8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) October 9, 2003

CEF Equipment Holding, L.L.C. on behalf of GE Commercial Equipment Financing LLC, Series 2003-1

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

333-99053	75-3066756
(Commission File Number)	(Registrant’s I.R.S. Employer Identification No.)

44 Old Ridgebury Road, Danbury, Connecticut	06810
Address of Principal Executive Offices	(Zip Code)

203-796-5518

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

          Use of Proceeds

          On September 25, 2003, CEF Equipment Holding, L.L.C. (the “Issuer”), commenced an offering of U.S.$101,200,000 Class A-1 Asset Backed Notes due September 20, 2004 (the “Class A-1 Notes”), U.S.$67,600,000 Class A-2 Asset Backed Notes due November 20, 2005 (the “Class A-2 Notes”), U.S.$124,400,000 Class A-3 Asset Backed Notes due June 20, 2007 (the “Class A-3 Notes”), U.S.$53,590,000 Class A-4 Asset Backed Notes due November 20, 2011 (the “Class A-4 Notes”) and U.S.$30,156,000 Class B Asset Backed Notes due November 20, 2011 (the “Class B Notes” and together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, the “Notes”) described in a Prospectus Supplement dated September 19, 2003 to a Prospectus dated September 17, 2003.

          The public offering was made under the registration statement (the “Registration Statement”) on Form S-3 filed with the Securities and Exchange Commission by the Issuer, which became effective on May 21, 2003 and was assigned commission file number 333-99053. The aggregate amount registered under the Registration Statement was U.S.$2,000,000,000.

          The public offering terminated on September 25, 2003 upon the sale of all of the Notes. The underwriters of the Notes were Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Banc of America Securities LLC. A total of U.S.$101,200,000 Class A-1 Notes were registered and sold, with a total price to the public of U.S.$101,200,000; a total of U.S.$67,600,000 of Class A-2 Notes were registered and sold with a total price to the public of U.S.$67,600,000; a total of U.S.$124,400,000 of Class A-3 Notes were registered and sold, with a total price to the public of U.S.$124,400,000; a total of U.S.$53,590,000 of Class A-4 Notes were registered and sold with a total price to the public of U.S.$53,590,000; and a total of U.S.$30,156,000 of Class B Notes were registered and sold, with a total price to the public of U.S.$30,156,000.

          During the period from the effective date of the registration statement, through the current reporting period, the amount of expenses incurred in connection with the issuance and distribution of the publicly offered and sold Notes with respect to underwriting commissions and discounts was U.S.$620,640.10. After deducting the underwriting discount described above, the net offering proceeds to the Issuer before expenses are U.S.$376,325,359.90. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be U.S.$1,000,000 and net proceeds to the Issuer, after deduction of expenses, are reasonably estimated to be U.S.$375,325,359.90. With respect to the payment of these other expenses and costs, all direct or indirect payments were made to persons other than persons who are (a) directors or officers of the Issuer, or (b) owners of 10 percent or more of any class of securities of the Issuer.

          The net proceeds to the Issuer, after deducting the underwriting commissions and discounts, and expenses above, were used to purchase equipment loans from affiliates of the Issuer. Except as provided in the previous sentence, none of the proceeds were used for payments to (a) any directors or officers of the Issuer or (b) owners of 10 percent or more of any class of securities of the Issuer.

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Item 7. Financial Statements and Exhibits

(a)	Not applicable
(b)	Not applicable
(c)	Exhibits
	The exhibit number corresponds with items 601(a) of Registration S-K.

Exhibit No.	Description
Exhibit 1(a)	Underwriting Agreement
Exhibit 4(a)	Second Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C.
Exhibit 4(b)	Supplement to Second Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C.
Exhibit 4(c)	Limited Liability Company Agreement of GE Commercial Equipment Financing LLC, Series 2003-1
Exhibit 4(d)	Loan Sale Agreement and annex to Loan Sale Agreement
Exhibit 4(e)	Loan Purchase and Sale Agreement and annex to Loan Purchase and Sale Agreement
Exhibit 4(f)	Servicing Agreement and annex to Servicing Agreement
Exhibit 4(g)	Indenture
Exhibit 4(h)	Administration Agreement
Exhibit 4(i)	Deutsche Bank ISDA Master Agreement
Exhibit 4(j)	Deutsche Bank Schedule to ISDA Master Agreement
Exhibit 4(k)	Deutsche Bank Fixed/Floating Rate Confirmation
Exhibit 4(l)	Deutsche Bank CMT Rate Confirmation
Exhibit 4(m)	Deutsche Bank CP Rate Confirmation
Exhibit 4(n)	CP Rate Reimbursement Agreement
Exhibit 4(o)	Fixed/Floating Rate Reimbursement Agreement

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Exhibit 4(p)	CMT Rate Reimbursement Agreement
Exhibit 4(q)	GECS ISDA Master Agreement
Exhibit 4(r)	GECS Schedule to ISDA Master Agreement
Exhibit 4(s)	GECS Hybrid Loan Rate Confirmation

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 9, 2003

CEF EQUIPMENT HOLDING, L.L.C.
By:	/s/ Charles Rhodes

Name:	Charles Rhodes
Title:	Vice President and Secretary

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          Exhibit Index

Exhibit No.	Description
Exhibit 1(a)	Underwriting Agreement
Exhibit 4(a)	Second Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C.
Exhibit 4(b)	Supplement to Second Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C.
Exhibit 4(c)	Limited Liability Company Agreement of GE Commercial Equipment Financing LLC, Series 2003-1
Exhibit 4(d)	Loan Sale Agreement and annex to Loan Sale Agreement
Exhibit 4(e)	Loan Purchase and Sale Agreement and annex to Loan Purchase and Sale Agreement
Exhibit 4(f)	Servicing Agreement and annex to Servicing Agreement
Exhibit 4(g)	Indenture
Exhibit 4(h)	Administration Agreement
Exhibit 4(i)	Deutsche Bank ISDA Master Agreement
Exhibit 4(j)	Deutsche Bank Schedule to ISDA Master Agreement
Exhibit 4(k)	Deutsche Bank Fixed/Floating Rate Confirmation
Exhibit 4(l)	Deutsche Bank CMT Rate Confirmation
Exhibit 4(m)	Deutsche Bank CP Rate Confirmation
Exhibit 4(n)	CP Rate Reimbursement Agreement
Exhibit 4(o)	Fixed/Floating Rate Reimbursement Agreement
Exhibit 4(p)	CMT Rate Reimbursement Agreement
Exhibit 4(q)	GECS ISDA Master Agreement
Exhibit 4(r)	GECS Schedule to ISDA Master Agreement
Exhibit 4(s)	GECS Hybrid Loan Rate Confirmation

EX-1.A 3 y90513exv1wa.txt UNDERWRITING AGREEMENT Exhibit 1(a) GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 Asset Backed Notes UNDERWRITING AGREEMENT September 19, 2003 DEUTSCHE BANK SECURITIES INC. 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") 60 Wall Street New York, New York 10005 Ladies and Gentlemen: Section 1. Introductory. GE Commercial Equipment Financing LLC, Series 2003-1 (the "Company"), CEF Equipment Holding, L.L.C. ("CEFEH" or the "Seller") and General Electric Capital Corporation ("GECC" or the "Originator") propose to cause the sale of the GE Commercial Equipment Financing LLC, Series 2003-1 Asset Backed Notes, consisting of the Class A-1 Notes (the "Class A-1 Notes"), the Class A-2 Notes (the "Class A-2 Notes"), the Class A-3 Notes (the "Class A-3 Notes"), the Class A-4 Notes (the "Class A-4 Notes"), Class B Notes (the "Class B Notes" and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Notes"). The Notes will be issued pursuant to an Indenture, dated as of August 2, 2003 (the "Indenture"), between the Company, and JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"). The Notes will be issued in an aggregate initial principal amount of $376,946,000. The Notes are being purchased by the entities specified in Schedule I hereto (each an "Underwriter," and together the "Underwriters"). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans and finance leases secured by transportation equipment, industrial equipment, furniture and fixtures, construction equipment, technology and telecommunications equipment, maritime assets or other equipment and the related security interests in the equipment financed thereby (collectively, the "Loans"), certain rights under the Interest Rate Swap Agreement, to be dated September 19, 2003 (the "DB Interest Rate Swap Agreement"), between Deutsche Bank AG, New York Branch (the "DB Swap Counterparty") and the Company, certain rights under the Interest Rate Swap Agreement, to be dated September 19, 2003 (the "GECS Interest Rate Swap Agreement"), between General Electric Capital Services, Inc. ("GECS" and the "GECS Swap Counterparty" and together with the DB Swap Counterparty, the "Swap Counterparties") and the Company, certain rights under a Variable Funding Certificate to be dated September 25, 2003 (the "GECS Variable Funding Certificate") issued by GECS in favor of the Seller and certain rights under a Variable Funding Certificate to be dated September 25, 2003 (the "Seller Variable Funding Certificate") issued by the Seller in favor of the Company. Pursuant to a Loan Sale Agreement, dated as of September 25, 2003 (the "Loan Sale Agreement"), between CEFEH and GECC, GECC will sell the Loans to CEFEH. Pursuant to a Loan Purchase and Sale Agreement, dated as of September 25, 2003 (the "Loan Purchase and Sale Agreement") between CEFEH and the Company, CEFEH will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Loans. Pursuant to the Servicing Agreement, to be dated as of September 25, 2003 (the "Servicing Agreement") between GECC, as servicer and the Company, GECC will service the Loans. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Class A-1 Notes shall bear interest at the then applicable LIBOR minus 0.04% per annum, the Class A-2 Notes shall bear interest at the then applicable LIBOR plus 0.07% per annum, the Class A-3 Notes shall bear interest at the then applicable LIBOR plus 0.09% per annum, the Class A-4 Notes shall bear interest at the then applicable LIBOR plus 0.12% per annum and the Class B Notes shall bear interest at the then applicable LIBOR plus 0.43% per annum. Section 2. Representations, Warranties and Covenants of GECC and the Seller. Each of GECC and the Seller, as applicable, represents and warrants to, and agrees with, each Underwriter, as of the date hereof, that: (a) The registration statement on Form S-3 (No. 333-99053), including a prospectus and any amendments thereto, has been filed with the Securities and Exchange Commission (the "Commission") for registration under the Securities Act of 1933, as amended (the "Act"), of the Notes, which registration statement has been declared effective by the Commission. Such registration statement, as amended to the date hereof, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Act, the "Effective Date"), is hereinafter called the "Registration Statement," and such prospectus dated September 17, 2003 as such prospectus is supplemented by a prospectus supplement relating to the Notes of the related Series, each in the form first filed after the date hereof pursuant to Rule 424(b) under the Act, including any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act which were filed under the Exchange Act on or before the date of such prospectus supplement (such prospectus supplement dated September 19, 2003, including such incorporated documents, in the form first filed after the date hereof pursuant to Rule 424(b) is hereinafter called the "Prospectus Supplement) is hereinafter called the "Base Prospectus and together with the Prospectus Supplement, the "Prospectus" (except where the context requires otherwise). Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Prospectus or the Prospectus Supplement, shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date or the issue date of the Prospectus or Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Act. 2 (b) The Registration Statement, at the time it became effective, and the prospectus contained therein, and any amendments thereof and supplements thereto filed prior to the date hereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder (the "Rules and Regulations"); on the date hereof and on the Closing Date, the Registration Statement and the Prospectus, and any amendments thereof and supplements thereto, will conform in all material respects to the requirements of the Act and the Rules and Regulations; such Registration Statement, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; such Prospectus and Prospectus Supplement, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that neither GECC nor the Seller makes any representations or warranties as to the information contained in or omitted from such Registration Statement or such Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished to the Seller by or on behalf of the Underwriters specifically for use in the preparation thereof which information consists of the Underwriters' Information (as defined herein). (c) GECC is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, the Seller is a limited liability company duly formed, validly existing and in good standing under the laws of its state of formation, and each of GECC and the Seller is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its property requires such qualification, with power to own, lease and operate its property and conduct its business as it is currently conducted. (d) Each of GECC and the Seller has, and will have, the requisite power to execute and deliver the Related Documents to which it is a party, and any other agreement or document executed by either of them in connection with the issuance and sale of the Notes and this Underwriting Agreement and to perform their respective obligations hereunder and thereunder. (e) Each of the Related Documents and this Underwriting Agreement has been, or will be, duly and validly authorized, executed and delivered by each of GECC and the Seller, and assuming due authorization, execution and delivery thereof by the other parties thereto, each of the Related Documents and this Underwriting Agreement constitutes, or will constitute on the Closing Date, the valid, legal and binding obligation of each of GECC and the Seller, enforceable against each of GECC and the Seller in accordance with its terms, subject to (A) the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (B) the application of equitable principles in any proceeding, whether at law or in equity or (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification for securities laws liabilities. (f) When the Notes are duly and validly executed, issued and delivered in accordance with the Related Documents, and sold to the Underwriters as provided herein, will each be validly issued and outstanding and entitled to the benefits of the Indenture. 3 (g) Neither the execution and delivery by GECC or the Seller of any Related Document or this Underwriting Agreement nor the consummation by GECC or the Seller of the transactions contemplated herein or therein, nor the issuance of the Notes by the Company or the public offering thereof as contemplated in the Prospectus and the Prospectus Supplement, will conflict in any material respect with or result in a material breach of, or constitute a material default (with notice or passage of time or both) under, or result in the imposition of any lien, pledge, charge, encumbrance, adverse claim or other security interest of any other person (collectively, "Liens") upon any of the property or assets of GECC or the Seller (except as required or permitted pursuant thereto or hereto), pursuant to any material mortgage, indenture, loan agreement, contract or other instrument to which GECC or the Seller is party or by which either of them is bound, nor will such action result in any violation of any provisions of any applicable law, administrative regulation or administrative or court decree, the certificate of incorporation or by-laws of GECC or the certificate of formation or limited liability company agreement of the Seller. (h) Other than as set forth in or contemplated by the Prospectus, there are no legal or governmental proceedings pending to which the Seller or GECC is a party or of which any property or assets of the Seller or GECC are the subject of which, if determined adversely to the Seller or GECC, would individually or in the aggregate have a material adverse effect on the business, the financial position, the business prospects, the operations of the Seller or GECC or on the performance by the Seller or GECC of its obligations hereunder or under the Related Documents; and, to the best knowledge of each of the Seller and GECC, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (i) No consent, approval, authorization or order of, or registration, filing or declaration with, any court or governmental agency or body is required, or will be required, in connection with (i) the execution and delivery by GECC or the Seller of any Related Document, or this Underwriting Agreement or the performance by GECC or the Seller of any Related Document or this Underwriting Agreement or (ii) the offer, sale or delivery of the Notes, except such as shall have been obtained or made, as the case may be, or will be obtained or made, as the case may be, prior to the Closing Date, or will not materially adversely affect the ability of GECC or the Seller to perform its obligations under any Related Document or this Underwriting Agreement. (j) Each of GECC and the Seller possesses, and will possess, all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus and Prospectus Supplement, except to the extent that the failure to have such licenses, certificates, authorities or permits does not have a material adverse effect on the Notes or the financial condition of GECC or the Seller, and neither GECC nor the Seller has received, nor will have received as of the Closing Date, any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations or financial condition. 4 (k) Neither the Seller nor the Company is now, and following the issuance of the Notes, neither the Seller nor the Company will be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (l) The Indenture has been qualified under the Trust Indenture Act of 1939, as amended. Section 3. Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements contained in this Underwriting Agreement, but subject to the terms and conditions set forth in this Underwriting Agreement, the Seller agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Seller, the respective original principal amounts of the Notes set forth in Schedule I hereto opposite the name of such Underwriter, plus any additional original principal amount of Notes which such Underwriter may be obligated to purchase pursuant to Section 10 hereof, at the purchase price therefor set forth in Schedule I hereto. (b) Against payment of the purchase price specified in Schedule II hereto in same day funds drawn to the order of the Seller (or paid by such other manner as may be agreed upon by the Seller and the Representative), the Seller will deliver the Notes to the Underwriters at the offices of Mayer, Brown Rowe & Maw LLP, 1675 Broadway, New York, New York 10019 on September 25, 2003, or at such other place and time as the Representative and the Seller shall agree upon, each such time being herein referred to as a "Closing Date." The Notes will initially be maintained through the facilities of The Depository Trust Company, as indicated in the Prospectus Supplement. Section 4. Public Offering of Notes. It is understood by the parties hereto that the Underwriters propose to offer the Notes for sale to the public (which may include selected dealers), as set forth in the Prospectus. Section 5. Covenants of GECC and the Seller. Each of GECC and the Seller, jointly and severally, covenants and agrees with each Underwriter: (a) The Seller shall prepare a Prospectus Supplement setting forth the amount of Notes and the terms thereof not otherwise specified in the Base Prospectus, the price at which the Notes are to be purchased by the Underwriters from the Seller, either the initial public offering price or the method by which the price at which the Notes are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Representative and the Seller deem appropriate in connection with the offering of the Notes; provided, however, that each of GECC and the Seller shall make no amendment or supplement to the Registration Statement affecting or relating to any material extent to the Notes, and shall make no amendment or supplement to the Prospectus or the Prospectus Supplement relating to the Notes without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same, and shall not file with the Commission any such amendment or supplement to which the Representative shall reasonably object; and, provided further, that each of GECC and the Seller shall advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any 5 amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, or the Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of the Prospectus Supplement relating to the Notes or suspending any such qualification, promptly shall use its best efforts to obtain its withdrawal. (b) Each of the Seller and GECC shall endeavor to arrange for the qualification of the Notes for sale under the laws of such jurisdictions as the Underwriters may reasonably designate and to maintain such qualification in effect so long as required for the initial sale of the Notes; provided, however, that neither the Seller nor GECC shall be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (c) To furnish the Underwriters copies of each related preliminary prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters may from time to time reasonably request; and, if the delivery of a Prospectus shall be at the time required by law in connection with sales of the Notes and either (i) any event shall have occurred as a result of which the Prospectus or Prospectus Supplement would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus, to notify the Representative and to prepare and furnish to the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus which will correct such statement or omission or effect such compliance, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act or the Rules and Regulations, the Seller will promptly prepare and file with the Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance; provided that the Seller shall not effect any such amendment without the consent of the Representative. (d) To file or cause to be filed with the Commission, on a timely and complete basis, all reports required to be filed with respect to the Notes pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. (e) So long as any of the Notes are outstanding, to furnish each Underwriter copies of all reports or other communications (financial or other) furnished to holders of such Notes, and to deliver to the Underwriters during such same period (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission and (ii) such additional information concerning the business and financial condition of the Seller as such Underwriter may from time to time reasonably request. (f) To pay all expenses (other than fees of counsel for the Underwriters, except as provided below) incident to the performance of the obligations under this Underwriting Agreement, including: 6 (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Underwriting Agreement and each Related Document; (iii) the preparation, printing, issuance and delivery of the Notes to the Underwriters; (iv) the fees and disbursements of counsel and accountants for GECC and/or the Seller; (v) the qualification of the Notes under securities laws in accordance with the provisions of Section 5(b) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey, if any; (vi) if requested by the Representative, the determination of the eligibility of the Notes for investment and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Legal Investment Memorandum; (vii) the printing and delivery to the Underwriters of copies of the preliminary prospectuses, and of the Prospectus and Prospectus Supplement and any amendments or supplements thereto; (viii) the fees of the rating agencies rating the Notes; and (ix) the fees and expenses of the Indenture Trustee and its counsel. If the sale of the Notes is not consummated by reason of any failure, refusal or inability on the part of GECC or the Seller to perform any agreement on its part to be performed, or because any condition of the Underwriters' obligations hereunder required to be fulfilled shall not have been fulfilled (other than as a result of any breach or default by the Underwriters), each of GECC and the Seller shall jointly and severally be obligated to reimburse the Underwriters for all out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. (g) So long as the Notes are outstanding, or until such time as each Underwriter shall cease to maintain a secondary market in such Notes, whichever occurs first, to deliver to each Underwriter all statements and reports furnished to the Indenture Trustee pursuant the Related Documents, as soon as such statements and reports are furnished to the Indenture Trustee. Section 6. Conditions Precedent to the Obligations of the Underwriters. The obligation of the Underwriters to purchase and pay for the Notes is subject to the accuracy of the representations and warranties on the part of GECC and the Seller herein and in the Related Documents to which they are parties as of the Closing Date, to the accuracy of the statements of officers or managers of GECC and the Seller made pursuant to the provisions hereof, to the 7 performance by each of GECC and the Seller of its obligations hereunder and to the following additional conditions precedent: (a) The Registration Statement shall have become effective not later than 4:00 p.m., New York time, on the day following the date of this Underwriting Agreement or such later date as shall have been consented to by the Representative; and prior to the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of GECC or the Seller, shall be contemplated by the Commission. (b) Each of GECC and the Seller shall have delivered on or before the Closing Date to the Representative a certificate, dated as of such Closing Date, signed by the president, senior vice president, vice president, manager, or other officer or authorized person of GECC or the Seller, as applicable, to the effect that the signer and/or persons for whom the signer has management authority of such certificate has carefully examined the Registration Statement, the Prospectus, each Related Document and this Underwriting Agreement and that: (i) to the best of such person's knowledge, the representations and warranties of GECC and/or the Seller, as the case may be, in this Underwriting Agreement and in each Related Document to which it is a party are true and correct in all material respects at and as of such Closing Date with the same effect as if made on such Closing Date; (ii) each of GECC and the Seller, as the case may be, has complied with all the Related Documents to which it is a party and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or, to GECC's or the Seller's knowledge, threatened as of such Closing Date; and (iv) nothing has come to such person's attention that would lead such person to believe that the Prospectus as amended and supplemented as of such Closing Date contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Since the respective dates as of which information is given in the Prospectus and Prospectus Supplement, there shall not have occurred any material adverse change or any development involving a prospective material adverse change in or affecting particularly the business or assets of the Company, the Seller, or any material adverse change in the financial position or results or operations of the Company, the Seller or GECC otherwise than as set forth or contemplated in the Prospectus, which in the Representative's reasonable judgment materially impairs the investment quality of the Notes so as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus and Prospectus Supplement. (d) The Representative shall have received from counsel (who shall be satisfactory to the Representative) for GECC, GECS and the Seller, an opinion, dated the Closing Date, 8 addressed to the Underwriters and satisfactory in form and substance to the Representative and to counsel to the Underwriters, relating to certain corporate, securities law and security interests matters. (e) The Representative shall have received from counsel (who shall be satisfactory to the Representative) for the DB Swap Counterparty, an opinion, dated the Closing Date and satisfactory in form and substance to the Representative and to counsel to the Underwriters. (f) The Representative shall have received from counsel (who shall be satisfactory to the Representative) with respect to the GECS Variable Funding Certificate and the Seller Variable Funding Certificate, an opinion, dated the Closing Date and satisfactory in form and substance to the Representative and to counsel to the Underwriters. (g) The Representative shall have received from counsel (who shall be satisfactory to the Representative) for GECC and the Seller, an opinion, dated the Closing Date, addressed to the Underwriters and satisfactory in form and substance to the Representative and to counsel to the Underwriters, relating to certain insolvency and bankruptcy matters and federal income tax matters. (h) The Representative shall have received from counsel (who shall be satisfactory to the Representative) for the Indenture Trustee (or its agent, as applicable), an opinion, dated the Closing Date, addressed to the Underwriters, GECC and the Seller and satisfactory in form and substance to the Representative and to counsel to the Underwriters. (i) Counsel to GECC and the Seller shall have furnished to the Representative any opinions supplied to the rating agencies relating to certain matters with respect to the Notes, which opinions shall also be addressed to the Underwriters. (j) The Representative shall have received a letter, dated the Closing Date and addressed to the Underwriters, from certified public accountants (who shall be satisfactory to the Representative), substantially in the form approved by the Representative and counsel to the Underwriters. (k) All documents incident to the Related Documents and this Underwriting Agreement shall be reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters; and GECC and/or the Seller shall furnish the Representative and counsel to the Underwriters with such other opinions, certificates, letters and documents as the Representative or counsel to the Underwriters shall reasonably request. (l) The Class A-1 Notes shall have been rated no less than "P1" by Moody's Investors Services, Inc. ("Moody's"), "A-1+" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and "F-1+" by Fitch, Inc. ("Fitch"), each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes shall have each been rated no less than "Aaa" by Moody's and "AAA" by S&P and Fitch, and the Class B Notes shall have been rated no less than "A3" by Moody's and "A" by S&P and Fitch, such ratings shall not have been rescinded, and no public announcement shall have been made by the respective rating agencies that the rating of the Notes have been placed under review. 9 If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Underwriting Agreement may be terminated by the Representative by notice to the Seller at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5 hereof. Section 7. Indemnification and Contribution. (a) The Seller and GECC, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person who controls the Underwriter within the meaning of the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement relating to the Notes as it became effective or in any amendment or supplement thereof, or in such Registration Statement or the Prospectus, or in any amendment thereof or are caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will reimburse each Underwriter for any legal or other expenses (except where the Underwriter is required to bear such expenses pursuant to Section 7(c)) reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred); which expenses the indemnifying party shall pay as and when incurred, at the request of the Underwriter, to the extent that the indemnifying party believes that it will be ultimately obligated to pay such expenses; provided, however, that (i) none of the Seller or GECC will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made under the second and fourth paragraphs under "Underwriting" in the Prospectus Supplement in reliance upon and in conformity with written information furnished to the Seller or GECC by any Underwriter expressly for use therein (the "Underwriter Information"), (ii) such indemnity with respect to any Corrected Statement (as defined below) in such Prospectus (or supplement thereto) shall not inure to the benefit of the Underwriter (or any person controlling the Underwriter) from whom the person asserting any loss, claim, damage or liability purchased the Notes that are the subject thereof if such person was not sent or did not receive a copy of a supplement to such Prospectus at or prior to the confirmation of the sale of such Notes and the untrue statement or omission of a material fact contained in such Prospectus (or supplement thereto) was corrected (a "Corrected Statement") in such other supplement and such supplement was furnished by the Seller or GECC to the Underwriter prior to the delivery of such confirmation. This indemnity agreement will be in addition to any liability which the Seller or GECC may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Seller, GECC, each of their respective directors and officers who signed the Registration Statement relating to the Notes, and each person who controls the Seller or GECC within the meaning of the Act or the Exchange Act to the same extent as the foregoing indemnities from the Seller and GECC to the Underwriter, but only in the Underwriter Information. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. 10 (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability unless such indemnified party is materially harmed by such failure and shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (plus local counsel), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). Unless it shall assume the defense of any proceeding, the indemnifying party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in 11 such proportion as is appropriate to reflect the relative benefits received by the Seller and GECC on the one hand and the Underwriters on the other from the offering of the Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Seller and GECC on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Seller and GECC on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Seller and GECC bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Seller or GECC on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the aggregate underwriting discounts actually paid to such Underwriter exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Underwriters obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The Seller, GECC and the Underwriter agree that it would not be just and equitable if contribution pursuant to Section 7(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the considerations referred to above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim except where the indemnified party is required to bear such expenses pursuant to Section 7(c); which expenses the indemnifying party shall pay as and when incurred, at the request of the indemnified party, to the extent that the indemnifying party believes that it will be ultimately obligated to pay such expenses. In the event that any expenses so paid by the indemnifying party are subsequently determined to not be required to be borne by the indemnifying party hereunder, the party which received such payment shall promptly refund the amount so paid to the party which made such payment. Notwithstanding anything to the contrary in Section 7(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of Section 7(d), each person who controls the Underwriter within the meaning of either the Act or the Exchange Act shall have the same rights to contribution as the Underwriter, and each person who controls the Seller or GECC within the meaning of either the Act or the Exchange Act, each officer of the Seller or GECC who shall have signed the Registration Statement and each director of the Seller or GECC shall have the same rights to contribution as 12 the Seller or GECC, as applicable, subject in each case to the immediately preceding sentence of this paragraph. Section 8. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Seller prior to delivery of and payment for the Notes, if prior to such time there shall gave occurred (i) any outbreak or escalation of hostilities or other calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (ii) the suspension of trading generally by either the American Stock Exchange or the New York Stock Exchange, or the establishment of minimum or maximum prices or ranges of prices, by either of such exchanges or by order of the Commission or any other governmental authority, or any general banking moratorium declared by federal or New York authorities, or (iii) a disruption in securities settlement, payment or clearance services in the United States. Section 9. Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of each of GECC, the Seller or their respective officers or managers and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, GECC, the Seller or any of their respective representatives, officers, managers or directors of any controlling person, and will survive delivery of and payment for the Notes. Section 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail on a Closing Date to purchase the Notes which it or they are obligated to purchase under this Underwriting Agreement (the "Defaulted Notes"), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount of Defaulted Notes does not exceed 10% of the principal amount of the Notes to be purchased pursuant to this Underwriting Agreement, each of the non-defaulting Underwriters named in this Underwriting Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations thereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the principal amount of Defaulted Notes exceeds 10% of the principal amount of the Notes to be purchased pursuant to this Underwriting Agreement, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. 13 In the event of any such default which does not result in a termination of this Underwriting Agreement, either the Representative or the Seller shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. Section 11. Notices. All communications hereunder will be in writing and: (i) if sent to the Underwriters, will be mailed, delivered or sent by facsimile transmission and confirmed to the Representative at: Deutsche Bank Securities Inc. 31 West 52nd Street New York, New York 10019 Attention: CB Mulhern Telephone: (212) 250-2500; with a copy to: McKee Nelson LLP 5 Times Square New York, New York 10036 Attention: Matthew P. Joseph Telephone: (917) 777-4333 Facsimile: (917) 777-4299; (ii) if sent to the Seller, will be mailed, delivered or sent by facsimile transmission, and confirmed to it at: CEF Equipment Holding, LLC 44 Old Ridgebury Road Danbury, Connecticut 06810 Attention: Capital Markets Operations Telephone: (203) 796-5518 Facsimile: (203) 796-1310; with a copy to: Mayer, Brown Rowe & Maw LLP 1675 Broadway New York, NY 10019 Attention: Paul Jorissen Telephone: (212) 506-2555 Facsimile: (212) 849-5555; 14 GE Capital Markets Services, Inc. 1600 Summer Street, 4th Floor Stamford, CT 06927 Attention: General Counsel Telephone: (203) 357-6164 Facsimile: (203) 961-2356 (iii) if sent to GECC, will be mailed, delivered or sent by facsimile transmission, and confirmed to it at: General Electric Capital Corporation 44 Old Ridgebury Road Danbury, Connecticut 06810 Attention: General Counsel Telephone: (203) 796-1000 Facsimile: (203) 796-1313; or to such other address as GECC, the Seller or the Representative may designate in writing to the other parties hereto. Section 12. Successors. This Underwriting Agreement will inure to the benefit of and be binding upon the Underwriters, GECC and the Seller and their respective successors and the officers, managers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligations hereunder. Section 13. Governing Law. THIS UNDERWRITING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERWRITING AGREEMENT AND ANY TERMS AGREEMENT, AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR FEDERAL COURT, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OF PROCEEDING. Section 14. Nonpetition Covenant. Notwithstanding any prior termination of this Underwriting Agreement, the Underwriters shall not acquiesce, petition or otherwise invoke or cause the Seller or the Company to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Company under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, 15 assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Company or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Company. Section 15. Counterparts. This Underwriting Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 16 Exhibit 1(a) If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance hereof shall constitute a binding agreement among the Underwriters, the Seller and GECC. Very truly yours, CEF EQUIPMENT HOLDING, L.L.C. By: _______________________________________ Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: _______________________________________ Name: Title: Accepted in New York, New York, as of the date hereof: DEUTSCHE BANK SECURITIES INC. By: _______________________________________ Name: Title: By: _______________________________________ Name: Title: Acting on behalf of itself and, if applicable, as the Representative of the Underwriters. Exhibit 1(a) Schedule I

