LIMITED LIABILITY COMPANY AGREEMENT OF [●] (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of [●] [●], 20[●]Limited Liability Company Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities • Delaware
The Initial Member desires to form a limited liability company under the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6 of the Delaware Code), as amended from time to time (the “Act”).
RECEIVABLES PURCHASE AND SALE AGREEMENTReceivables Purchase and Sale Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities
This RECEIVABLES PURCHASE AND SALE AGREEMENT (“Agreement” or “Purchase and Sale Agreement”) is entered into as of [●] [●], 201[●], by and between CEF EQUIPMENT HOLDING, L.L.C. (the “Seller”), a Delaware limited liability company and [●], a Delaware [limited liability company] (the “Purchaser”).
●] Issuer and [●], as Indenture Trustee INDENTURE Dated as of [●] [●], 201[●] $[●] in aggregate principal amount of Notes, consisting of:Indenture • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities • New York
AMENDED AND RESTATED TRUST AGREEMENT BY AND BETWEEN GE CAPITAL TITLE HOLDING CORP., AS SETTLOR AND INITIAL BENEFICIARY AND WILMINGTON TRUST COMPANY, AS UTI TRUSTEE, ADMINISTRATIVE TRUSTEE AND DELAWARE TRUSTEE, CREATING A DELAWARE STATUTORY TRUST TO BE...Trust Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities
AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 30, 2012 (as it may be modified, supplemented or amended from time to time in accordance with its terms, this “Agreement”), between GE Capital Title Holding Corp., a Delaware corporation (“GE Title”), as settlor and initial beneficiary (the “Settlor” and the “Initial Beneficiary,” respectively) and Wilmington Trust Company, a Delaware trust company with trust powers (“WTC”), as UTI Trustee (the “UTI Trustee”), Administrative Trustee (the “Administrative Trustee”) and Delaware Trustee (the “Delaware Trustee”). Certain capitalized terms used herein are defined in Exhibit A.
GE TF TRUST AND GENERAL ELECTRIC CAPITAL CORPORATION AMENDED AND RESTATED SERVICING AGREEMENTServicing Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities • New York
This Agreement is being entered into to amend and restate that certain Servicing Agreement, dated as of June 4, 2009, between the Trust and the Servicer.
ADMINISTRATION AGREEMENTAdministration Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of February 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among GE TITLE AGENT LLC, a Delaware limited liability company, as collateral agent (the “Collateral Agent”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrator (the “Administrator”).
SERIES 201[●]-[●] 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 [●], 201[●]Trust Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities
THIS SERIES 201[●]-[●] SUPPLEMENT TO TRUST AGREEMENT (as amended, modified or supplemented from time to time, this “Purchased SUBI Supplement”) is dated and effective as of [●] [●], 201[●], between GE CAPITAL TITLE HOLDING CORP., a Delaware corporation (“GE Title”), as Settlor (in such capacity, the “Settlor”) and as Initial Beneficiary (in such capacity, the “Initial Beneficiary”) and Wilmington Trust Company, a Delaware banking corporation, 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”).
RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities
SERVICING AGREEMENTServicing Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities • New York
THIS MANAGEMENT SERVICES AGREEMENT, dated as of April 30, 2012 (as amended, supplemented, or otherwise modified and in effect from time to time, this “Agreement”), is between GE CAPITAL TITLE HOLDING CORP., a Delaware corporation (the “Manager”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Servicer”) and GE TF TRUST, a Delaware statutory trust (the “Titling Trust”).
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • May 2nd, 2012 • Cef Equipment Holding LLC • Asset-backed securities • New York
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of April 30, 2012 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among GE TF Trust a Delaware statutory trust (the “Trust”), GE Title Agent LLC, a Delaware limited liability company (“GETA LLC”, in its capacity as collateral agent, the “Collateral Agent”) and General Electric Capital Corporation, a Delaware corporation (together with its permitted successors and assigns, “GECC”).
