LIMITED LIABILITY COMPANY AGREEMENT OF (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of [●] [●], 201[●]Limited Liability Company Agreement • December 19th, 2012 • GECB Equipment Funding, LLC • 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”).
ADMINISTRATION AGREEMENTAdministration Agreement • December 19th, 2012 • GECB Equipment Funding, LLC
SERVICING AGREEMENTServicing Agreement • December 19th, 2012 • GECB Equipment Funding, LLC
This SERVICING AGREEMENT, dated as of [●] [●], 201[●] (this “Agreement”), by and between [●], a [limited liability company] [statutory trust] organized under the laws of the State of Delaware (the “Issuer”), and GE CAPITAL BANK (f/k/a GE Capital Financial Inc.), a Utah-chartered industrial bank (“GE Capital Bank”), in its capacity as the servicer hereunder (the “Servicer”).
RECEIVABLES PURCHASE AND SALE AGREEMENTReceivables Purchase and Sale Agreement • December 19th, 2012 • GECB Equipment Funding, LLC
This RECEIVABLES PURCHASE AND SALE AGREEMENT (“Agreement” or “Purchase and Sale Agreement”) is entered into as of [●] [●], 201[●], by and between GECB Equipment Funding, LLC (the “Seller”), a Delaware limited liability company and [●], a Delaware [limited liability company] (the “Purchaser”).
Asset Backed Notes UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2012 • GECB Equipment Funding, LLC • New York
Acting on behalf of itself and as the Representative of the several Underwriters named in Schedule I hereto (in either such capacity sometimes herein the “Representative”) [●]
AMENDED AND RESTATED TRUST AGREEMENT BY AND BETWEEN GE CAPITAL COMMERCIAL INC., AS UTI BENEFICIARY AND WILMINGTON TRUST COMPANY, AS TRUSTEE, CREATING A DELAWARE STATUTORY TRUST TO BE KNOWN AS “GE CF TRUST” DATED AS OF NOVEMBER 19, 2012Trust Agreement • December 19th, 2012 • GECB Equipment Funding, LLC
AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 19, 2012 (as it may be modified, supplemented or amended from time to time in accordance with its terms, this “Agreement”), between GE Capital Commercial Inc., a Delaware corporation, as UTI beneficiary (the “UTI Beneficiary” or “GECCI”) and Wilmington Trust Company, a Delaware trust company with trust powers (“WTC”), as trustee (the “Trustee”). Certain capitalized terms used herein are defined in Exhibit A.
COLLATERAL AGENT ADMINISTRATION AGREEMENTCollateral Agent Administration Agreement • December 19th, 2012 • GECB Equipment Funding, LLC • New York
LETTER AGREEMENTLetter Agreement • December 19th, 2012 • GECB Equipment Funding, LLC • Utah
Reference is made to the (i) Amended and Restated Service Agreement, dated as of July 31, 2008 (together with all amendments and supplements thereto, and as amended from time to time hereafter, the “MSA”), by and between GE Capital Bank (f/k/a GE Capital Financial Inc., “GECB”) and General Electric Capital Corporation (“GECC”) and (ii) the Administration Agreement, dated as of November 19, 2012 (the “Collateral Agent Administration Agreement”), by and between GE Capital Commercial Inc. (“GECCI”), a direct subsidiary of GECB, as administrator and GE Title Agent LLC, as collateral agent (the “Collateral Agent”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the MSA.
LIMITED LIABILITY COMPANY AGREEMENT OF GECB Equipment Funding, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated as of November 16, 2012 GECB EQUIPMENT FUNDING, LLCLimited Liability Company Agreement • December 19th, 2012 • GECB Equipment Funding, LLC • Delaware
LIMITED LIABILITY COMPANY AGREEMENT dated as of November 16, 2012, adopted by GE Capital Commercial Inc., as a member (the “Initial Member”).
FORM SUPPLEMENT TO AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • December 19th, 2012 • GECB Equipment Funding, LLC • Utah
This SUPPLEMENT TO THE AMENDED AND RESTATED SERVICE AGREEMENT, dated as of [●] [●], 2012 (this “Agreement”), is by and between GE Capital Bank, a Utah-chartered industrial bank (f/k/a GE Capital Financial Inc., “GECB”) and General Electric Capital Corporation, a Delaware corporation (“GECC”).
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • December 19th, 2012 • GECB Equipment Funding, LLC • New York
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of November 19, 2012 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between GE CF Trust, a Delaware statutory trust (the “Trust”), and GE Title Agent LLC, a Delaware limited liability company (“GETA LLC”, in its capacity as collateral agent, the “Collateral Agent”)
AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • December 19th, 2012 • GECB Equipment Funding, LLC • Utah
This Amended and Restated Service Agreement (this “Agreement”) is made by and between GE Capital Financial Inc., an FDIC-insured Utah industrial bank, for itself and on behalf of its subsidiaries (together with such subsidiaries, the “Bank”), and General Electric Capital Corporation, a Delaware corporation (“Parent”).
GE CF TRUSTTrust Agreement • December 19th, 2012 • GECB Equipment Funding, LLC
THIS SERIES 201[●]-[●] SUBI (as amended, modified or supplemented from time to time, this “Series 201[●]-[●] SUBI”) is dated and effective as of [●] [●], 201[●], by GE CAPITAL COMMERCIAL INC., as UTI beneficiary (in such capacity, the “UTI Beneficiary”) of the undivided trust interest of GE CF Trust (the “Trust”).
TRUST AGREEMENT OF [ISSUER TRUST]Trust Agreement • December 19th, 2012 • GECB Equipment Funding, LLC • Delaware
THIS TRUST AGREEMENT is made and entered into as of [●] [●], 201[●] by and between GECB Equipment Funding, LLC, a Delaware limited liability company, as depositor (the “Depositor”), and [●], a [●], as owner trustee (acting hereunder not in its individual capacity but solely as the “Owner Trustee”). The Depositor and the Owner Trustee hereby agree as follows:
RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • December 19th, 2012 • GECB Equipment Funding, LLC