Approximate Approximate Approximate Amount Amount Amount Initial Purchase Purchased by Purchased by Purchased by Principal Price Deutsche Bank Citigroup Global Banc of America Class Amount Percentage Securities Inc. Markets Inc. Securities LLC - --------- -------------- ---------- --------------- ---------------- -------------- Class A-1 $ 101,200,000 99.90000% $ 45,540,000 $ 45,540,000 $ 10,120,000 Class A-2 $ 67,600,000 99.87500% $ 30,420,000 $ 30,420,000 $ 6,760,000 Class A-3 $ 124,400,000 99.82500% $ 55,980,000 $ 55,980,000 $ 12,440,000 Class A-4 $ 53,590,000 99.75500% $ 24,115,500 $ 24,115,500 $ 5,359,000 Class B $ 30,156,000 99.71500% $ 13,570,200 $ 13,570,200 $ 3,015,600 -------------- Total $ 376,946,000

Total Purchase Price: $376,325,359.90 EX-4.A 4 y90513exv4wa.txt 2ND. AMENDED & RESTATED LTD LIABILITY CO AGREEMENT EXHIBIT 4(a) SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CEF EQUIPMENT HOLDING, L.L.C. (A DELAWARE LIMITED LIABILITY COMPANY) Dated September 25, 2003 Second Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. CEF EQUIPMENT HOLDING, L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of September 25, 2003, adopted by General Electric Capital Services, Inc., as a member (the "Initial Member"). Preliminary Statement The Initial Member formed 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"). The Initial Member adopted the Limited Liability Company Agreement, dated of June 17, 2002 as amended to the date hereof(the "Original Agreement") and desires to amend and restate the Original Agreement to provide for the issuance of Variable Funding Certificates and the addition of a Special Member and an Independent Manager to the Company. Accordingly, the Initial Member hereby amends and restates the Original Agreement in its entirety and hereby adopts the following as the "Limited Liability Company Agreement" of the Company within the meaning of Section 18-101(7) of the Act. ARTICLE I SECTION 1.1 Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to such terms in the "Definitions Addendum" attached to this Agreement and incorporated herein and shall otherwise have the meanings assigned to such terms in the Act. ARTICLE II SECTION 2.1 Formation. The Company was formed as a limited liability company pursuant to the provisions of the Act on June 17, 2002, by the entry into the Original Agreement and the filing of the Certificate of Formation with the office of the Secretary of State of Delaware. The Initial Member hereby adopts, confirms and ratifies said Certificate of Formation and all acts taken in connection therewith. William Malpica is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased and Charles E. Rhodes became the designated "authorized person" within the meaning of the Act. Upon the filing of the Amended and Restated Certificate of Formation of the Company, his powers as an "authorized person" ceased, and the Member thereupon became the designated "authorized person" and shall continue as the designated "authorized person" within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act. Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. ARTICLE III SECTION 3.1 Name. The name of the Company is CEF Equipment Holding, L.L.C. ARTICLE IV SECTION 4.1 Purpose and Limitations on Activities. The Company shall limit its purposes and activities to engaging in the following activities: (a) (i) to issue and/or sale of Membership Interests, on the terms and conditions set forth herein; (ii) to acquire (through purchase or otherwise) from certain sellers and to hold, service, sell, transfer and pledge, equipment loan and lease receivables, mortgage loans and receivables and any related rights, documents, assets and interests, including any interest in the equipment, mortgaged property or other assets related thereto ("Assets"); (iii) to enter into any agreement providing for the acquisition, sale, financing, servicing, hedging or transfer of the Assets or interests in the Assets; (iv) to retain or reacquire an interest in the Assets; (v) to act as settlor or depositor, member, manager or similar capacity of trusts or other entities or to own equity or other beneficial interests in trusts, limited liability companies or other entities, each of which is formed in part to issue Securities (each, an "Issuer"); (vi) to acquire, own, hold, transfer, assign, pledge, sell and otherwise deal with any interests in an Issuer or Securities issued by an Issuer; (vii) to enter into, execute and deliver any underwriting agreement, purchase or placement agreement relating to the sale or placement of any securities issued by an Issuer, any sale and servicing agreement, pooling and servicing agreement, trust agreement, limited liability company agreement, purchase agreement, administration agreement, custodial agreement, insurance agreement or any other agreement which may be required or advisable to effect the administration or servicing of the Assets or the issuance and sale of any Securities or the formation of an Issuer (each, a "Securitization Agreement"), and to perform its obligations under each Securitization Agreement to which it is a party; (viii) to establish any reserve account, spread account or other credit or cash flow enhancement for the benefit of any Securities issued by the Company or any Issuer and to loan, transfer or otherwise invest any proceeds from Assets and any other income as determined by the Manager; Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 2 (ix) to purchase financial guaranty insurance policies for the benefit of any Security issued by the Company or any Issuer; (x) to enter into any interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions relating to any Assets or for the benefit of any Security issued by the Company or any Issuer; (xi) to prepare, execute and file with the Securities and Exchange Commission registration statements, including one or more prospectuses and forms of prospectus supplement, relating to any Securities to be issued on a delayed or continuous basis; (xii) to prepare private placement memoranda relating to Securities to be offered and issued privately; (xiii) for federal, state or local tax purposes, to serve as "General Partner" or Member of any Issuer; (xiv) lending or otherwise investing proceeds from Assets and any other income; and (xv) any purposes and activities necessary, convenient or incidental to the conduct, promotion or attainment of the business purposes and activities of the Company as set forth in clauses (i) through (xiv) above. (b) The Company, by or through the Initial Member, Officer, or any Manager on behalf of the Company, may enter into and perform the Transaction Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, together with any amendments or supplements thereto, all without any further act, vote or approval of any other Person, including the Independent Manager, notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Initial Member or any Manager to enter into other agreements on behalf of the Company. ARTICLE V SECTION 5.1 Registered Office; Other Offices. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The Initial Member may establish other offices of the Company at such locations within or outside the State of Delaware as the Initial Member may determine. ARTICLE VI SECTION 6.1 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 3 Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. ARTICLE VII SECTION 7.1 Admission of Members. (a) By execution of this Agreement, the Initial Member hereby continues as a member of the Company and shall have such rights in and to the profits and losses of the Company and rights to receive distributions of the Company's assets, and such other rights and obligations, as provided herein. (b) The Manager, without the consent of the Member or any other Person, may cause the Company to issue additional Membership Interests, other than the Variable Funding Certificates, and thereby admit a new Member or new Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Initial Member its capital contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Initial Member shall reasonably require to so admit such new Member to the Company. SECTION 7.2 Initial Member. The name and the address of the Initial Member of the Company is as follows: General Electric Capital Services, Inc. 44 Old Ridgebury Road Danbury, CT 06810 SECTION 7.3 Replacement of Initial Member. Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon an assignment by the last remaining Member of all of its Membership Interest and variable funding certificates in the Company and the admission of the transferee pursuant to Article XII), each person acting as an Independent Manager pursuant to Section 8.3 shall, without any action of any Person and simultaneously with the last remaining Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 8.3; provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member replacing such Special Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301(d) of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 4 admission to the Company of each Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall not be a member of the Company. SECTION 7.4 Issuance of Variable Funding Certificates in Series; Series Supplements. (a) In connection with the Company's contribution and/or sale of a pool of Assets to any Issuer in connection with any securitization transaction and/or issuance of Securities (each such pool of Assets, a "Securitized Pool"), the Manager may without the consent of any member or other Person cause the Company to issue one or more variable funding limited liability company interests in the Company evidenced by certificates (each, a "Variable Funding Certificate") pursuant to a Series Supplement to this Agreement. Each Variable Funding Certificate related to the Issuer holding or acquiring a single Securitized Pool shall constitute a "Series" of limited liability company interests in the Company within the meaning of Section 18-215 of the Act. Upon its execution of the related Series Supplement, each holder of a Variable Funding Certificate (including any permitted transferee) shall be admitted as a new Member of the Company, shall agree to make capital contributions to the Company in accordance with Article X of this Agreement, and shall agree that it shall be entitled to distributions with respect to its capital contributions represented by any Variable Funding Certificate only in accordance with Section 11.1 and solely from distributions from the Issuer holding or acquiring the Securitized Pool received by the Company from time to time. (b) Each Series Supplement shall be executed by the Manager and each initial holder of a Variable Funding Certificate of such Series. The Company shall maintain a register of the holders of the Variable Funding Certificates of each Series and shall register any transfer of such Series of Variable Funding Certificates in such register. (c) Each Series Supplement shall set forth the following information, or the method to calculate any such amounts, with respect to the related Series of Variable Funding Certificates and Securitized Pool: (i) the Amounts Available for Distribution; (ii) the Business Days; (iii) the Payment Dates; (iv) the Outstanding Unfunded Capital Commitment; and (v) the Variable Funding Capital Commitment. (d) The Company shall keep separate and distinct records for each Series and the assets associated with any such Series shall be held (directly or indirectly, including through a nominee or otherwise) and accounted for separately from the other assets of the Company, or any other Series thereof. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only and not against the assets of the Company generally or any other Series thereof. None of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 5 existing with respect to the Company generally or any other Series thereof shall be enforceable against the assets of such Series (e) The terms of each additional Series shall be as set forth in this Agreement and in the related Series Supplement, and each such Series Supplement is incorporated herein by reference and constitutes a part of this Agreement. Each Series may have rights, terms and preferences different from or senior to any other Series or the Membership Interests, and may be issued without the consent of any other Person, notwithstanding any other provision of this Agreement. ARTICLE VIII SECTION 8.1 Management. Management of the Company is initially vested solely in the Initial Member, except to the limited extent set forth in Section 8.4 with respect to the Independent Manager. The Initial Member of the Company shall be a "manager" within the meaning of the Act (a "Manager") until such time as the Initial Member appoints one or more Managers to replace the Initial Member in its capacity as Manager. Each Manager shall perform duties, on behalf of the Company as Manager, as set forth in this Agreement and in the Act and may enter into contracts with Persons on behalf of the Company and engage in activities on behalf of the Company, including issuing, delivering and executing contracts, agreements and other documents in connection therewith, in each case in accordance with Section 4.1. SECTION 8.2 Managers to Provide Information to the Initial Member. It shall be the duty of each Manager other than the Initial Member to keep the Initial Member reasonably informed as to material events relating to the Company, including, without limitation, all claims pending or threatened against the Company and the execution by such Manager on behalf of the Company of any material agreements or instruments. SECTION 8.3 Independent Manager. As long as any Obligation is outstanding, the Manager shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Manager. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 8.4. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, and (ii) shall have executed a counterpart to this Agreement as required by Section 7.3. In the event of a vacancy in the position of Independent Manager, the Initial Member shall, as soon as practicable, appoint a successor Independent Manager. The Independent Manager is a "Manager" of the Company within the meaning of the Act; provided, however, all right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise only those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 8.3, in exercising their rights and performing their duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 6 serve as trustee in bankruptcy for any Affiliate of the Company. The initial Independent Manager of the Company is Kevin P. Burns. SECTION 8.4 Limitations on the Company's Activities. (a) This Section 8.4 is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purpose" entity. (b) The Members shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of "Independent Manager" or Sections 4.1, 7.1, 7.3, 8.1, 8.2, 8.3, 8.4, 15.1, 16.1, or 16.4 of this Agreement without the unanimous written consent of the Managers and all Independent Managers. Subject to this Section 8.4, the Members reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 16.2. (c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, the Managers, any Officer or any other Person, neither the Members nor the Managers nor any Officer nor any other Person as long as any Obligation is outstanding, shall be authorized or empowered, nor shall they permit the Company, without the prior written consent of the Members and a majority of the Managers and all Independent Managers, to take any Material Action, provided, however, that as long as any Obligation is outstanding, that the Members and Managers may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Manager then serving in such capacity. Except to the limited extent set forth in this Section 8.4, all power to manage the affairs of the Company shall be vested in each Manager and not in any Independent Manager. (d) The Manager shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if: (1) the Manager shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous, in any material respect to the Company and (2) the Rating Agency Condition is satisfied. So long as any Obligation is outstanding, the Manager also shall cause the Company to: (i) maintain its own stationery and other business forms separate from those of any other Person (including the Members), and conduct business in its own name except that certain Persons may act on behalf of the Purchaser as agents; (ii) maintain separate office space of its own as part of its operations, although such space may be in a building shared with the Members (or any Affiliate thereof); (iii) segregate its corporate records, other books and records, and other assets from the property of the Members; (iv) take certain actions to disclose publicly the Company's separate existence and the transactions contemplated by any Securitization Agreement, Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 7 including through the filing of financing statements under the Uniform Commercial Code; (v) not conceal from any interested party any transfers contemplated by the Transaction Documents; (vi) allocate any direct, indirect or overhead expenses for items shared between the Company and the Members 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; (vii) pay its own operating expenses and liabilities from its own funds, except the Members may pay any or all expenses of the Company incurred in connection with the transactions entered into pursuant to any Transaction Documents, including those related to the Company's organization and except as is set forth in the preceding paragraph regarding certain shared overhead expenses; (viii) maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Company's individual assets and liabilities from those of the Initial Member or from those of any other person or entity, including any Affiliate of the Initial Member, and, except as set forth below, maintain its own books of account and corporate records separate from the Initial Member or any Affiliate thereof; (ix) properly reflect any monetary transactions, including those with the Initial Member, in its financial records; (x) except as is set forth in any Transaction Documents, not commingle or pool its funds or other assets or liabilities with those of the Initial Member or any other Person; (xi) except as is set forth in any Transaction Documents, not maintain joint bank accounts or other depository accounts to which the Initial Member (other than in their capacity as agent or Manager for the Company) has independent access; (xii) strictly observe corporate formalities, including with respect to its dealings with the Initial Member and any Affiliate thereof and any transfer of assets between the Company, on the one hand, and the Initial Member or any Affiliate thereof, on the other; (xiii) enter into any Transaction Documents with the Initial Member or any Affiliate thereof, including the agreements governing any servicer advances with respect to any Assets and the amount and payment of the servicing fee with respect to any Securitized Pool, on terms and conditions that are consistent with those of arm's-length relationships; Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 8 (xiv) not hold itself out to be, responsible for, or guaranty the debts of, the Initial Member, except as is contemplated by any Transaction Document; (xv) make all distributions to the Initial Member, in its capacity as the Company's sole member, in accordance with applicable law; (xvi) enter into any other transactions with the Initial Member and any Affiliate thereof permitted by (although not expressly provided for in) any Transaction Documents only if: (x) the terms of any such transaction are fair and equitable to each of the parties and at least as favorable as may be obtained from a third party Person and (y) such transactions are the type of transaction that would be entered into by a prudent person or entity; and (xvii) not be named, or enter 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 Initial Member. SECTION 8.5 Officers. (a) Officers. The initial Officers of the Company shall be designated by the Initial Member. The additional or successor Officers of the Company shall be chosen by the Manager and shall consist of at least a President, a Secretary and a Treasurer. The Manager may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Manager shall choose a President, a Secretary and a Treasurer. The Manager may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Manager. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Manager. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Manager. Any vacancy occurring in any office of the Company shall be filled by the Manager. The initial Officers of the Company designated by the Initial Member are listed on Schedule I hereto. (b) President. The President shall be the principal executive officer of the Company, shall preside at all meetings of the Manager, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. (c) Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Company and shall be responsible for the financial affairs of the Company. (d) Vice President. In the absence of the President or in the event of the President's inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Manager, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 9 President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Manager may from time to time prescribe. (e) Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Manager and record all the proceedings of the meetings of the Company and of the Manager in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Initial Member, if any, and special meetings of the Manager, and shall perform such other duties as may be prescribed by the Manager or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Manager (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Manager may from time to time prescribe. (f) Treasurer and Assistant Treasurer. The Treasurer shall be the principal accounting officer of the Company and shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The Treasurer shall disburse the funds of the Company as may be ordered by the Manager, taking proper vouchers for such disbursements, and shall render to the President and to the Manager, at its regular meetings or when the Manager so requires, an account of all of the Treasurer's transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Manager (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Manager may from time to time prescribe. (g) Officers as Agents. Any Officer shall be authorized to execute any Transaction Document and all bonds, mortgages and other contracts, except: (i) where required by law or this Agreement to be otherwise signed and executed, including Section 4.1(b) and (ii) where signing and execution thereof shall be expressly delegated by the Manager to some other Officer or agent of the Company. ARTICLE IX SECTION 9.1 Initial Capital Contributions. The initial cash capital contribution made by the Initial Member promptly after the execution of the Original Agreement was $10,000, which relates to a Membership Interest. ARTICLE X SECTION 10.1 Additional Contributions. (a) Except as is otherwise set forth in Section 10.2 below, the Members shall have no obligation to make any additional capital Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 10 contribution to the Company after the date hereof, but the Initial Member may elect to do so from time to time. SECTION 10.2 Capital Contributions of the Holders of each Series of Variable Funding Certificates. Upon demand of the Company or as provided in Section 16.7, the holder(s) of any Variable Funding Certificate of any Series shall be obligated to make capital contributions to the Company in an aggregate amount equal to the Outstanding Unfunded Capital Commitment for such Series on the date of such request. Not later than 2:00 p.m. on the Business Day following its receipt of a Variable Funding Certificate Capital Contribution Request with respect to any Series of Variable Funding Certificates, each holder of a Variable Funding Certificate in such Series shall fund its Percentage Interest of the amount indicated by the Company in such Variable Funding Certificate Capital Contribution Request by wire transfer of immediately available funds to the account or accounts designated by the Company. ARTICLE XI SECTION 11.1 Distributions. Distributions shall be made to the Members, other than the holder of any Variable Funding Certificates, at the times and in the aggregate amounts determined by the Manager, subject to the limitation of the Act and other applicable laws; provided that all Amounts Available for Distribution received by the Company on any Payment Date from an Issuer with respect to any Securitized Pool shall be distributed to each holder of any Variable Funding Certificate of the related Series, if any, in accordance with Section 11.2 below. SECTION 11.2 Distributions to the Holders of the Variable Funding Certificates of any Series. Subject to the limitations of the Act and other applicable laws, on each Payment Date for any Series, the Company shall distribute to each holder of a Variable Funding Certificate of such Series, in accordance with such holder's Percentage Interest, all Amounts Available for Distribution with respect to such Series on such Payment Date. SECTION 11.3 Distribution upon Resignation. Upon resignation from the Company any withdrawing Member shall not be entitled to receive any distribution and shall not otherwise be entitled to receive the fair market value of its Membership Interest or Variable Funding Certificate. ARTICLE XII SECTION 12.1 Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest without the prior written consent of the Initial Member, which consent may be withheld by the Initial Member in its sole discretion. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. (b) A permitted transferee of a Member's Membership Interest shall be admitted to the Company as substitute Member only if such transferee (i) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto and (ii) has delivered such additional documentation as the Initial Member shall reasonably require to so admit such transferee to the Company. Notwithstanding anything contained herein to the contrary, both the Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 11 Company and the Initial Member shall be entitled to treat the transferor of a Membership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as a written assignment or other evidence of the consummation of a Transfer that conforms to the requirements of this Section 12.1 and is reasonably satisfactory to the Initial Member has been received by the Company. The effective date of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the Company. (c) Each Holder of a Variable Funding Certificate may not transfer, assign or convey its Variable Funding Certificate without the consent of the Company and its permitted successors and assigns hereunder which consent shall not be unreasonably withheld. No transfer, assignment or conveyance of any Variable Funding Certificate will be effective prior to notice to the Initial Member and the Company and recordation by the Company thereof in its register for such Series of Variable Funding Certificates maintained pursuant to Section 7.4(b) hereof. (d) If a Member transfers all of its Membership Interest and Variable Funding Certificates, it shall not cease to be a member of the Company until the transferee is admitted as a Substitute Member. SECTION 12.2 Restrictions on Expulsion. No Member shall be expelled as a Member under any circumstances. ARTICLE XIII SECTION 13.1 Liability of Members. Except as required by the Act, no Member, Manager or Independent Manager solely by reason of its capacity as such will be liable for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, which debts, obligations and liabilities shall be solely the debts, obligations and liabilities of the Company. ARTICLE XIV SECTION 14.1 Exculpation and Indemnification of Members and Managers. (a) No Indemnified Party shall be liable to the Company for any loss, damage or claim incurred by reason of any act performed or any act omitted by such Indemnified Party in connection with any matter arising from, or related to, or in connection with this Agreement or the Company's business or affairs; provided, however, that the foregoing shall not eliminate or limit the liability of any Indemnified Party if a judgment or other final adjudication adverse to the Indemnified Party establishes that the Indemnified Party's acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the Indemnified Party personally gained in fact a financial profit or other advantage to which the Indemnified Party was not legally entitled. (b) The Company shall, to the fullest extent permitted by law, indemnify and hold harmless, and advance expenses to, each Indemnified Party against any losses, claims, damages or liabilities to which the Indemnified Party may become subject in connection with any matter arising from, related to, or in connection with, this Agreement or the Company's Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 12 business or affairs; provided, however, that no indemnification may be made to or on behalf of any Indemnified Party (and any expenses advanced shall be returned) if a judgment or other final adjudication adverse to the Indemnified Party establishes (i) that the Indemnified Party's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that the Indemnified Party personally gained in fact a financial profit or other advantage to which the Indemnified Party was not legally entitled. (c) Notwithstanding anything else contained in this Agreement, the indemnity obligations of the Company under paragraph (b) above shall: (i) be in addition to any liability that the Company may otherwise have; (ii) inure to the benefit of the successors, assigns, heirs and personal representatives of each Indemnified Party; and (iii) be limited to the assets of the Company. (b) This Article XIV shall survive any termination of this Agreement and the dissolution of the Company. ARTICLE XV SECTION 15.1 Duration and Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (A) to continue the Company and (B) to admit of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company. (b) Notwithstanding any other provision of this Agreement, the Bankruptcy of any Member or a Special Member shall not cause such Member or Special Member, respectively, to cease to be a Member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (c) Notwithstanding any other provision of this Agreement, each Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of such Member or Special Member, or the occurrence of an event that causes such Member or Special Member to cease to be a member of the Company. Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 13 (d) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. (e) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including all Obligations of the Company), shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act. ARTICLE XVI SECTION 16.1 Amendments; Series Supplement. (a) Subject to Section 8.4 and except as is otherwise set forth in clause (c) below, this Agreement may be modified, altered, supplemented or amended if: (x) all the Members execute and deliver a written agreement with respect to such amendment; and (y) so long as any Obligation is outstanding, the Rating Agency Condition is satisfied. (b) Subject to Section 8.4 and except as is otherwise set forth in clause (c) below, any Series Supplement may be modified, altered, supplemented or amended if: (x) all the Members execute and deliver a written agreement with respect to such amendment; and (y) so long as any Obligation issued in respect of the applicable Series Supplement is outstanding, the Rating Agency Condition is satisfied. (c) This Agreement may be modified, altered, supplemented or amended without satisfying the requirements of clause (a) or (b) above: (i) to cure any ambiguity, (ii) to convert or supplement any provision herein in a manner consistent with the intent of this Agreement and the other Transaction Documents, and (iii) to cause the issuance of any Variable Funding Certificate pursuant to a Series Supplement in accordance with Section 7.4 of this Agreement. SECTION 16.2 Headings. The titles of Sections of this Agreement are for convenience or reference only and shall not define or limit any of the provisions of this Agreement. SECTION 16.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF. SECTION 16.4 Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 14 SECTION 16.5 Further Assurances. The Members shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement. SECTION 16.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement. Executed counterparts may be delivered electronically. SECTION 16.7 Assignment; Third Party Beneficiaries. The parties hereto acknowledge and agree that the obligation of each holder of a Variable Funding Certificate of any Series to make capital contributions pursuant to its Variable Funding Certificate, this Agreement and the related Series Supplement and all other rights of the Company under this Agreement and the related Series Supplement may be pledged from time to time by the Company to creditors of the Company or its assigns related to any Securitized Pool to secure the Company's or its assigns' obligations to such creditors. In connection with the exercise of remedies against the Company, any such creditor may request each holder of a Variable Funding Certificate of the related Series to make capital contributions pursuant to Article X hereof and the related Series Supplement without further consent of such Variable Funding Certificateholder or the Company. Nothing in this Agreement or in any Variable Funding Certificate, whether express or implied, shall be construed to give to any other Person (other than the Parties hereto and the Indemnified Parties) any legal or equitable right, remedy or claim under or in respect of this Agreement or such Variable Funding Certificate, or any covenants, conditions or provisions contained herein or therein. [Signature Follows] Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 15 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written. INITIAL MEMBER: GENERAL ELECTRIC CAPITAL SERVICES, INC. By: __________________________________ Name: Title: INITIAL INDEPENDENT MANAGER: The undersigned, pursuant to Section 8.3 hereof, hereby executes this counterpart to this Agreement and accepts his or her appointment as an Independent Manager in accordance with the Agreement. By: ___________________________ Name: _________________________ Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 16 DEFINITIONS ADDENDUM TO THE LIMITED LIABILITY COMPANY AGREEMENT "Act" is defined in the Preliminary Statement. "Affiliate" means, with respect to any Person, any Person or group of Persons acting in concert in respect of the Person in question that, directly or indirectly, controls or is controlled by or is under common control with such Person. For the purposes of this definition, "control" (including, with correlative meaning, the terms "controlled by" and "under common control with") as used with respect to any Person or group of Persons, shall mean the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" means this Limited Liability Company Agreement, including any Series Supplement, as each may be amended or supplemented from time to time. "Amounts Available for Distribution" with respect to each Series of Variable Funding Certificates, shall have the meaning assigned to such term in the related Series Supplement. "Assets" is defined in Section 4.1. "Bankruptcy" means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person's consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of "Bankruptcy" is intended to replace and shall supersede and replace the definition of "Bankruptcy" set forth in Sections 18[ ]101(1) and 18[ ]304 of the Act. "Business Day" with respect to each Series of Variable Funding Certificates, shall have the meaning assigned to such term in the related Series Supplement. "Certificate of Formation" means the Certificate of Formation of CEF Equipment Holding, L.L.C., as amended from time to time. Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 17 "Company" means CEF Equipment Holding, L.L.C., a Delaware limited liability company. "Indemnified Party" means a Member (including each holder of a Variable Funding Certificate), Manager, employee, organizer or agent of the Company or any officer, agent, shareholder, director, employee or incorporator of the Initial Member. "Independent Manager" means a natural person who, for the five-year period prior to his or her appointment as Independent Manager has not been, and during the continuation of his or her service as Independent Manager is not: (i) an employee, director, stockholder, partner or officer of the Company or any of its Affiliates (other than his or her service as an Independent Manager of the Company or any limited purpose Affiliate thereof); (ii) a customer or supplier of the Company or any of its Affiliates; or (iii) any member of the immediate family of a person described in (i) or (ii). "Initial Member" has the meaning assigned in the preamble. "Issuer" has the meaning set forth in Section 4.1(a)(v). "Manager" is defined in Section 8.1; provided, however, the term "Manager" shall not include the Independent Manager. "Material Action" means to consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company (except pursuant to a Transaction Document), or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company's inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company. "Member" means any Person that is admitted as a member of the Company in such person's capacity as a member of the Company, in each case for so long as such Person continues to be a member of the Company; provided, however, the term "Member" shall not include a Special Member. "Membership Interest" means the entire limited liability company interest of a Member in the Company at any particular time (other than any Variable Funding Certificate), including the right of such Member to any and all benefits to which a Member may be entitled as provided in this Agreement with respect to such Membership Interest, together with the obligations of such member to comply with all the terms and provisions of this Agreement. A Membership Interest is an interest that relates to the assets of the Company generally and not any Series. Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 18 "Obligations" shall mean any Securities and the indebtedness, liabilities and obligations issued under or in connection with any Securitization Agreement, the other Transaction Documents or any related document in effect as of any date of determination. "Officer" means an officer of the Company described in Section 8.5. "Outstanding Unfunded Capital Commitment" with respect to each Series of Variable Funding Certificates, shall have the meaning assigned to such term in the related Series Supplement. "Payment Date" with respect to each Series of Variable Funding Certificates, shall have the meaning assigned to such term in the related Series Supplement. "Percentage Interest" with respect to each Variable Funding Certificate, the percentage set forth on the face of such Variable Funding Certificate. "Person" means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, association, joint venture, government or any agency or political subdivision thereof or any other entity of whatever nature. "Rating Agency" means any nationally recognized statistical rating organization currently rating any Security. "Rating Agency Condition" means, with respect to any action, that each Rating Agency shall have been given ten days prior notice thereof and that each of the Rating Agencies shall have notified the Company in writing that such action will not result in a reduction or withdrawal or qualification of the then current rating by such Rating Agency of any of the Securities. "Securitization Agreement" has the meaning set forth in Section 4.1(a)(vii). "Securitized Pool" shall have the meaning assigned to such term in Section 7.4 hereof. "Security" means any bond, note, certificate or other security issued by the Company or an Issuer and secured primarily by or evidencing a beneficial ownership interest in any Assets. "Series" shall have the meaning assigned to such term in Section 7.4 hereof. "Series Supplement" means, with respect to each Series of Variable Funding Certificate, the series supplement executed by the Manager and the initial holder(s) of the Variable Funding Certificates in such Series pursuant to Section 7.4 hereof. "Special Member" means, upon such person's admission to the Company as a member of the Company pursuant to Section 7.3, a person acting as Independent Manager, in such person's capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement. Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 19 "Transaction Documents" means this Agreement, each Series Supplement, if any, any Securitization Agreement and all documents and certificates contemplated thereby or delivered in connection therewith. "Transfer" means, as a noun, any transfer, sale, assignment, exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance or other disposition whether direct or indirect, voluntary or involuntary, by operation of law or otherwise and, as a verb, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, to transfer, sell, assign, exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise dispose of. "Variable Funding Capital Commitment" with respect to each Series of Variable Funding Certificates, shall have the meaning assigned to such term in the related Series Supplement. "Variable Funding Certificate" shall have the meaning assigned to such term in Section 7.4 hereof. "Variable Funding Certificate Capital Contribution Request" shall mean any written request, either substantially in the form of Exhibit A hereto, delivered by the Company to any holder of a Variable Funding Certificate of any Series, or made as described in Section 16.8. Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 20 EXHIBIT A FORM OF VARIABLE FUNDING CERTIFICATE CAPITAL CONTRIBUTION REQUEST CEF Equipment Holding, L.L.C. 44 Old Ridgebury Road Danbury, Connecticut 06810 General Electric Capital Services, Inc. 44 Old Ridgebury Road Danbury, Connecticut 06810 Attn: [ ] Facsimile: [ ] Re: CEF Equipment Holding, L.L.C. (the "Company") Variable Funding Certificate, Series [ ] Ladies and Gentlemen: This notice confirms the Company's request for a capital contribution on your Variable Funding Certificate, Series [__], pursuant to Section 10.2 of the Amended and Restated Limited Liability Company Agreement, dated as of September 25, 2003 (the "Limited Liability Company Agreement"), and the Series Supplement thereto related to your Variable Funding Certificate, Series [__], in the amount of $____________. Please contribute the requested amount as set forth in Section 10.2 of the Limited Liability Company Agreement. Please acknowledge receipt of this notice by executing below and returning to the above-listed address. Very truly yours, CEF Equipment Holding, L.L.C., with respect to the Series 2003-1 Variable Funding Certificates By: _____________________________________ Name: Title: ACKNOWLEDGED: General Electric Capital Services, Inc. By: ____________________________________ Name: Title: Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 21 SCHEDULE I Officer Title Paul T. Bossidy President and Principal Executive Officer Christopher Jacobs Vice President and Principal Financial Officer Mary C. Hemphill Vice President and Principal Accounting Officer Charles E. Rhodes Vice President and Secretary Michael A. Meehan Vice President and Assistant Secretary Linda M. Zecher Vice President and Assistant Secretary Michael Cipolla Vice President and Principal Servicing Officer Mark R. Hutchinson Vice President Timothy M. Carfi Vice President Thomas F. Fanelli Vice President Timothy J. Yanoti Vice President Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. 22 EX-4.B 5 y90513exv4wb.txt SUPP. TO 2ND AMENDED & RESTATED LIT LIABILITY AGR. EXHIBIT 4(b) SERIES 2003-1 SUPPLEMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CEF EQUIPMENT HOLDING, L.L.C. SERIES 2003-1 SUPPLEMENT, dated as of September 25, 2003, by and between General Electric Capital Services, Inc., as Manager (the "Manager") and General Electric Capital Services, Inc., as holder of the Series 2003-1 Variable Funding Certificate (as defined below) (this "Series 2003-1 Supplement") to the Second Amended and Restated Limited Liability Company Agreement, dated as of September 25, 2003 (as amended, modified or supplemented from time to time, the "Base LLC Agreement"), of CEF Equipment Holding, L.L.C. (the "Company"). PRELIMINARY STATEMENT WHEREAS, Section 7.4 of the Base LLC Agreement provides, among other things, that the Manager may from time to time enter into a series supplement to the Base LLC Agreement (each, a "Series Supplement") for the purpose of issuing a Series of Variable Funding Certificates. NOW, THEREFORE, the parties hereto agree as follows: DESIGNATION There is hereby created a Series of Variable Funding Certificates to be issued pursuant to the Base LLC Agreement and this Series 2003-1 Supplement and such Series of Variable Funding Certificate shall be designated and referred to herein as the "Series 2003-1 Variable Funding Certificate". The sole Series 2003-1 Variable Funding Certificate shall be issued to General Electric Capital Services, Inc., as holder of the Series 2003-1 Variable Funding Certificate. ARTICLE I DEFINITIONS (a) All capitalized terms not otherwise defined herein are defined in the Base LLC Agreement. Unless otherwise provided herein or if such term is otherwise defined in the Base LLC Agreement, each capitalized term used or defined herein shall relate only to the Series 2003-1 Variable Funding Certificate and not to any other Series of Variable Funding Certificate issued by the Company. (b) The following words and phrases shall have the meanings set forth below with respect to the Series 2003-1 Variable Funding Certificate and the definitions of such terms are applicable to the singular as well as the plural form of such terms: "Amounts Available for Distribution" means, on each Payment Date, all funds received by the Issuer from whatever source with respect to the related Securitized Pool and available for distribution after the payment of all obligations of the Issuer payable on such Payment Date with respect to the related Securitized Pool. Series 2003-1 LLC Agreement Supplement "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. "Issuer" means GE Commercial Equipment Financing LLC, Series 2003-1. "Outstanding Unfunded Capital Commitment" means, as of any date of determination, (i) the Variable Funding Capital Commitment reduced by (ii) the aggregate amount of capital contributions made by holder of the Series 2003-1 Variable Funding Certificate pursuant to Section 2.2 hereof and Section 10.2 of the Base LLC Agreement. If on any Payment Date the Outstanding Unfunded Capital Commitment is less than the Variable Funding Capital Commitment, the Outstanding Unfunded Capital Commitment shall be increased on such Payment Date to the extent of Amounts Available for Distribution on such Payment Date, provided that in no event shall the Outstanding Unfunded Capital Commitment after any such increase exceed the Variable Funding Capital Commitment. "Payment Date" means the 20th day of each calendar month or, if such day is not a Business Day, the next Business Day, commencing on October 20, 2003. "Variable Funding Capital Commitment" means, as of any date of determination, an amount equal to $13,193,123, or such lesser amount as the Company may instruct the holder of the Series 2003-1 Variable Funding Certificate from time to time in accordance with the related Transaction Documents. ARTICLE II SERIES 2003-1 With respect to the Series 2003-1 Variable Funding Certificate, the following shall apply: SECTION 2.1 ISSUANCE OF THE SERIES 2003-1 VARIABLE FUNDING CERTIFICATE. The Manager, on behalf of the Company, will issue a certificate evidencing the Series 2003-1 Variable Funding Certificate in substantially the form set forth as Exhibit A to this Series 2003-1 Supplement to General Electric Capital Services, Inc., on the date hereof. SECTION 2.2 CAPITAL CONTRIBUTIONS The holder of the Series 2003-1 Variable Funding Certificate, by its execution hereof, hereby (i) agrees to contribute capital to the Company from time to time in accordance with Section 10.2 of the Base LLC Agreement, (ii) agrees it is bound by the Base LLC Agreement as supplemented hereby, and (iii) is admitted to the Company as a Member. SECTION 2.3 DISTRIBUTION PAYMENTS. Amounts Available for Distribution with respect to the Series 2003-1 Variable Funding Certificate shall be payable, on each Payment Date, in accordance with Section 11.2 of the Base LLC Agreement to the holder of the Series 2003-1 Variable Funding Certificate. Series 2003-1 LLC Series Supplement 2 SECTION 2.4 REDEMPTION Following the reduction of the Variable Funding Capital Commitment to zero by the Company, the Series 2003-1 Variable Funding Certificate shall be delivered to the Manager by each holder thereof and shall thereby be redeemed by the Company. To the extent of the holder of the Series 2003-1 Variable Funding Certificate shall have failed to be reimbursed for any capital contribution made by it hereunder, the holder shall remain a Member of the Company, shall be deemed to have made a capital contribution to the Company in the amount of such deficiency and shall be entitled to distributions on account thereof in accordance with Section 11.1 of the Base LLC Agreement. ARTICLE III TRANSFER OF CERTIFICATE SECTION 3.1 FORM, DENOMINATION AND TRANSFER The Series 2003-1 Variable Funding Certificate will be issued in fully registered, certificated form to General Electric Capital Services Inc. substantially in the form attached as Exhibit A. The Series 2003-1 Variable Funding Certificate has not been and will not be registered under the Securities Act or under the securities or blue sky laws of any state in the United States. The holder of the Series 2003-1 Variable Funding Certificate may not sell, transfer or assign the Series 2003-1 Variable Funding Certificate without the Consent of the Company or its permitted successors and assigns. ARTICLE IV GENERAL SECTION 4.1 RATIFICATION OF BASE LLC AGREEMENT. As supplemented by this Series 2003-1 Supplement, the Base LLC Agreement is in all respects ratified and confirmed and the Base LLC Agreement as so supplemented by this Series 2003-1 Supplement shall be read, taken, and construed as one and the same instrument. SECTION 4.2 COUNTERPARTS. This Series 2003-1 Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. SECTION 4.3 GOVERNING LAW. THIS SERIES 2003-1 SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS. Series 2003-1 LLC Series Supplement 3 SECTION 4.4 AMENDMENTS. This Series 2003-1 Supplement may be modified or amended from time to time in accordance with the terms of the Base LLC Agreement; provided that no such modifications or amendment shall be inconsistent with the Base LLC Agreement. Series 2003-1 LLC Series Supplement 4 IN WITNESS WHEREOF, the parties hereto have caused this Series 2003-1 Supplement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. GENERAL ELECTRIC CAPITAL SERVICES, INC. as Manager By: _________________________________ Name: Title: GENERAL ELECTRIC CAPITAL SERVICES, INC. as holder of the Series 2003-1 Variable Funding Certificate By: _________________________________ Name: Title: Series 2003-1 LLC Agreement Supplement S-1 EXHIBIT A FORM OF SERIES 2003-1 VARIABLE FUNDING CERTIFICATE THIS SERIES 2003-1 VARIABLE FUNDING CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS SERIES 2003-1 VARIABLE FUNDING CERTIFICATE SHALL BE MADE. THE HOLDER OF THIS SERIES 2003-1 VARIABLE FUNDING CERTIFICATE HEREOF IS REQUIRED TO MAKE CAPITAL CONTRIBUTIONS REQUESTED BY THE COMPANY (OR BY CERTAIN OTHER PERSONS REFERRED TO HEREIN) UP TO ITS PERCENTAGE INTEREST OF THE VARIABLE FUNDING CAPITAL COMMITMENT. THE OUTSTANDING UNFUNDED CAPITAL COMMITMENT OF THE SERIES 2003-1 VARIABLE FUNDING CERTIFICATE AT ANY TIME MAY BE LESS THAN SUCH MAXIMUM AMOUNT. THIS SERIES 2003-1 VARIABLE FUNDING CERTIFICATE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, GENERAL ELECTRIC CAPITAL CORPORATION, GENERAL ELECTRIC CAPITAL SERVICES, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES. Series 2003-1 LLC Agreement Supplement CEF EQUIPMENT HOLDING, L.L.C. SERIES 2003-1 VARIABLE FUNDING CERTIFICATE With a Percentage Interest of 100% and Representing a Maximum Amount outstanding at any time not to exceed the Percentage Interest of the Variable Funding Capital Commitment This certifies that GENERAL ELECTRIC CAPITAL SERVICES, INC. (the "Holder") is the registered owner of this Series 2003-1 Variable Funding Certificate as described in the Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C. (the "Base LLC Agreement") dated as of September 25, 2003 and the Series Supplement related thereto dated as of September 25, 2003 (the "Series Supplement"), as each may be amended or supplemented from time to time. