBI trustee (in such capacity, together with any successor or permitted assign, the “SUBI Trustee”).
COLLATERAL AGENCY SUPPLEMENTCollateral Agency Supplement • September 11th, 2014 • GE Equipment Midticket LLC, Series 2014-1 • Asset-backed securities • New York
This Collateral Agency Supplement, dated as of September 17, 2014 (as amended, supplemented or otherwise modified from time to time, this “Collateral Agency Supplement”), to the Amended and Restated Collateral Agency Agreement, dated as of April 30, 2012 (as heretofore amended, restated, supplemented or otherwise modified, the “Collateral Agency Agreement”), is among GE TF Trust (the “Trust”), GE Title Agent, LLC, as collateral agent (in such capacity, the “Collateral Agent”), General Electric Capital Corporation (together with its permitted successors and assigns, “GECC”), all parties which have heretofore executed a supplement thereto as a Secured Party (each, a “Secured Party” and collectively, the “Secured Parties”) and Deutsche Bank Trust Company Americas, as Indenture Trustee (“New Secured Party”). Terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Collateral Agency Agreement.