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Series Supplement. This Series 2003-1 Variable Funding Certificate represents the Percentage Interest specified above of the series of limited liability company interests in the company designated as the Series 2003-1 Variable Funding Certificate, including any distributions from the Company pursuant to Section 11.2 of the Base LLC Agreement. All of the provisions of the Base LLC Agreement and the Series Supplement are incorporated by reference and comprise integral parts of this Series 2003-1 Variable Funding Certificate. The following summary of certain provisions thereof is not and does not purport to be complete. By its acceptance hereof, the Holder of this Series 2003-1 Variable Funding Certificate assents to and is bound by the terms, provisions and conditions of the Base LLC Agreement and the Series Supplement, including the provisions thereof (i) setting forth the obligation of the Holder of this Series 2003-1 Variable Funding Certificate to make capital contributions as and when properly requested pursuant to Section 10.2 of the Base LLC Agreement and (ii) specifying that this Series 2003-1 Variable Funding Certificate is payable only from certain funds of the Company that are available for such purpose in accordance with Section 11.2 of the Base LLC Agreement. Subject to the more detailed provisions concerning payments to be made to the Holder of the Series 2003-1 Variable Funding Certificate set forth in the Base LLC Agreement and the Series Supplement, distributions to the Holder of this Series 2003-1 Variable Funding Certificate will be made on the 20th day of each calendar month, or if such day is not a Business Day, then on the next succeeding Business Day, to the extent funds are available therefor. THE HOLDER MAY NOT TRANSFER, ASSIGN OR CONVEY THIS SERIES 2003-1 VARIABLE FUNDING CERTIFICATE, OR ANY INTEREST THEREIN, WITHOUT THE CONSENT OF THE COMPANY OR ITS PERMITTED Series 2003-1 LLC Agreement Supplement SUCCESSORS AND ASSIGNS. The Company will maintain a register in which it will record the name and contact information for each Holder. No transfer, assignment or conveyance of this Series 2003-1 Variable Funding Certificate, or any interest therein, will be effective prior to notice to the Company and recordation by the Company thereof in such register. THIS VARIABLE FUNDING CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. Series 2003-1 LLC Agreement Supplement IN WITNESS WHEREOF, the Company has caused this Series 2003-1 Variable Funding Certificate to be duly executed. CEF EQUIPMENT HOLDING, L.L.C., as Issuer By: GENERAL ELECTRIC CAPITAL SERVICES, INC., not in its individual capacity but solely in its capacity as Manager By: _________________________________ Name: Title: Dated: September 25, 2003 Series 2003-1 LLC Agreement Supplement EX-4.C 6 y90513exv4wc.txt LIMITED LIABILITY COMPANY AGREEMENT Exhibit 4(c) LIMITED LIABILITY COMPANY AGREEMENT OF GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 (A DELAWARE LIMITED LIABILITY COMPANY) Dated September 25, 2003 Issuer LLC Agreement GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 LIMITED LIABILITY COMPANY AGREEMENT dated as of September 25, 2003, adopted by CEF Equipment Holding, L.L.C., with respect to its series of limited liability company interests designated as the Series 2003-1 Variable Funding Certificates (the "Initial Member"). Preliminary Statement 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"). Accordingly, the Initial Member hereby adopts the following as the "Limited Liability Company Agreement" of the Company within the meaning of Section 18-101(7) of the Act. ARTICLE I SECTION 1.1 Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to such terms in the "Definitions Addendum" attached to this Agreement and incorporated herein and shall otherwise have the meanings assigned to such terms in the Act. ARTICLE II SECTION 2.1 Formation. The Company was formed as a limited liability company pursuant to the provisions of the Act on by this Agreement and by the filing of the Certificate of Formation with the office of the Secretary of State of Delaware. The Initial Member hereby adopts, confirms and ratifies said Certificate of Formation and all acts taken in connection therewith. Michael J. Cipolla is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an "authorized person" ceased, and the Member thereupon became the designated "authorized person" and shall continue as the designated "authorized person" within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business any other jurisdiction in which the Company may wish to conduct business. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act. ARTICLE III SECTION 3.1 Name. The name of the Company is GE Commercial Equipment Financing LLC, Series 2003-1. Issuer LLC Agreement ARTICLE IV SECTION 4.1 Purpose and Limitations on Activities. The Company shall limit its purposes and activities to (i) the issuance and sale of Membership Interests, on the terms and conditions set forth herein; (ii) acquiring (through purchase or otherwise) from CEF Equipment Holding, L.L.C. or any of its subsidiaries or affiliates (collectively, the "Seller"), holding, servicing, transferring and pledging equipment loan and lease receivables, mortgage loans and receivables and any related rights, documents, assets, and interests ("Assets"); (iii) entering into any agreement providing for the acquisition, sale, financing, servicing, hedging or transfer of the Assets or interests in the Assets; (iv) retaining or reacquiring an interest in the Assets; (v) lending or otherwise investing proceeds from Assets and any other income; and (vi) any purposes and activities necessary, convenient or incidental to the conduct, promotion or attainment of the business purposes and activities of the Company as set forth in clauses (i) through (v) above. Provided that, in connection with the permitted activities specified above, the purpose and activities of the Company shall be further limited as follows: (vii) the Company may only hold (a) financial assets (as that term is defined within Statement of Financial Accounting Standards No. 140 and related Generally Accepted Accounting Principles, as amended) transferred to it from the Seller (the "Transferred Assets"), (b) cash obtained from collections of the Financial Assets and temporary cash equivalent investments of that cash pending distribution, and (c) nonfinancial assets that may be acquired from time to time in connection with foreclosure and related servicing activities associated with the financial assets acquired under clause (a) above. Temporary cash investments are intended to include money market accounts and certificates of deposits with maturities no later than the next scheduled distribution date; (viii) the servicing of assets held by the Company shall be conducted in a manner that is consistent with the servicing agreement to which the Company shall become a party coincident with the initial transfer of assets from the Seller (the "Servicing Agreement"); (ix) the Company may sell or assign assets only as specified in the Servicing Agreement; (x) the Company may enter into derivative contracts or hedges that have the following characteristics: (a) are interest rate swap arrangements, (b) have a fair value at inception of zero, and (c) commence on a date within 2 days of the effective date of the receipt by the Company of Transferred Assets. SECTION 4.2 Authority. The Company, by or through the Member, or any Manager on behalf of the Company, may enter into and perform the Indenture, Transaction Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, together with any amendments or supplements thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager to enter into other agreements on behalf of the Company. Issuer LLC Agreement 2 ARTICLE V SECTION 5.1 Registered Office; Other Offices. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Wilmington, New Castle County, Delaware 19808. The Manager may establish other offices of the Company at such locations within or outside the State of Delaware as the Initial Member may determine. ARTICLE VI SECTION 6.1 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Wilmington, New Castle County, Delaware, 19808. ARTICLE VII SECTION 7.1 Admission of Members. (a) By execution of this Agreement, the Initial Member is hereby admitted as a Member of the Company and shall have a Membership Interest in the Company including, without limitation, such rights in and to the profits and losses of the Company and rights to receive distributions of the Company's assets, and such other rights and obligations, as provided herein. On the date hereof, the Variable Funding Certificate shall be issued to the Initial Member, and the Initial Member hereby agrees that it is bound by the terms and conditions of this Agreement, including those set forth in the Variable Funding Certificate. (b) Without the consent of any Member or other Person, the Manager may cause the Company to issue additional Membership Interests and thereby admit a new Member or new Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Initial Member its capital contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Initial Member shall reasonably require to so admit such new Member to the Company. SECTION 7.2 Initial Member. The name and the address of the Initial Member of the Company is as follows: CEF Equipment Holding, L.L.C. 44 Old Ridgeburry Road Danbury, Connecticut 06810 ARTICLE VIII SECTION 8.1 Management. Subject to Section 16.1 management of the Company is initially vested in the Initial Member. The Initial Member shall be a "manager" within the meaning of the Act (a "Manager") until such time as the Initial Member appoints one or more Managers to replace the Initial Member in its capacity as manager of the Company. Each Manager shall perform duties, on behalf of the Company as Manager as set forth in this Issuer LLC Agreement 3 Agreement and in the Act and may enter into contracts with Persons on behalf of the Company and engage in activities on behalf of the Company, including issuing, delivering and executing contracts, agreements and other documents in connection therewith, in each case in accordance with Section 4.1. SECTION 8.2 Managers to Provide Information to the Initial Member. It shall be the duty of each Manager to keep the Initial Member reasonably informed as to material events relating to the Company, including, without limitation, all claims pending or threatened against the Company and the execution by such Manager on behalf of the Company of any material agreements or instruments. SECTION 8.3 Accounting and Tax Reports; Tax Matters. (a) The Manager shall: (a) maintain (or cause to be maintained) the books of the Company on a calendar year basis on the accrual method of accounting, (b) deliver to each Member, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Member to prepare its federal, state and local income tax returns, (c) file such tax returns relating to the Company, and make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Company's characterization as a partnership for federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax with respect to income or distributions to Members. The Manager shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Assets and shall elect under Section 171 of the Code to amortize any bond premium with respect to the Assets. The Manager shall not make the election provided under Section 754 of the Code. (b) Initial Member shall be designated the "tax matters partner" of the Company pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations and shall sign on behalf of the Company the tax returns of the Company. ARTICLE IX SECTION 9.1 Initial Capital Contributions. The initial cash capital contribution to be made by the Initial Member promptly hereafter is $10,000. ARTICLE X SECTION 10.1 Additional Contributions. (a) The Members shall have no obligation to make any additional capital contribution to the Company after the date hereof, but the Initial Member may elect to do so from time to time. Notwithstanding the foregoing, upon demand of the Company or as provided in Section 16.8, the Variable Funding Certificateholder shall be obligated to make additional capital contributions to the Company in an amount up to the Outstanding Unfunded Capital Commitment. Not later than 2:00 p.m. on the Business Day following delivery of such demand, the Variable Funding Certificateholder shall fund the indicated amount by wire transfer of immediately available funds to the account or accounts designated by the Company. Issuer LLC Agreement 4 ARTICLE XI SECTION 11.1 Distributions. Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Manager, subject to the limitations of the Act or other applicable laws. SECTION 11.2 Distributions on the Variable Funding Certificate. Subject to the limitations of the Act or other applicable laws, on each Distribution Date, the Company shall distribute to the Variable Funding Certificateholder all Amounts Available for Distribution. SECTION 11.3 Distribution upon Withdrawal. Upon withdrawal, any withdrawing Member shall not be entitled to receive any distribution and shall not otherwise be entitled to receive the fair market value of its Membership Interest. ARTICLE XII SECTION 12.1 Transfers. (a) A Member other than the Initial Member may not Transfer any part of its Membership Interest without the prior written consent of the Initial Member, such consent not to be unreasonably withheld. Any purported Transfer of any Membership Interest in contravention of this Section 12.1 shall, to the fullest extent permitted by law, be null and void and of no force or effect whatsoever. No purchase or transfer of a Membership Interest will be effective, and neither the Company nor the Initial Member will recognize any such purchase or transfer, if, after giving effect to such purchase or transfer, 25% or more of the Membership Interests as determined under 29 C.F.R. Section 2510.3-101, would be held by Benefit Plan Investors. A purchaser that is, or is acting on behalf of, an employee benefit plan subject to ERISA or Section 4975 of the Code or any entity deemed to hold plan assets of either of the foregoing, will be required to represent and warrant that its investment in the Membership Interests will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental or church plan, a violation of any similar federal, state or local law). (b) The Initial Member shall admit a transferee of a Member's Membership Interest to the Company only if such transferee (i) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto and (ii) has delivered such additional documentation as the Initial Member shall reasonably require to so admit such transferee to the Company. Notwithstanding anything contained herein to the contrary, both the Company and the Initial Member shall be entitled to treat the transferor of a Membership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as a written assignment or other evidence of the consummation of a Transfer that conforms to the requirements of this Section 12.1 and is reasonably satisfactory to the Initial Member has been received by the Company. The effective date of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the Company. (c) The Variable Funding Certificateholder may not transfer, assign or convey the Variable Funding Certificate or the interest represented thereby, without the Consent of the Company, provided that such consent shall not be unreasonably withheld and without complying Issuer LLC Agreement 5 with the terms of the Variable Funding Certificate. No transfer, assignment or conveyance of the Variable Funding Certificate will be effective prior to notice to the Company and recordation by the Company thereof in such register. SECTION 12.2 Restrictions on Expulsion. No Member shall be expelled as a Member under any circumstances. ARTICLE XIII SECTION 13.1 Liability of Members. Except as required by the Act, no Member or any Manager, agent, shareholder, director, employee or incorporator of any Member will be liable for the debts, solely by reason of being a member or manager of the Company whether arising in contract, tort or otherwise, which debts, obligations and liabilities shall be solely the debts, obligations and liabilities of the Company or such other Member, as applicable. ARTICLE XIV SECTION 14.1 Exculpation and Indemnification of Members. (a) No Indemnified Party shall be liable to the Company or any Member for any loss, damage or claim incurred by reason of any act performed or any act omitted by such Indemnified Party in connection with any matter arising from, or related to, or in connection with this Agreement or the Company's business or affairs; provided, however, that the foregoing shall not eliminate or limit the liability of any Indemnified Party if a judgment or other final adjudication adverse to the Indemnified Party establishes (i) that the Indemnified Party's acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or (ii) that the Indemnified Party personally gained in fact a financial profit or other advantage to which the Indemnified Party was not legally entitled. (b) The Company shall, to the fullest extent permitted by the Act, indemnify and hold harmless, and advance expenses to, each Indemnified Party against any losses, claims, damages or liabilities to which the Indemnified Party may become subject in connection with any matter arising from, related to, or in connection with, this Agreement or the Company's business or affairs; provided, however, that no indemnification may be made to or on behalf of any Indemnified Party (and expenses advanced shall be returned) if a judgment or other final adjudication adverse to the Indemnified Party establishes (i) that the Indemnified Party's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that the Indemnified Party personally gained in fact a financial profit or other advantage to which the Indemnified Party was not legally entitled. (c) Notwithstanding anything else contained in this Agreement, the indemnity obligations of the Company under paragraph (b) above shall: (i) be in addition to any liability that the Company may otherwise have; Issuer LLC Agreement 6 (ii) inure to the benefit of the successors, assigns, heirs and personal representatives of each Indemnified Party; and (iii) be limited to the assets of the Company. (d) This Article XIV shall survive any termination of this Agreement and the dissolution of the Company. ARTICLE XV SECTION 15.1 Duration and Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the affirmative vote or written consent of the Initial Member or as otherwise required by the Act. ARTICLE XVI SECTION 16.1 Bankruptcy. Except by the unanimous consent of all Members, and Managers, the Company shall not file a voluntary petition in bankruptcy or otherwise seek relief under Title 11 of the United States Code or any successor statute thereto, or under any similar applicable state law. SECTION 16.2 Amendments. This Agreement may be amended only by written instrument executed by the Initial Member, provided that the Rating Agency Condition is satisfied. SECTION 16.3 Headings. The titles of Sections of this Agreement are for convenience or reference only and shall not define or limit any of the provisions of this Agreement. SECTION 16.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF. SECTION 16.5 Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. SECTION 16.6 Further Assurances. The Initial Member shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement. SECTION 16.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement. Executed counterparts may be delivered electronically. Issuer LLC Agreement 7 SECTION 16.8 Assignment; Third Party Beneficiaries. The parties hereto acknowledge and agree that the obligation of the Variable Funding Certificateholder to make capital contributions pursuant to the Variable Funding Certificate and all other rights of the Company under this Agreement may be pledged from time to time by the Company to creditors of the Company to secure the Company's obligations to such creditors. In connection with the exercise of remedies against the Company any such Creditor may request the Variable Funding Certificateholder to make capital contributions pursuant to Article X hereof without further consent of the Variable Funding Certificateholder. Nothing in this Agreement or in the Variable Funding Certificate, whether express or implied, shall be construed to give to any other Person (other than a party hereto or an Indemnified Party) any legal or equitable right, remedy or claim under or in respect of this Agreement or the Variable Funding Certificate, or any covenants, conditions or provisions contained herein or therein. SECTION 16.9 Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member, in accordance with its terms. [Signature Follows] Issuer LLC Agreement 8 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written. CEF EQUIPMENT HOLDING, L.L.C., with respect to its series of limited liability company interests designated as the Series 2003-1 Variable Funding Certificates, as Member and Variable Funding Certificateholder By: _____________________________ Name: Title: Issuer LLC Agreement 9 DEFINITIONS ADDENDUM TO THE LIMITED LIABILITY COMPANY AGREEMENT "Act" is defined in the Preliminary Statement. "Affiliate" means, with respect to any Person, any Person or group of Persons acting in concert in respect of the Person in question that, directly or indirectly, controls or is controlled by or is under common control with such Person. For the purposes of this definition, "control" (including, with correlative meaning, the terms "controlled by" and "under common control with") as used with respect to any Person or group of Persons, shall mean the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" means this Limited Liability Company Agreement, including the Variable Funding Certificate, as amended from time to time. "Amounts Available for Distribution" means on each Distribution Date all funds received by the Company from whatever source after the payment of all interest, principal and other debt payments made by the Company on such Distribution Date and any other obligations of the Company payable on such Distribution Date. "Asset" is defined in Section 4.1. "Benefit Plan Investor" means an "employee benefit plan" within the meaning of Section 3(3) of (whether or not subject to ERISA, and including, without limitation, foreign or government plans), a "plan" described in Section 4975(e)(1) of the Code, or any entity deemed to hold "plan assets" of any of the foregoing by reason of investment by an "employee benefit plan" or "plan" in the entity. "Business Day" means any day that is not a Saturday, 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. "Certificate of Formation" means the Certificate of Formation of the Company, as amended from time to time. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder. "Company" means GE Commercial Equipment Financing LLC, Series 2003-1, a Delaware limited liability company. "Distribution Date" means the 20th day of each calendar month, or, if such day is not a Business Day, the next Business Day, commencing on October 20, 2003. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time and any regulations promulgated thereunder. Issuer LLC Agreement 10 "Indemnified Party" means a Member, Manager, employee, organizer or agent of the Company or any officer, agent, shareholder, director, employee or incorporator of the Initial Member. "Indenture" means the Indenture, dated September 25, 2003, between the Company and JPMorgan Chase Bank, as the Indenture Trustee thereunder, as the same may be amended and supplemented from time to time. "Initial Capital Commitment" means an amount equal to $13,193,123. "Initial Member" has the meaning assigned in the preamble. "Manager" is defined in Section 8.1. "Member" means the Initial Member and any Person that is admitted as a member of the Company, in each case for so long as such Person continues to be a member of the Company, in such Person's capacity as a member of the Company. "Membership Interest" means the entire limited liability company interest of a Member in the Company at any particular time, including the right of a Member to any and all benefits to which a Member may be entitled as provided in this Agreement, together with the obligations of such member to comply with all the terms and provisions of this Agreement. A Membership Interest may be represented by a certificate or a Variable Funding Certificate. "Outstanding Unfunded Capital Commitment" means, as of any date of determination, (i) the Variable Funding Capital Commitment, reduced by (ii) the aggregate amount of capital contributions made by the holder of the Variable Funding Certificate pursuant to the Agreement. If on any Distribution Date the Outstanding Unfunded Capital Commitment is less than the Variable Funding Capital Commitment, the Outstanding Unfunded Capital Commitment shall be increased on such Distribution Date to the extent of Amounts Available for Distribution on such Payment Date, provided that in no event shall the Outstanding Unfunded Capital Commitment after any such increase exceed the Variable Funding Capital Commitment. "Person" means an individual, partnership corporation (including a business trust), limited liability company, joint stock company, trust, association, joint venture, government or any agency or political subdivision thereof or any other entity of whatever nature. "Rating Agency Condition" means, with respect to any action, that each rating agency rating any notes issued by the Company shall have been given prior notice thereof and that each of the rating agencies shall have notified the Company and JPMorgan Chase Bank as the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of any such class of the notes. "Seller" is defined in Section 4.1. "Transaction Documents" means this Agreement, the Related Documents as defined in the Indenture dated as of September 25, 2003, between the Company and JPMorgan Issuer LLC Agreement 11 Chase Bank, as indenture trustee (the "Indenture") and all documents and certificates contemplated thereby or delivered in connection therewith. "Transfer" means, (i) as a noun, any transfer, sale, assignment, exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance or other disposition whether direct or indirect, voluntary or involuntary, by operation of law or otherwise and, (ii) as a verb, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, to transfer, sell, assign, exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise dispose of. "Treasury Regulations" means regulations, including proposed or temporary regulations, promulgated under the Code. "Variable Funding Capital Commitment" as of any date means an amount equal to the lesser of (x) $13,193,123 and (y) the sum of the outstanding principal balances of the Class A-4 and Class B Notes (as defined in the Indenture) as of such date as determined pursuant to the Indenture. "Variable Funding Certificate" means a certificate representing a Membership Interest in the form of Exhibit B. The terms set forth in the Variable Funding Certificate are incorporated by reference and constitute part of this Agreement. "Variable Funding Certificateholder" means the registered holder of a Variable Funding Certificate. Issuer LLC Agreement 12 EXHIBIT A FORM OF CERTIFICATE OF FORMATION OF GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 This Certificate of Formation of GE Commercial Equipment Financing LLC, Series 2003-1, dated as of August 27, 2003, has been duly executed and is being filed by August 27, 2003, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. Section 18-101, et seq.). 1. The name of the limited liability company is GE Commercial Equipment Financing LLC, Series 2003-1 (the "LLC"). 2. The address of the registered office of the LLC in the State of Delaware is 2711 Centerville Road, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the LLC at such address is The Corporation Trust Company. 3. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, County of New Castle, Wilmington, Delaware 19808. 4. The period of duration of the LLC is perpetual unless otherwise dissolved in accordance with the Limited Liability Company Agreement of the LLC. 5. This Certificate of Formation shall be effective as of its filing. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of the LLC this 27th day of August 2003. By: _____________________________ Name: Michael J. Cipolla Title: Authorized Person Issuer LLC Agreement EXHIBIT B FORM OF VARIABLE FUNDING CERTIFICATE THIS VARIABLE FUNDING CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS VARIABLE FUNDING CERTIFICATE SHALL BE MADE EXCEPT IN COMPLIANCE WITH SECTION 12.1(c) OF THE LIMITED LIABILITY COMPANY AGREEMENT AND EITHER (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS. THE VARIABLE FUNDING CERTIFICATEHOLDER HEREOF IS REQUIRED TO MAKE CAPITAL CONTRIBUTIONS REQUESTED BY THE COMPANY (OR BY CERTAIN OTHER PERSONS REFERRED TO IN THE LLC AGREEMENT) UP TO A MAXIMUM AMOUNT SPECIFIED IN THE LLC AGREEMENT. THE OUTSTANDING UNFUNDED CAPITAL COMMITMENT AT ANY TIME MAY BE LESS THAN SUCH MAXIMUM AMOUNT. THIS VARIABLE FUNDING CERTIFICATE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, GENERAL ELECTRIC CAPITAL CORPORATION, GENERAL ELECTRIC CAPITAL SERVICES, INC., CEF EQUIPMENT HOLDING, L.L.C. OR ANY OF THEIR RESPECTIVE AFFILIATES. Issuer LLC Agreement B-2 GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 VARIABLE FUNDING CERTIFICATE Representing a Maximum Amount outstanding at any time not to exceed $_____________ This certifies that CEF EQUIPMENT HOLDING, L.L.C. (the "Holder") is the registered owner of limited liability company interests evidenced by this Variable Funding Certificate as described in the Limited Liability Company Agreement of GE Commercial Equipment Financing LLC, Series 2003-1 (the "Company") dated as of September [_], 2003, as amended from time to time (the "LLC Agreement"). Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the LLC Agreement. This Variable Funding Certificate represents a 100% Membership Interest in the Company, including the right to receive distributions from the Company pursuant to Section 11.2 of the LLC Agreement. All of the provisions of the LLC Agreement are incorporated by reference and comprise integral parts of this Variable Funding Certificate. The following summary of certain provisions thereof is not and does not purport to be complete. By its acceptance hereof, the Holder of this Variable Funding Certificate assents to and is bound by the terms, provisions and conditions of the LLC Agreement, including the provisions thereof (i) setting forth the obligation of the Holder of this Variable Funding Certificate to make capital contributions as and when properly requested pursuant to Article X thereof and (ii) specifying that this Variable Funding Certificate is payable only from certain funds of the Company that are available for such purpose in accordance with Section 11.2 of the LLC Agreement. Subject to the more detailed provisions concerning payments to be made to the Holder of the Variable Funding Certificate set forth in the LLC Agreement, distributions to the Holder of the Variable Funding Certificate will be made on the 20th day of each calendar month, or if such day is not a Business Day, then on the next succeeding Business Day, to the extent funds are available therefore. THE HOLDER MAY NOT TRANSFER, ASSIGN OR CONVEY THIS VARIABLE FUNDING CERTIFICATE WITHOUT THE CONSENT OF THE COMPANY. ANY TRANSFER, CONVEYANCE OR ASSIGNMENT MUST BE IN RESPECT OF 100% OF THIS VARIABLE FUNDING CERTIFICATE. THE COMPANY WILL MAINTAIN A REGISTER IN WHICH IT WILL RECORD THE NAME AND CONTACT INFORMATION FOR EACH HOLDER. NO TRANSFER, ASSIGNMENT OR CONVEYANCE OF THIS VARIABLE FUNDING CERTIFICATE WILL BE EFFECTIVE PRIOR TO NOTICE TO THE COMPANY AND RECORDATION BY THE COMPANY THEREOF IN SUCH REGISTER. Issuer LLC Agreement B-3 THIS VARIABLE FUNDING CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. Issuer LLC Agreement B-4 IN WITNESS WHEREOF, the Company has caused this Variable Funding Certificate to be duly executed. GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, as Issuer By: CEF EQUIPMENT HOLDING, L.L.C., with respect to the Series 2003-1 Variable Funding Certificates, not in its individual capacity but solely in its capacity as Manager By: __________________________________ Name: Title: Dated: September 25, 2003 Issuer LLC Agreement EXHIBIT C FORM OF VARIABLE FUNDING CERTIFICATE CAPITAL CONTRIBUTION REQUEST GE Commercial Equipment Financing LLC, Series 2003-1 44 Old Ridgebury Road Danbury, Connecticut 06810 CEF Equipment Holding, L.L.C. 44 Old Ridgebury Road Danbury, Connecticut 06810 Attn: [ ] Facsimile: [ ] Re: GE Commercial Equipment Financing Variable Funding Certificate Ladies and Gentlemen: This notice confirms the Issuer's request for a capital contribution on the Variable Funding Certificate pursuant to Section 10.1 of the Limited Liability Company Agreement in the amount of $____________. Please contribute the requested amount as set forth in Section 10.1 of the Limited Liability Company Agreement. Please acknowledge receipt of this notice by executing below and returning to the above-listed address. Very truly yours, GE Commercial Equipment Financing LLC, Series 2003-1 By: __________________________________ Name: Title: ACKNOWLEDGED: CEF Equipment Holding, L.L.C. By: _______________________________ Name: Title: Issuer LLC Agreement EX-4.D 7 y90513exv4wd.txt LOAN SALE AGREEMENT Exhibit 4(d) LOAN SALE AGREEMENT Dated as of September 25, 2003, between GENERAL ELECTRIC CAPITAL CORPORATION, as Seller, and CEF EQUIPMENT HOLDING, LLC, as Purchaser Loan Sale Agreement This LOAN SALE AGREEMENT ("Agreement" or "Sale Agreement") is entered into as of September 25, 2003, by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation and CEF EQUIPMENT HOLDING, LLC, 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 1.1 Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1 of Annex A. Section 1.2 Rules 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 CEF ASSETS Section 2.1 Sale of Loans. (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: (i) the Loans, including the Loan Files, and all obligations of the Obligors thereunder, including all obligations of such Obligor with respect thereto due or to become due on or after the Cutoff Date; (ii) all Related Security and Collections with respect thereto; (iii) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (iv) all Records with respect to any of the foregoing; and (v) all Proceeds of the foregoing (collectively the "CEF Assets"). (b) On or before the Closing Date, the Seller shall (i) indicate in its computer files that the CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying the CEF Assets with an appropriate notation and (ii) deliver to the Purchaser or its designee and the following documents (collectively, the "Loan Files"): Loan Sale Agreement (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application 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 Purchaser in the Equipment; and (iv) any and all other documents relating to a Loan, an Obligor or any of the Equipment. Section 2.2 Grant of Security Interest. The parties hereto intend that the sale 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 a loan and not a purchase and sale, then 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 CEF Assets. The possession by the Purchaser of notes and such other goods, money, documents, chattel paper or certificated securities shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to the Uniform Commercial Code 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). Section 2.3 Sale Price. (a) As consideration for the sale of the CEF Assets pursuant to Section 2.1 hereof, the Purchaser shall pay to the Seller on the Closing Date, the CEF Cash Purchase Price for the CEF Assets sold and transferred by the Seller to the Purchaser on the Closing Date. The CEF Cash Purchase Price for the sale of CEF Assets shall be an amount equal to the fair market value thereof prior to such sale. (b) The CEF Cash Purchase Price for the CEF Assets sold by the Seller under this Agreement shall be payable in full in cash by the Purchaser on the Closing Date. On the Closing Date, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller the CEF Cash Purchase Price in same day funds. Loan Sale Agreement 2 ARTICLE III CONDITIONS PRECEDENT Section 3.1 Conditions 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. (e) At the time of such sale, the Purchaser shall have sufficient funds on hand to pay the CEF Cash Purchase Price. (f) The Seller shall be in compliance with each of its covenants and other agreements set forth herein. (g) 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 CEF 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), (f) and (g) of this Section 3.1 have been satisfied. Loan Sale Agreement 3 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS Section 4.1 Representations and Warranties of the Seller. To induce the Purchaser to purchase the CEF 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) Corporate Existence; Power and Authority. The Seller (i) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; and (ii) has all requisite power and 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 12 months. During the prior five years, except as set forth in Schedule 4.1(b), the Seller has not been known as or used any corporate, 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 and the creation and perfection of all Liens and ownership interests provided for herein: (i) have been duly authorized by all necessary corporate action, and (ii) do not violate any provision of any law or regulation of any Governmental Authority, or contractual or corporate 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. (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. Loan Sale Agreement 4 (h) Loans and Other CEF Assets. With respect to each Loan and the other CEF Assets sold by the Seller on the Closing Date, the Seller represents and warrants that (i) such Loan satisfies the criteria for an Eligible Loan as of the Cut-Off Date; (ii) immediately prior to sale to the Purchaser, such CEF Assets were owned by the Seller 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 and beneficial ownership interest in, such CEF 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 Loans and, in addition, following such sale, such Loan 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); and (iii) if such Loan is cross-collateralized with a loan that is not a CEF Asset conveyed hereunder, as of the Closing Date, either (x) the repossession or exercise of other rights with respect to the related Equipment by the holder of such loan would not materially impair the security intended to be afforded for such Loan and result in a material adverse effect on the Noteholders or (y) the holder of such loan and the Purchaser or its assigns as holder of the Loan have entered into an intercreditor arrangement under which each holder has agreed to subordinate its respective lien and rights of enforcement against the Equipment financed by the other holder or its predecessor in interest. The representations and warranties described in this Section 4.1 shall survive the sale of the CEF Assets to the Purchaser, any subsequent assignment or sale of the CEF 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 CEF Assets. Section 4.2 Affirmative Covenants of the Seller. The Seller covenants and agrees that, unless otherwise consented to by the Purchaser, from and after the Closing Date: (a) Records. The Seller shall at its own cost and expense, for not less than three years from the date on which each Loan was originated, or for such longer period as may be required by law, maintain adequate Records with respect to such Loan, 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 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 CEF 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 CEF Assets. Any audit provided for herein shall be conducted in accordance with the Loan Sale Agreement 5 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. (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 CEF 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 corporate existence, rights, franchise and privileges in the jurisdiction of its incorporation. (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 CEF 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; 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 the Seller's assets, or (C) ordering the winding-up or liquidation of the affairs of the Seller. (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 Business Day after receipt thereof, all Collections it may receive in respect of CEF Assets. (h) Sale Characterization. For accounting purposes, the Seller shall treat the sale made hereunder as a sale of the CEF Assets. The Seller shall also maintain its accounting books and records in a manner which clearly reflects such sale of the CEF Assets to the Purchaser. Loan Sale Agreement 6 Section 4.3 Negative 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 later of the Redemption Date or the 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 CEF Assets. (b) [reserved]. (c) UCC Matters. The Seller shall not change its state of organization or incorporation or its name, identity or corporate 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 30 days' prior written notice of such change. (d) No Proceedings. From the Closing Date and until the date one year plus one 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. ARTICLE V INDEMNIFICATION Section 5.1 Indemnification. Without limiting any other rights that the Purchaser or any of its Stockholders, officers, directors, employees, attorneys, agents or representatives (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 a Loan 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 Loans, 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. 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. Loan Sale Agreement 7 ARTICLE VI MISCELLANEOUS Section 6.1 Notices. 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 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 6.1), (c) one 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 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. If to Seller: General Electric Capital Corporation 44 Old Ridgebury Road Danbury, Connecticut 06810 Attention: General Counsel Telephone: (203) 796-1000 Facsimile: (203) 796-1313 If to Purchaser: CEF Equipment Holding, LLC 44 Old Ridgebury Road Danbury, CT 06810 Attention: Capital Markets Operations Telephone: (203) 796-5518 Facsimile: (203) 796-1310 Loan Sale Agreement 8 Section 6.2 No 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 described in Sections 4.1, 4.2 or 4.3, which breach is reasonably likely to have a Material Adverse Effect, 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 CEF Assets (measured at the end of the Collection Period during which such breach is discovered). Upon such payment, all rights, title and interest of the Purchaser in and to such CEF 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 CEF Assets will become the property of the Seller. (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 6.3 Successors 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 Purchase and Sale Agreement the Purchaser will assign its rights granted hereunder to Issuer, and upon such assignment, Issuer shall have, to the extent of such assignment, all rights of the Purchaser hereunder and Issuer 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 6.4 Termination; Survival of Obligations. (a) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall Loan Sale Agreement 9 remain in full force and effect until the earlier of (i) the 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 Maturity 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 Maturity Date or (ii) the Redemption Date; provided, that the rights and remedies pursuant to Section 6.2(b), the indemnification and payment provisions of Article V, and the provisions of Sections 4.3(e), 6.3 and 6.12 shall be continuing and shall survive any termination of this Agreement. Section 6.5 Complete 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 6.6. Section 6.6 Amendments 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 6.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF EXCEPT SECTION 5-1401 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 Loan Sale Agreement 10 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 CEF 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 6.1 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. (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. Loan Sale Agreement 11 Section 6.8 Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Section 6.9 Severability. 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 6.10 Section 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. Section 6.11 No 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 6.12 Confidentiality. 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 6.13 Further 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 and filing 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 CEF 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 CEF 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 6.13, 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 6.14 Accounting 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 Loan Sale Agreement 12 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. [Signatures Follow] Loan Sale Agreement 13 IN WITNESS WHEREOF, the parties have caused this LOAN 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: _________________________________ GENERAL ELECTRIC CAPITAL CORPORATION By: ________________________________________ Name: __________________________________ Title: _________________________________ Loan Sale Agreement 14 Schedule 4.1(b) UCC INFORMATION General Electric Capital Corporation True Legal Name: General Electric Capital Corporation Jurisdiction of Organization: Delaware Executive Offices/Principal Place of 44 Old Ridgebury Road Business: Danbury, Connecticut 06810 Collateral Locations: Danbury, Connecticut El Paso, Texas Mexico India Trade Names: GE Capital FEIN: 13-1500700 Organizational Identification Number: 3174543 Loan Sale Agreement Schedule I Schedule of CEF Loans Loan Sale Agreement EXHIBIT 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GECS 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 GECS or any other subsidiary or affiliate of the Seller or GECS. 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 GECS), 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 the Seller. The corporate records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller and GECS, respectively; (c) The Seller will issue consolidated financial statements, which financial statements will not show CEF Assets that have been sold by the Seller to the Purchaser as assets of the Seller and its consolidated subsidiaries. The Seller, GECS 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, GECS 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 CEF Assets may be conducted through the agents. However, any allocations of direct, indirect or overhead expenses for items shared between the Purchaser and the Seller or GECS 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 GECS 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, GECS 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 GECS or from those of any other person or entity, including any other subsidiary or affiliate of the Seller or GECS. Except as set forth below, the Purchaser does and will maintain its own books of account and corporate records separate from the Seller and GECS or any other subsidiary or affiliate of Loan Sale Agreement the Seller and GECS. 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 GECS or any other subsidiary or affiliate of the Seller or GECS except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to, if applicable, any such Person's retention, in their capacity as agent or Custodian for the Purchaser, of the books and records pertaining to the CEF Assets. However, any such agent or Custodian will not generally make the books and records relating to the CEF Assets available to any of creditors or other interested persons of the Purchaser, the Seller or GECS. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller or GECS or any other subsidiary or affiliate of the Seller or GECS (other than in their capacity as agent for the Purchaser, if applicable) has independent access; (g) The Purchaser will strictly observe corporate formalities, and the Seller and GECS will strictly observe corporate formalities with respect to its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller and GECS, on the one hand, and the Purchaser, on the other, will be made without adherence to corporate formalities; (h) The transactions among the Purchaser and the Seller or GECS, 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. None of the Seller or GECS 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 the Seller (including, if applicable, as a servicer or a sub-servicer) to the Purchaser relating to the CEF Assets and their prior ownership and servicing thereof. The Purchaser will not guaranty the debts of the Seller or GECS; (i) All distributions made by the Purchaser to GECS as its sole member shall be in accordance with applicable law; (j) Any other transactions between the Purchaser and the Seller or GECS 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; and (k) The Purchaser is not named, or has 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 GECS. * * * * * * Loan Sale Agreement TABLE OF CONTENTS

PAGE ARTICLE I DEFINITIONS AND INTERPRETATION............................................................. 1 Section 1.1 Definitions....................................................................... 1 Section 1.2 Rules of Construction............................................................. 1 ARTICLE II SALES OF CEF ASSETS........................................................................ 1 Section 2.1 Sale of Loans..................................................................... 1 Section 2.2 Grant of Security Interest........................................................ 2 Section 2.3 Sale Price........................................................................ 2 ARTICLE III CONDITIONS PRECEDENT....................................................................... 3 Section 3.1 Conditions to Sale................................................................ 3 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS.................................................. 4 Section 4.1 Representations and Warranties of the Seller...................................... 4 Section 4.2 Affirmative Covenants of the Seller............................................... 5 Section 4.3 Negative Covenants of the Seller.................................................. 6 ARTICLE V INDEMNIFICATION............................................................................ 7 Section 5.1 Indemnification................................................................... 7 ARTICLE VI MISCELLANEOUS.............................................................................. 8 Section 6.1 Notices........................................................................... 8 Section 6.2 No Waiver; Remedies............................................................... 9 Section 6.3 Successors and Assigns............................................................ 9 Section 6.4 Termination; Survival of Obligations.............................................. 9 Section 6.5 Complete Agreement; Modification of Agreement..................................... 10 Section 6.6 Amendments and Waivers............................................................ 10 Section 6.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL...................... 10 Section 6.8 Counterparts...................................................................... 11 Section 6.9 Severability...................................................................... 12 Section 6.10 Section Titles.................................................................... 12 Section 6.11 No Setoff......................................................................... 12 Section 6.12 Confidentiality................................................................... 12 Section 6.13 Further Assurances................................................................ 12 Section 6.14 Accounting Changes................................................................ 12 Schedule 4.1(b) UCC Information Exhibit 4.2(f) Separate Indemnity Provisions

Loan Sale Agreement i EXECUTION COPY ANNEX A to LOAN SALE AGREEMENT dated as of September 25, 2003 Annex A to Loan Sale Agreement DEFINITIONS AND INTERPRETATION SECTION 1. Definitions and Conventions. Capitalized terms used in the 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 September 25, 2003, between the Administrator and the Issuer. "Administrator" means General Electric Capital Corporation, a Delaware corporation, 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 Sale Agreement or the Purchase and Sale Agreement, any Lien created under the Indenture 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. "Annual Percentage Rate" or "APR" of a Loan means, the interest rate or annual rate of finance charges stated in or, if not explicitly stated, the implicit finance charge used by the Seller to calculate periodic payments with respect to the related Loan. "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. Sections 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 Assets" is defined in Section 2.1(a) of the Sale Agreement. Annex A to Loan Sale Agreement "CEF Cash Purchase Price" means, with respect to the sale of CEF Assets, the portion of the sale price therefor determined by the Seller and the Purchaser pursuant to Section 2.3(a) of the Sale Agreement to be paid in cash. "CEF Limited Liability Company Agreement" means the Second Amended and Restated Limited Liability Company Agreement of the Purchaser dated as of September 25, 2003, as supplemented by the Series 2003-1 LLC Supplement. "CEF Variable Funding Certificate" means the Variable Funding Certificate issued by CEF Equipment Holding, L.L.C. pursuant to the Series 2003-1 LLC Supplement. "CEF Variable Funding Certificateholder" means the registered holder of the CEF Variable Funding Certificate. "Closing Date" means September 25, 2003. "Collection Period" means, with respect to any Payment Date, the calendar month preceding the 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 calendar month preceding the calendar month in which the first Payment Date occurs). "Collections" means, with respect to any Payment Date all payments made by or on behalf of the Obligors received during the related Collection Period, any Recoveries received during the related Collection Period, any proceeds from insurance policies covering the Equipment or related Obligor received during the related Collection Period, Liquidation Proceeds received during the related Collection Period, and payments made by a lessee pursuant to its obligation (if any) to pay the Termination Value pursuant to the related Loan received during the related Collection Period. "Consumer Contract" means a contract entered into by an Obligor in connection with a transaction in which the Obligor incurs the related indebtedness primarily for personal, family, or household purposes. "Credit and Collection Policies" or "Credit and Collection Policy" means, with respect to each type of Loan, the policies, practices and procedures of the commercial equipment financing division of General Electric Capital Corporation, as adopted by the Issuer for providing equipment financing, including the policies and procedures for determining the creditworthiness of Obligors and the extension of credit to Obligors, or relating to the maintenance of such types of loans and collections on such types of loans, as such policies and procedures, as applicable, may be amended from time to time. "Cut-off Date" means August 2, 2003. "Defaulted Loan" means a Loan with respect to which (i) the Servicer on behalf of the Issuer has repossessed the Equipment securing such Loan and which is not a Liquidated Loan or (ii) any portion of the Loan Value is deemed uncollectible in accordance with the Credit and Collection Policy. "Dollars" or "$" means lawful currency of the United States of America. Annex A to Loan Sale Agreement 2 "Eligible Loan" means as to each CEF Asset as of the Closing Date: (i) Characteristics of CEF Assets. Each CEF Asset: (A) was either originated in the United States of America by Seller in connection with the financing or lease of Equipment in the ordinary course of Seller's business or acquired by the Seller in the ordinary course of the Seller's 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 loan that is cross-collateralized with such CEF Asset) in the Equipment in favor of Seller that, as of the Closing Date, has been assigned by Seller to Purchaser, 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) Schedule of CEF Assets. The information set forth on Schedule I of the Loan Sale Agreement is true and correct in all material respects as of the opening of business on the Cutoff Date and no selection procedures believed by Seller to be adverse to the interests of the Purchaser were utilized in selecting the CEF Assets. The computer tape regarding the CEF Assets made available to Purchaser and its assigns is true and correct in all respects. (iii) Compliance with Law. Each CEF Asset and the sale or lease of the related the 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. Each CEF Asset 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. None of the CEF Assets is 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 CEF Asset shall be secured by a validly perfected first priority security interest in the Equipment (except to the extent the Equipment secures any loan that is cross-collateralized with such CEF Asset) in favor of Seller 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 Seller as secured party. (vii) CEF Assets in Force. No CEF Asset has been satisfied, subordinated or rescinded, nor has any Equipment been released from the Lien granted by the related CEF Asset in whole or in part. (viii) No Amendment or Waiver. No provision of a CEF Asset has been waived, altered or modified in any respect, except pursuant to a document, instrument or writing Annex A to Loan Sale Agreement 3 included in the Loan Files and no such amendment, waiver, alteration or modification causes such CEF Asset not to be an Eligible Loan. (ix) No Defenses. No right of rescission, setoff, counterclaim or defense has been asserted or threatened or exists with respect to any CEF Asset. (x) Lawful Assignment. No CEF Asset has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such CEF Asset or any CEF Asset under the Loan Sale Agreement would be unlawful. (xi) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give Purchaser a first priority perfected ownership interest in the CEF Assets have been made (except to the extent the Equipment secures any loan that is cross-collateralized with such CEF Asset). (xii) One Original. There is only one original executed copy of each CEF Asset. (xiii) Insurance. The Obligor on each CEF Asset is required to maintain physical damage insurance covering the Equipment in accordance with Seller's normal requirements. (xiv) No Bankruptcies. No Obligor on any CEF Asset as of the Cutoff Date was noted in the related Loan File as being the subject of a bankruptcy proceeding. (xv) No Repossessions. None of the Equipment securing any CEF Asset is in repossession status. (xvi) Instrument or Chattel Paper. Each CEF Asset 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. (xvii) U.S. Obligors. None of the CEF Assets is 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 Loan. None of the CEF Assets is more than 30 days past due. (xix) No Consumer Contract. None of the CEF Assets constitutes a Consumer Contract. (xx) Finance Lease. Each CEF Asset qualifies as a finance lease under the UCC and the terms of such CEF Asset provides that, by the end of the lease term, the lessee may elect to purchase the related Equipment upon the exercise of a nominal purchase option. "Equipment" means any transportation equipment, industrial equipment, furniture and fixtures, construction equipment, technology and telecommunications equipment, maritime Annex A to Loan Sale Agreement 4 assets or other equipment, together with all accessions thereto securing an Obligor's indebtedness under the respective Loan. "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 B. "GECS" means General Electric Capital Services, Inc., 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. "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). "Indenture" means the Indenture, dated September 25, 2003, between the Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time. "Indenture Trustee" means JPMorgan Chase Bank, not in its individual capacity but solely as Indenture Trustee under the Indenture, or any successor Indenture Trustee under the Indenture. "Investment Company Act" means the provisions of the Investment Company Act of 1940, 15 U.S.C. Sections 80a et seq., and any regulations promulgated thereunder. "Issuer" means GE Commercial Equipment Financing LLC Series 2003-1, 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. "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 Loan by operation of law as a result of any act or omission by the related Obligor. "Limited Liability Company Agreement" means the Limited Liability Company Agreement of the Issuer, dated as of September 25, 2003, among the Managing Member and the Issuer, as the same may be amended or supplemented from time to time. Annex A to Loan Sale Agreement 5 "Liquidated Loan" means any Loan (i) liquidated through the sale or other disposition of all or a portion of the related Equipment, (ii) that has been charged off in accordance with the Credit and Collection Policy without realizing upon the Equipment or (iii) the due date of any Scheduled Payment of which has been extended, at any time after the Cut-off Date for an aggregate period of 12 or more calendar months. "Liquidation Proceeds" means, with respect to any Liquidated Loan, the amounts collected in respect thereof from whatever source (including the proceeds of insurance policies with respect to the related Equipment or Obligor) during the Collection Period in which it became a Liquidated Loan, net of the sum of any amounts expended in connection with such liquidation and any amounts required by law to be remitted to the Obligor on such Liquidated Loan or any creditor of such Obligor to the extent required by applicable law or agreement. "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 Loan and any agreement (including any invoice) pursuant to, or under which, an Obligor shall be obligated to make payments with respect to any Loan. "Loan Files" is defined in Section 2.1 of the Sale Agreement. "Loan Value" is defined in the Purchase and Sale Agreement. "Managing Member" means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the 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 Loans, as applicable, therefor, any interest related thereto or the ownership interests or Liens of such Person thereon or the priority of such interests or Liens. "Maturity Date" is defined in the Indenture. "Note Depository Agreement" means the agreement among the Issuer, the Indenture Trustee and The Depository Trust Company, as the initial clearing agency, dated as of the Closing Date. "Notes" means the notes issued under the Indenture. "Obligor" means, as to each Loan, any Person who owes payments under the Loan. Annex A to Loan Sale Agreement 6 "Payment Date" means, with respect to each Collection Period, the 20th 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 October 20, 2003. "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, the Issuer 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, the Issuer 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, 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 Liquidated Loan, as of the day immediately prior to such Loan becoming a Liquidated Loan less any Liquidation Proceeds actually received by the Issuer) plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to the APR for such Loan. "Purchase and Sale Agreement" means the Loan Purchase and Sale Agreement dated as of September 25, 2003, by and between the Transferor and the Issuer as the same may be amended from time to time. "Purchaser" means CEF Equipment Holding, LLC, a Delaware limited liability company as purchaser pursuant to the Sale Agreement. "Purchaser Indemnified Person" is defined in Section 5.1 of the Sale Agreement. Annex A to Loan Sale Agreement 7 "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 any of the Seller, the Servicer, any Sub-Servicer or the Issuer with respect to the Loans and the Obligors thereunder, and the other CEF Assets. "Recoveries" means, with respect to any Liquidated Loan, monies collected in respect thereof, from whatever source (other than from the sale or other disposition of the Equipment), in any Collection Period after such Loan became a Liquidated Loan. "Redemption Date" is defined in the Indenture. "Related Documents" means the Sale Agreement, the Purchase and Sale Agreement, the Servicing Agreement, the Limited Liability Company Agreement, the Variable Funding Certificates, the CEF Limited Liability Company Agreement, the Administration Agreement, the Note Depository Agreement, the Swap Agreements, 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 Appendices 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 Loan: (a) any interest (including security 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 Loan (including rights (if any) to receive proceeds on insurance policies covering the Obligors); and (c) all Records relating to such Loan. "Sale Agreement" means the Loan Sale Agreement, dated September 25, 2003, between Seller and the Purchaser. "Schedule of Loans" is the schedule of Loans attached as Schedule I to the Sale Agreement (which schedule may be in the form of microfiche). "Scheduled Payment" on a Loan means that portion of the payment required to be made by the Obligor during any Collection Period sufficient to amortize the principal 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 APR, provided that 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. Annex A to Loan Sale Agreement 8 "Seller" means General Electric Capital Corporation, a Delaware corporation, its successors and assigns. "Series 2003-1 LLC Supplement" means the Series 2003-1 LLC Supplement to the Second Amended and Restated Limited Liability Company of CEF Equipment Holding, L.L.C., dated as of September 25, 2003. "Servicer" means General Electric Capital Corporation 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 September 25, 2003, by and between the Issuer and the Servicer, as the same may be amended or supplemented from time to time. "Servicing Fee" 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). "Stockholder" means, with respect to any Person, each holder of Stock of such Person. "Sub-Servicer" means any Person with whom the Servicer enters into a Sub-Servicing Agreement. Annex A to Loan Sale Agreement 9 "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. "Swap Agreements" is defined in the Indenture. "Termination Value" means the "Termination Value" (if any) payable by lessee pursuant to the applicable Loan. "Transfer Date" is defined in the Indenture. "Transferor" means CEF Equipment Holding, L.L.C. a Delaware limited liability company, as seller under the Purchase and Sale Agreement. "UCC" means, with respect to any jurisdiction, the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in such jurisdiction. "Variable Funding Certificates" is defined in the Indenture. SECTION 2. Other Interpretive Matters. All terms defined directly or by incorporation in the 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 Sale Agreement (including in this Annex B) 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 the Seller 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 Annex A to Loan Sale Agreement 10 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. Annex A to Loan Sale Agreement 11 EX-4.E 8 y90513exv4we.txt LOAN PURCHASE AND SALE AGREEMENT Exhibit 4(e) LOAN PURCHASE AND SALE AGREEMENT Dated as of September 25, 2003, between CEF EQUIPMENT HOLDING, L.L.C., as Seller and GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 as Purchaser Loan Purchase and Sale Agreement This LOAN PURCHASE AND SALE AGREEMENT ("Agreement" or "Purchase and Sale Agreement") is entered into as of September 25, 2003, by and among CEF EQUIPMENT HOLDING, L.L.C. (the "Seller"), a Delaware limited liability company and GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, 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 1.1 Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1 of Annex A. Section 1.2 Rules 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 2.1 Sale of Loans. (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: (i) the Loans, including the Loan Files, and all obligations of the Obligors thereunder, including the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cutoff Date; (ii) all Related Security and Collections with respect thereto; (iii) the Sale Agreement; (iv) the rights of the Seller to receive capital contributions with respect to the CEF Variable Funding Certificate; (v) all other property now or hereafter in the possession or custody of, or in transit to, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (vi) all Records with respect to any of the foregoing; and Loan Purchase and Sale Agreement (vii) all Proceeds of the foregoing (collectively the "Purchaser Assets"). (b) On or before the Closing Date, the Seller shall (i) indicate in its computer files 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) deliver to the Purchaser or its designee the following documents (collectively, the "Loan Files"): (i) the original fully executed copy of the Loan; (ii) a record or facsimile of the original credit application 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 Purchaser in the Equipment; and (iv) any and all other documents relating to a Loan, an Obligor or any of the Equipment. Section 2.2 Grant of Security Interest. The parties hereto intend that the sale 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 a loan and not a purchase and sale, then 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. The possession by the Purchaser of notes and such other goods, money, documents, chattel paper or certificated securities shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to the Uniform Commercial Code 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). Section 2.3 Sale Price. On the Closing Date, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, issue and exchange the Notes (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. Section 2.4 Removal of Loans. (a) In the event a Loan becomes a Delinquent Loan or the Obligor thereon is subject to a bankruptcy proceeding, the Seller shall be granted an assignable option (a "Purchase Option") to purchase such Delinquent Loan from the Purchaser at a price (the "Option Price") equal to the Purchase Amount. The Seller may sell, transfer, assign or otherwise convey its Purchase Option with respect to any such Loan to any party at any time Loan Purchase and Sale Agreement 2 after the related Loan becomes a Delinquent Loan 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 Purchase Option with respect to any such Loan shall automatically terminate upon (i) in the case of a Delinquent Loan, the related Obligor's cure of all defaults on the Loan, (ii) the acquisition by, or on behalf of, the Issuer of the related equipment through repossession, (iii) upon a repurchase of a Loan due to the Seller's breach of a representation with respect to such Loan or (iv) on the Business Day immediately preceding the last day of the calendar quarter ending at least ten (10) days after such Loan became a Defaulted Loan. The aggregate Outstanding Principal Balance of Loans with respect to which the Seller may exercise its Purchase Option at any time before the Redemption Date shall not exceed 10% of the aggregate Outstanding Principal Balance of the Loans as of the Cutoff Date. (b) Upon a Loan becoming a Delinquent Loan or the Obligor thereon is subject to a bankruptcy proceeding, the Seller may exercise the Purchase Option by providing the Purchaser at least five days prior written notice thereof (the "Purchase Option Notice"), which notice shall specify a cash exercise price at least equal to the Option Price. The Purchase Option Notice shall be delivered in the manner specified in Section 2.4(b). The exercise of any Purchase Option pursuant to this clause (b) shall be irrevocable. (c) Upon exercise of a Purchase Option, the Seller shall be required to pay the purchase price specified in its Purchase Option Notice to the Purchaser within 10 Business Days of exercising its Purchase Option. The proceeds of any sale of such Loan, after deduction of the expenses of such sale incurred in connection therewith, shall be deposited by the Seller no later than the day before the next Payment Date. ARTICLE III CONDITIONS PRECEDENT Section 3.1 Conditions 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. Loan Purchase and Sale Agreement 3 (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. (e) The Seller shall be in compliance 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 4.1 Representations 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 and authority 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 12 months. During the prior five 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. Loan Purchase and Sale Agreement 4 (c) Power, Authorization, Enforceable Obligations. The execution, delivery and performance by the Seller of this Agreement and the other Related Documents 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. (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) Loans and Other Purchaser Assets. With respect to each Loan and the other Purchaser Assets sold by the Seller on the Closing Date, the Seller represents and warrants that (i) such Loan satisfies the criteria for an Eligible Loan as of the Cut-Off Date; and (ii) immediately prior to its sale to the Purchaser, such Purchaser Assets were owned by the Seller 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 and beneficial ownership interest in, such Purchaser 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 ----------- Loans and, in addition, following such sale, such Loan 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. Loan Purchase and Sale Agreement 5 Section 4.2 Affirmative Covenants of the Seller. The Seller covenants and agrees that, unless otherwise consented to by the Purchaser, from and after the Closing Date: (a) Records. The Seller shall at its own cost and expense, for not less than three years from the date on which each Loan was originated, or for such longer period as may be required by law, maintain adequate Records with respect to such Loan, 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 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. (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 legal 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; or Loan Purchase and Sale Agreement 6 (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. (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 Business Day after receipt thereof, all Collections it may receive in respect of Purchaser Assets. (h) Sale Characterization. For accounting purposes, the Seller shall treat the sale made hereunder as a sale of the Purchaser Assets. The Seller shall also maintain its accounting books and records in a manner which clearly reflects such sale of the Purchaser Assets to the Purchaser. (i) Variable Funding Certificate Contributions. Upon a demand by the Purchaser for a capital contribution from the Seller under the Purchaser Variable Funding Certificate, the Seller shall demand contributions from the CEF Variable Funding Certificateholder under the CEF Variable Funding Certificate in the amounts and at the times sufficient to permit the Seller to meet its funding obligations under the Purchaser Variable Funding Certificate. Section 4.3 Negative 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 later of the Redemption Date or the 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) Modifications of Loans. The Seller shall not extend, amend, forgive, discharge, compromise, cancel, waive or otherwise modify the terms or conditions of any Loan except (i) as permitted under the Servicing Agreement and, (ii) to the extent that such extension, amendment, forgiveness, discharge, compromise, cancellation, waiver or modification, does not affect the Purchaser's ownership interest in such Loan and does not negatively impact the ultimate collectibility of such Loan. (c) 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 30 days' prior written notice of such change. Loan Purchase and Sale Agreement 7 (d) No Proceedings. From the Closing Date and until the date one year plus one 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. (e) 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. (f) Variable Funding Certificate Contributions. The Seller shall not demand a capital contribution from the CEF Variable Funding Certificateholder except to the extent that there shall have been a demand made by the Purchaser for a capital contribution under the Purchaser Variable Funding Certificate. In addition, the Seller shall not reduce the Variable Funding Capital Commitment under the Purchaser Variable Funding Certificate. ARTICLE V INDEMNIFICATION Section 5.1 Indemnification. Without limiting any other rights that the Purchaser or any of its Stockholders, officers, directors, employees, attorneys, agents or representatives (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 a Loan 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 Loans, 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. 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. Loan Purchase and Sale Agreement 8 ARTICLE VI CLEAN-UP CALL Section 6.1 Clean-up Call. As of the first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance is 10% or less of the Pool Balance 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 Loans 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 7.1 Notices. 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 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 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 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. Loan Purchase and Sale Agreement 9 If to Seller: CEF Equipment Holding, L.L.C. 44 Old Ridgebury Road Danbury, Connecticut 06810 Attention: General Counsel Telephone: (203) 796-5518 Facsimile: (203) 796-1310 If to Purchaser: GE Commercial Equipment Financing LLC, Series 2003-1 44 Old Ridgebury Road Danbury, Connecticut 06810 Attention: Capital Markets Operations Telephone: (203) 796-5518 Facsimile: (203) 796-5554 Section 7.2 No 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 described in Sections 4.1, 4.2 or 4.3, which breach is reasonably likely to have a Material Adverse Effect, 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). 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. (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 Loan Purchase and Sale Agreement 10 under any other agreement, including the other Related Documents, by operation of law or otherwise. Section 7.3 Successors 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, Indenture Trustee shall have, to the extent of such assignment, all rights of the Purchaser hereunder and 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 7.4 Termination; 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 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 Maturity 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 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(e), 7.3 and 7.12 shall be continuing and shall survive any termination of this Agreement. Section 7.5 Complete 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 7.6 Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Agreement, or any consent to any departure therefrom by any party hereto, shall in any event be effective unless the same shall be in writing and signed by Loan Purchase and Sale Agreement 11 each of the parties hereto. 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 7.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF EXCEPT SECTION 5-1401 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 LOANS 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 6.1 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. Loan Purchase and Sale Agreement 12 (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 7.8 Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Section 7.9 Severability. 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 7.10 Section 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. Section 7.11 No 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 7.12 Confidentiality. 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 7.13 Further 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 and filing 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 Loan Purchase and Sale Agreement 13 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 7.14 Accounting 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. [Signatures Follow] Loan Purchase and Sale Agreement 14 IN WITNESS WHEREOF, the parties have caused this LOAN 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: ________________________________ GECF EQUIPMENT FINANCING LLC, SERIES 2003-1 By: CEF Equipment Holding, L.L.C., its Managing Member By: ___________________________________ Name: _____________________________ Title: ____________________________ Loan Purchase and Sale Agreement 15 Schedule 4.1(b) UCC INFORMATION GE Commercial Equipment Financing LLC, Series 2003-1 True Legal Name: GE Commercial Equipment Financing LLC, Series 2003-1 Jurisdiction of Organization: Delaware Executive Offices/Principal Place of 44 Old Ridgebury Road Business: Danbury, Connecticut 06810 Collateral Locations: Danbury, Connecticut El Paso, Texas Mexico India Trade Names: N/A FEIN: 20-0192070 Organizational Identification Number: N/A Loan Purchase and Sale Agreement Schedule I Schedule of Loans Loan Purchase and Sale Agreement EXHIBIT 4.2(f) SEPARATE IDENTITY PROVISIONS The Purchaser, GECS, 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, GE Capital or GECS or any other subsidiary or affiliate of the Seller, GE Capital or GECS. 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, GE Capital and GECS), 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 records, the other books and records, and the other assets of the Purchaser are and will be segregated from the property of the Seller and GECS, respectively; (c) GECS and/or GE Capital will issue consolidated financial statements, which financial statements will not show Purchaser Assets that have been sold by the Seller to the Purchaser as assets of the Seller and its consolidated subsidiaries. The Seller, GECS, 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, GECS, 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 the agents. However, any allocations of direct, indirect or overhead expenses for items shared between the Purchaser and GE Capital or GECS 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 GECS 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, GECS, 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, GE Capital or GECS or from those of any other person or entity, including any other subsidiary or affiliate of the Seller, GE Capital or GECS. Except as set forth below, the Purchaser does and will maintain its own books of account and corporate records separate from the Seller, GE Loan Purchase and Sale Agreement Capital and GECS or any other subsidiary or affiliate of the Seller, GE Capital and GECS. 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, GE Capital or GECS or any other subsidiary or affiliate of the Seller, GE Capital or GECS except as specifically provided in the Related Documents with respect to the temporary commingling of Collections and with respect to, if applicable, any such Person's retention, in their capacity as agent or Custodian for the Purchaser, of the books and records pertaining to the Purchaser Assets. However, any such agent or Custodian 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, the Seller, GE Capital or GECS. The Purchaser does not and will not maintain joint bank accounts or other depository accounts to which the Seller, GE Capital or GECS or any other subsidiary or affiliate of the Seller, GE Capital or GECS (other than in their capacity as agent for the Purchaser, if applicable) has independent access; (g) The Purchaser will strictly observe corporate formalities, and the Seller, GE Capital and GECS will strictly observe corporate formalities with respect to its dealings with the Purchaser. Specifically, no transfer of assets between any of the Seller, GE Capital and GECS, on the one hand, and the Purchaser, on the other, will be made without adherence to corporate formalities; (h) The transactions among the Purchaser and the Seller, GE Capital or GECS, 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. None of the Seller, GE Capital or GECS 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. The Purchaser will not guaranty the debts of the Seller, GE Capital or GECS; (i) All distributions made by the Purchaser to GECS as its sole member shall be in accordance with applicable law; (j) Any other transactions between the Purchaser and the Seller, GE Capital or GECS 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; and (k) The Purchaser is not named, or has 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, GE Capital or GECS. * * * * * * Loan Purchase and Sale Agreement TABLE OF CONTENTS

PAGE 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 Loans.................................................................... 1 Section 2.2 Grant of Security Interest....................................................... 2 Section 2.3 Sale Price....................................................................... 2 Section 2.4 Removal of Loans................................................................. 2 ARTICLE III CONDITIONS PRECEDENT...................................................................... 3 Section 3.1 Conditions to Sale............................................................... 3 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS................................................. 4 Section 4.1 Representations and Warranties of the Seller..................................... 4 Section 4.2 Affirmative Covenants of the Seller.............................................. 6 Section 4.3 Negative Covenants of the Seller................................................. 7 ARTICLE V INDEMNIFICATION........................................................................... 8 Section 5.1 Indemnification.................................................................. 8 ARTICLE VI CLEAN-UP CALL............................................................................. 9 Section 6.1 Clean-up Call.................................................................... 9 ARTICLE VII MISCELLANEOUS............................................................................. 9 Section 7.1 Notices.......................................................................... 9 Section 7.2 No Waiver; Remedies.............................................................. 10 Section 7.3 Successors and Assigns........................................................... 11 Section 7.4 Termination; Survival of Obligations............................................. 11 Section 7.5 Complete Agreement; Modification of Agreement.................................... 11 Section 7.6 Amendments and Waivers........................................................... 11 Section 7.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL..................... 12 Section 7.8 Counterparts..................................................................... 13 Section 7.9 Severability..................................................................... 13 Section 7.10 Section Titles................................................................... 13 Section 7.11 No Setoff........................................................................ 13 Section 7.12 Confidentiality.................................................................. 13 Section 7.13 Further Assurances............................................................... 13 Section 7.14 Accounting Changes............................................................... 14

Loan Purchase and Sale Agreement -i- TABLE OF CONTENTS (Continued) PAGE Schedule I UCC Information Schedule 4.1(b) UCC Information Schedule I Schedule of Loans Exhibit 4.2(f) Separate Indemnity Provisions Loan Purchase and Sale Agreement -ii- EXECUTION COPY ANNEX A to LOAN PURCHASE AND SALE AGREEMENT dated as of September 25, 2003 Annex A to Loan 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 September 25, 2003, 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 Sale Agreement or the Purchase and Sale Agreement, any Lien created under the Indenture 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. "Annual Percentage Rate" or "APR" of a Loan means, the interest rate or annual rate of finance charges stated in or, if not explicitly stated, the implicit finance charge used by GE Capital to calculate periodic payments with respect to the related Loan. "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. Sections 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 & Restated Limited Liability Company Agreement of the Seller dated as of September 25, 2003, as supplemented by the Series 2003-1 LLC Supplement. Annex A to Loan Purchase and Sale Agreement "CEF Variable Funding Certificate" means the Variable Funding Certificate issued by CEF Equipment Holding, L.L.C. pursuant to the Series 2003-1 LLC Supplement. "CEF Variable Funding Certificateholder" means the registered holder of the CEF Variable Funding Certificate. "Closing Date" means September 25, 2003. "Collateral" is defined in the Indenture. "Collection Account" is the account designated as such, established and owned by the Issuer. "Collection Period" means, with respect to any Payment Date, the calendar month preceding the 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 calendar month preceding the calendar month in which the first Payment Date occurs). "Collections" means, with respect to any Payment Date all payments made by or on behalf of the Obligors received during the related Collection Period, any Recoveries received during the related Collection Period, any proceeds from insurance policies covering the Equipment or related Obligor received during the related Collection Period. Liquidation Proceeds received during the related Collection Period, and payments made by a lessee pursuant to its obligation (if any) to pay the Termination Value pursuant to the related Loan received during the related Collection Period. "Consumer Contract" is defined in the Loan Sale Agreement. "Credit and Collection Policies" or "Credit and Collection Policy" means, with respect to each type of Loan, the policies, practices and procedures of the commercial equipment financing division of General Electric Capital Corporation, as adopted by the Issuer for providing equipment financing, including the policies and procedures for determining the creditworthiness of Obligors and the extension of credit to Obligors, or relating to the maintenance of such types of loans and collections on such types of loans, as such policies and procedures, as applicable, may be amended from time to time. "Cut-off Date" means August 2, 2003. "Delinquent Loan" means (i) any Loan that is more than 60 days past due and (ii) any Loan more than 30 days past due and for which the Servicer on behalf of the Purchaser has at any time after the Cut-off Date extended the due date for a Scheduled Payment thereon. "Defaulted Loan" means a Loan with respect to which (i) the Servicer on behalf of the Purchaser has repossessed the Equipment securing such Loan and which is not a Liquidated Loan or (ii) any portion of the Loan Value is deemed uncollectible in accordance with the Credit and Collection Policy. Annex A to Loan Purchase and Sale Agreement 2 "Eligible Loan" means as to each Purchaser Asset as of the Closing Date: (i) Characteristics of Purchaser Assets. Each Purchaser Asset: (A) was either originated in the United States of America by the Originator in connection with the financing or lease of Equipment in the ordinary course of the Originator's business or acquired by the Originator in the ordinary course of the Originator's 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 loan that is cross-collateralized with such Purchaser Asset) in the Equipment in favor of the Originator that, as of the Closing Date, has been assigned by the Originator to Seller, and by Seller to Purchaser 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) Schedule of Purchaser Assets. The information set forth on Schedule I of the Loan Sale Agreement is true and correct in all material respects as of the opening of business on the Cutoff Date and no selection procedures believed by Seller to be adverse to the interests of the Purchaser were utilized in selecting the Purchaser Assets. The computer tape regarding the Purchaser Assets made available to Purchaser and its assigns is true and correct in all respects. (iii) Compliance with Law. Each Purchaser Asset 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. Each Puchaser Asset 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. None of the Purchaser Assets is 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 Purchaser Asset shall be secured by a validly perfected first priority security interest in the Equipment (except to the extent the Equipment secures any loan that is cross-collateralized with such Purchaser Asset) in favor of the Originator 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 Originator as secured party. (vii) Purchaser Assets in Force. No Purchaser Asset has been satisfied, subordinated or rescinded, nor has any Equipment been released from the Lien granted by the related Purchaser Asset in whole or in part. (viii) No Amendment or Waiver. No provision of a Purchaser Asset has been waived, altered or modified in any respect, except pursuant to a document, instrument or Annex A to Loan Purchase and Sale Agreement 3 writing included in the Loan Files and no such amendment, waiver, alteration or modification causes such Purchaser Asset not to be an Eligible Loan. (ix) No Defenses. No right of rescission, setoff, counterclaim or defense has been asserted or threatened or exists with respect to any Purchaser Asset. (x) Lawful Assignment. No Purchaser Asset has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Purchaser Asset or any Purchaser Asset under this Agreement would be unlawful. (xi) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give Purchaser a first priority perfected ownership interest in the Purchaser Assets have been made (except to the extent the Equipment secures any loan that is cross-collateralized with such Purchaser Asset). (xii) One Original. There is only one original executed copy of each Purchaser Asset. (xiii) Insurance. The Obligor on each Purchaser Asset is required to maintain physical damage insurance covering the Equipment in accordance with the Originator's normal requirements. (xiv) No Bankruptcies. No Obligor on any Purchaser Asset as of the Cutoff Date was noted in the related Loan File as being the subject of a bankruptcy proceeding. (xv) No Repossessions. None of the Equipment securing any Purchaser Asset is in repossession status. (xvi) Instrument or Chattel Paper. Each Purchaser Asset 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. (xvii) U.S. Obligors. None of the Purchaser Assets is 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 Loan. None of the Purchaser Assets is more than 30 days past due. (xix) No Consumer Contract. None of the Purchaser Assets constitutes a Consumer Contract. (xx) Finance Lease. Each Purchaser Asset qualifies as a finance lease under the UCC and the terms of such Purchaser Asset provides that, by the end of the lease term, the lessee may elect to purchase the related Equipment upon the exercise of a nominal purchase option. Annex A to Loan Purchase and Sale Agreement 4 "Equipment" means any transportation equipment, industrial equipment, furniture and fixtures, construction equipment, technology and telecommunications equipment, maritime assets or other equipment, together with all accessions thereto securing an Obligor's indebtedness under the respective Loan. "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. "GECS" means General Electric Capital Services, Inc., 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. "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). "Indenture" means the Indenture, dated September 25, 2003, between the Purchaser and the Indenture Trustee, as the same may be amended and supplemented from time to time. "Indenture Trustee" means JPMorgan Chase Bank, not in its individual capacity but solely as Indenture Trustee under the Indenture, or any successor Indenture Trustee under the Indenture. "Investment Company Act" means the provisions of the Investment Company Act of 1940, 15 U.S.C. Sections 80a et seq., and any regulations promulgated thereunder. "Issuer" means GE Commercial Equipment Financing LLC, Series 2003-1, 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. "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 Loan by operation of law as a result of any act or omission by the related Obligor. "Limited Liability Company Agreement" means the Limited Liability Company Agreement of the Purchaser, dated as of September 25, 2003, among the Managing Member and the Issuer, as the same may be amended or supplemented from time to time. Annex A to Loan Purchase and Sale Agreement 5 "Liquidated Loan" means any Loan (i) liquidated through the sale or other disposition of all or a portion of the related Equipment, (ii) that has been charged off in its entirety in accordance with the Credit and Collection Policy without realizing upon the Equipment or (iii) the due date of any Scheduled Payment of which has been extended, at any time after the Cut-off Date for an aggregate period of 12 or more calendar months. "Liquidation Proceeds" means, with respect to any Liquidated Loan, the amounts collected in respect thereof from whatever source (including the proceeds of insurance policies with respect to the related Equipment or Obligor) during the Collection Period in which it became a Liquidated Loan, net of the sum of any amounts expended in connection with such liquidation and any amounts required by law to be remitted to the Obligor on such Liquidated Loan or any creditor of such Obligor to the extent required by applicable law or agreement. "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 Loans and any agreement (including any invoice) pursuant to, or under which, an Obligor shall be obligated to make payments with respect to any Loan. "Loan Sale Agreement" means the Loan Sale Agreement, dated as of September 25, 2003, between GE Capital and the Seller, as the same may be amended or supplemented from time to time. "Loan Files" is defined in Section 2.1 of the Purchase and Sale Agreement. "Loan Value" means, for any Loan that is not a Liquidated Loan or Defaulted Loan 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 APR plus (ii) the principal amount of any past due payments 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. Liquidated Loans shall be deemed to have a Loan Value of zero and Defaulted Loans on any day shall be deemed to have a Loan Value equal to the outstanding Loan Value on such day computed in accordance with clauses (A) or (B) above, as applicable, less the amount written off as uncollectible in accordance with the Credit and Collection Policy. "Managing Member" means CEF Equipment Holding, L.L.C, a Delaware limited liability company or any successor Managing Member under the 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 Loans, as applicable, therefor, any interest related thereto or the ownership interests or Liens of such Person thereon or the priority of such interests or Liens. "Maturity Date" is defined in the Indenture. Annex A to Loan Purchase and Sale Agreement 6 "Note Depository Agreement" means the agreement among the Issuer, the Indenture Trustee and The Depository Trust Company, as the initial clearing agency, dated as of the Closing Date. "Notes" means the notes issued under the Indenture. "Obligor" means, as to each Loan, any Person who owes payments under the Loan. "Payment Date" means, with respect to each Collection Period, the 20th 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 October 20, 2003. "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. "Pool Balance" means, with respect to the beginning of any calendar month, the sum of the aggregate Loan Values of the Loans at the opening of business on the first day of such calendar month. "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, 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 Liquidated Loan, as of the day immediately prior to such Loan becoming a Liquidated Loan less Annex A to Loan Purchase and Sale Agreement 7 any Liquidation Proceeds actually received by the Purchaser) plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to the APR for such Loan. "Purchase and Sale Agreement" means the Loan Purchase and Sale Agreement, dated as of September 25, 2003, between the Seller and the Purchaser, as the same may be amended or supplemented from time to time. "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. "Purchaser Purchase Price" is defined in Section 2.3 of the Purchase and Sale Agreement. "Purchaser Variable Funding Certificate" means the Variable Funding Certificate issued by the Issuer pursuant to the Limited Liability Company Agreement. "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 any of the Seller, the Servicer, any Sub-Servicer or the Purchaser with respect to the Loans and the Obligors thereunder, and the other Purchaser Assets. "Redemption Date" is defined in the Indenture. "Related Documents" means the Sale Agreement, the Purchase and Sale Agreement, the Servicing Agreement, the Limited Liability Company Agreement, the Variable Funding Certificates, the CEF Limited Liability Company Agreement, the Administration Agreement, the Note Depository Agreement, the Swap Agreements 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 Appendices 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 Loan: (a) any interest (including security 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 Loan (including rights (if any) to receive proceeds on insurance policies covering the Obligors); and (c) all Records relating to such Loan. "Sale Agreement" means the Loan Sale Agreement, dated September 25, 2003, between Seller and General Electric Capital Corporation. Annex A to Loan Purchase and Sale Agreement 8 "Schedule of Loans" is the schedule of Loans attached as Schedule I (which schedule may be in the form of microfiche). "Scheduled Payment" on a Loan means that portion of the payment required to be made by the Obligor during any Collection Period sufficient to amortize the principal 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 APR, provided that 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. "Seller" is defined in the preamble to the Purchase and Sale Agreement. "Series 2003-1 LLC Supplement" means the Series 2003-1 LLC Supplement to the Second Amended and Restated Limited Liability Company of CEF Equipment Holding L.L.C., dated as of September 25, 2003. "Servicer" means GE Capital in its capacity as Servicer under the Servicing Agreement, or any other Person designated as a Successor Servicer thereunder. "Servicing Agreement" means the Servicing Agreement dated as of September 25, 2003, by and between the Purchaser and the Servicer, as the same may be amended or supplemented from time to time. "Servicing Fee" 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. Annex A to Loan Purchase and Sale Agreement 9 "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). "Stockholder" means, with respect to any Person, each holder of Stock of such Person. "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. "Swap Agreements" is defined in the Indenture. "Termination Value" means the "Termination Value" (if any) payable by lessee pursuant to the applicable Loan. "Transfer Date" is defined in the Indenture. "Trust Account" is defined in the Indenture. "UCC" means, with respect to any jurisdiction, the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in such jurisdiction. "Variable Funding Certificates" is defined in the Indenture. 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 the Seller 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 Annex A to Loan Purchase and Sale Agreement 10 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. Annex A to Loan Purchase and Sale Agreement 11 EX-4.F 9 y90513exv4wf.txt SERVICING AGREEMENT Exhibit 4(f) - -------------------------------------------------------------------------------- SERVICING AGREEMENT Dated as of September 25, 2003 by and between GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 as the Issuer and GENERAL ELECTRIC CAPITAL CORPORATION, as the Servicer - -------------------------------------------------------------------------------- Servicing Agreement TABLE OF CONTENTS

Page ---- ARTICLE I DEFINITIONS AND INTERPRETATION............................................................ 1 Section 1.1. Definitions...................................................................... 1 Section 1.2. Other Interpretive Matters....................................................... 1 ARTICLE II APPOINTMENT OF THE SERVICER; CERTAIN DUTIES AND RESPONSIBILITIES OF THE SERVICER.......... 1 Section 2.1. Appointment of the Servicer...................................................... 1 Section 2.2. Duties and Responsibilities of the Servicer...................................... 1 Section 2.3. Unrelated Amounts................................................................ 2 Section 2.4. Authorization of the Servicer.................................................... 2 Section 2.5. Servicing Fees and Servicing Advances............................................ 3 Section 2.6. Covenants of the Servicer........................................................ 3 Section 2.7. Servicer's Certificate........................................................... 3 Section 2.8. Annual Statement as to Compliance; Notice of Default............................. 4 Section 2.9. Annual Independent Certified Public Accountants' Report.......................... 4 Section 2.10. Appointment of Subservicer....................................................... 4 Section 2.11. Maintenance of Security Interests in Loans....................................... 5 Section 2.12. Accounts......................................................................... 5 Section 2.13. Liquidity Account................................................................ 5 Section 2.14. Disbursement from the Collection Account......................................... 5 Section 2.15. Limitation on Liability of Servicer and Others................................... 5 ARTICLE III REPRESENTATIONS AND WARRANTIES............................................................ 6 Section 3.1. Representations and Warranties of the Servicer................................... 6 ARTICLE IV ADDITIONAL COVENANTS...................................................................... 7 Section 4.1. Covenants of the Servicer Regarding the Loans.................................... 7 ARTICLE V EVENTS OF SERVICER TERMINATION............................................................ 8 Section 5.1. Default.......................................................................... 8 ARTICLE VI SUCCESSOR SERVICER........................................................................ 8 Section 6.1. Resignation of Servicer.......................................................... 8 Section 6.2. Appointment of the Successor Servicer............................................ 9 Section 6.3. Duties of Servicer............................................................... 9 Section 6.4. Effect of Termination or Resignation............................................. 10

Servicing Agreement -i- TABLE OF CONTENTS (continued)

Page ---- ARTICLE VII INDEMNIFICATION........................................................................... 10 Section 7.1. Indemnities by the Servicer...................................................... 10 Section 7.2. Limitation of Damages; Indemnified Persons....................................... 10 ARTICLE VIII MISCELLANEOUS............................................................................. 10 Section 8.1. Notices.......................................................................... 10 Section 8.2. Binding Effect; Assignability.................................................... 11 Section 8.3. Termination; Survival of Obligations Upon Maturity Date or Redemption Date....... 11 Section 8.4. No Proceedings................................................................... 12 Section 8.5. Complete Agreement; Modification of Agreement.................................... 12 Section 8.6. Amendments and Waivers........................................................... 12 Section 8.7. No Waiver; Remedies.............................................................. 12 Section 8.8. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL..................... 12 Section 8.9. Counterparts..................................................................... 14 Section 8.10. Severability..................................................................... 14 Section 8.11. Section Titles................................................................... 14 Section 8.12. Limited Recourse................................................................. 14 Section 8.13. Further Assurances............................................................... 14 Section 8.14. Pledge of Assets................................................................. 14 Section 8.15. Waiver of Setoff................................................................. 15

Exhibit A Form of Servicer's Certificate Servicing Agreement -ii- This SERVICING AGREEMENT, dated as of September 25, 2003 (this "Agreement" or "Servicing Agreement"), by and between GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, a limited liability company organized under the laws of the State of Delaware (the "Issuer"), and GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital"), in its capacity as the servicer hereunder (the "Servicer"). 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 1.1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1 of Annex A. Section 1.2. Other Interpretive Matters. For purposes of this Agreement, the other interpretive matters set forth in Section 2 of Annex A shall govern. All exhibits, schedules, and other attachments hereto, or expressly identified hereto are incorporated herein by reference and, taken together with this Agreement, shall constitute but a single agreement. ARTICLE II APPOINTMENT OF THE SERVICER; CERTAIN DUTIES AND RESPONSIBILITIES OF THE SERVICER. Section 2.1. Appointment of the Servicer. The Issuer hereby appoints the Servicer as its agent to service the Loans and enforce its rights and interests in and under the Loans and to serve in such capacity until the termination of its responsibilities pursuant to Sections 5.1 or 6.1. In connection therewith, the Servicer hereby accepts such appointment and agrees to perform the duties and obligations set forth herein. The Servicer may, upon giving prior written notice to the Issuer, delegate any duties to any Person, or subcontract with a Sub-Servicer, for the collection, servicing or administration of the Loans; provided, that (a) the Servicer shall remain liable for the performance of the duties and obligations of any delegate or the Sub-Servicer pursuant to the terms hereof and (b) any Sub-Servicing Agreement that may be entered into and any other transactions or services relating to the Loans involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Servicer alone, and the Issuer shall not be deemed party thereto and shall have no obligations, duties or liabilities with respect to the Sub-Servicer. Section 2.2. Duties and Responsibilities of the Servicer. Subject to the provisions of this Agreement, the Servicer shall conduct the servicing, administration and collection of the Loans and shall take, or cause to be taken, all actions that (a) may be necessary or advisable to service, administer and collect the Loans from time to time, (b) the Servicer would take if the Loans were owned by the Servicer, and (c) are consistent with the Credit and Collection Policies. The Servicer shall also perform on behalf of the Issuer all of the Issuer's obligations under the Servicing Agreement Indenture other than any obligations to pay money and any obligations to be performed by the Administrator under the Administration Agreement. Section 2.3. Unrelated Amounts. If the Servicer determines that amounts which are not property of the Issuer (the "Unrelated Amounts") have been deposited in the Collection Account, then the Servicer shall provide written evidence thereof to the Issuer no later than the first Business Day following the day on which the Servicer had actual knowledge thereof, which evidence shall be provided in writing. Upon receipt of any such notice, the Servicer shall withdraw the Unrelated Amounts from the Collection Account, and the same shall not be treated as Available Amounts on Loans and shall not be subject to the provisions of Section 2.12. Section 2.4. Authorization of the Servicer. The Servicer is hereby authorized to take any and all reasonable steps necessary or desirable and consistent with the ownership of the Loans by the Issuer and pledge of the Loans to the Indenture Trustee under the Indenture, in the determination of the Servicer, to (a) collect all amounts due under the Loans, including endorsing its name on checks and other instruments representing Available Amounts on the Loans, executing and delivering any and all instruments of satisfaction or cancellation or of partial or full release or discharge and all other comparable instruments with respect to the Loans, and consistent with its normal procedures, arranging with the Obligor to extend or modify Scheduled Payments in its discretion, and (b) after the Loans become delinquent and to the extent permitted under and in compliance with applicable law and regulations, (i) commence proceedings with respect to the enforcement of payment of the Loans, (ii) adjust, settle or compromise any payments due thereunder and (iii) initiate proceedings against any Collateral securing the obligations due under the Loans, in each case, consistent with the Credit and Collection policies; provided, that, with respect to clause (a) and (b) above, the Servicer shall not agree to any modification of the APR on any Loan or of the amount of any Scheduled Payment on a Loan if such modification has a material adverse effect on the Noteholders; and provided, further, that in no event will such modification be permitted to extend the final payment date beyond the Maturity Date. Notwithstanding the generality of clause (a) above, the Servicer agrees that it shall promptly give written notice to the Issuer with a copy to S&P if the aggregate Loan Value of all Loans with respect to which an extension on payment of principal thereon has been granted by the Servicer exceeds 10% of the aggregate Loan Value of the Loans as of the Cut-off Date. If the Servicer shall commence a legal proceeding to enforce a Loan, the Issuer (in the case of a Loan other than a Purchased Loan) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Loan to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Loan on the ground that it shall not be a real party in interest or a holder entitled to enforce such Loan, the Managing Member shall take steps to enforce such Loan, including bringing suit in its name. The Issuer shall furnish (or cause to be furnished) the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and the Issuer shall assist the Servicer to the fullest extent to enable the Servicer to collect the Loans and otherwise discharge its duties Servicing Agreement -2- hereunder. In no event shall the Servicer be entitled to make the Issuer a party to any litigation without the Issuer's express prior written consent. Section 2.5. Servicing Fees and Servicing Advances. (a) As compensation for its servicing activities and as reimbursement for its reasonable expenses in connection therewith, the Servicer shall be entitled to receive the Servicing Fees for each Collection Period. The Servicer shall be required to pay for all expenses incurred by it in connection with its activities hereunder (including any payments to accountants, counsel or any other Person) and shall not be entitled to any payment therefor other than the Servicing Fees. The Servicer shall also be entitled to reimbursement for any outstanding Servicer Advances owing to the Servicer with respect to all preceding Collection Periods. (b) The Servicer may, but shall have no obligation to, make a Servicer Advance in the manner and to the extent provided herein, but only to the extent the Servicer, in its sole discretion, expects to be reimbursed for such advance. If the Servicer elects to make a Servicer Advance, prior to the close of business on each Determination Date, the Servicer will determine the amount of the advance that it has elected to make on the related Payment Date. The Servicer shall include information as to such determination in the Servicer's Certificate furnished by it in accordance with Section 2.7 and shall be obligated to transfer to the Collection Account on or before 11:00 a.m. (New York City time) on the related Transfer Date in next day funds the amounts applicable to such determinations appearing in such Servicer's Certificate. All Servicer Advances shall be reimbursable to the Servicer, without interest, when a payment relating to a Loan with respect to which an advance has previously been made is subsequently received. Upon the determination by the Servicer that reimbursement from the preceding source is unlikely or nonrecoverable, it will be entitled to recover unreimbursed advances from Available Amounts on or in respect of other Loans. Section 2.6. Covenants of the Servicer. The Servicer covenants and agrees that from and after the Closing Date and until the earlier of the Maturity Date or Redemption Date, as applicable: (a) Ownership of Loans. The Servicer shall identify the Loans clearly and unambiguously in its Servicing Records to reflect that the Loans are owned by the Issuer and have been pledged to the Indenture Trustee under the Indenture. (b) Compliance with Credit and Collection Policies; Law. The Servicer shall comply in all material respects with the Credit and Collection Policies with respect to the Loans and in all material respects with applicable law with respect to the Loans, unless, in either case, such failure to comply would not be reasonably expected to cause a Material Adverse Effect. Section 2.7. Servicer's Certificate. On each Determination Date the Servicer shall deliver to the Issuer, with a copy to the Indenture Trustee, the Seller and the Rating Agencies, a Servicer's Certificate containing all information necessary to make the distributions pursuant to Section 2.14 and the deposits to the Collection Account pursuant to Section 2.12 for the Collection Period preceding the date of such Servicer's Certificate. Loans to be repurchased by Servicing Agreement -3- the Seller shall be identified by the Servicer by account number with respect to such Loan (as specified in the Schedule of Loans delivered on the Closing Date). Section 2.8. Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 15 of each year, an Officers' Certificate, dated as of December 31 of the preceding year, stating that: (i) a review of the activities of the Servicer during the preceding 12-month period (or, in the case of the first such certificate, from the Cutoff Date to December 31, 2004) and of its performance under this Agreement has been made under such officers' supervision and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. (b) The Servicer shall deliver to the Issuer, with a copy to the Indenture Trustee, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers' Certificate of any event that, with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1. Section 2.9. Annual Independent Certified Public Accountants' Report. The Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Servicer, the Seller or any other Affiliate of either the Seller or Servicer, as applicable, to deliver to the Issuer on or before March 15 of each year a report, addressed to the board of directors of the Servicer, the Issuer and the Indenture Trustee, summarizing the results of certain procedures with respect to certain documents and records relating to the servicing of the Loans during the preceding calendar year (or, in the case of the first such report, during the period from the Cutoff Date to December 31, 2004). The procedures to be performed and reported upon by the independent public accountants shall be those agreed to by the Servicer and the Issuer or its designee. Such report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Section 2.10. Appointment of Subservicer. The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, that the Servicer shall remain obligated and be liable to the Issuer, for the servicing and administering of the Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Loans. The fees and expenses of the subservicer shall be as agreed between the Servicer and its subservicer from time to time and the Issuer shall have no responsibility therefor. Servicing Agreement -4- Section 2.11. Maintenance of Security Interests in Loans. The Servicer shall, in accordance with the Credit and Collection Policies, take such steps as are necessary to maintain perfection of the security interest created by each Loan in any of the Equipment. The Issuer hereby authorizes the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer or its assigns for any reason, including the filing of UCC financing statements without the related debtor's signature. Without limiting the generality of the foregoing, the Servicer shall make or maintain all required federal lien filings or registrations in the name of the Issuer, as applicable. Upon discovery by the Issuer or the Servicer of a breach of its obligation to maintain perfection of the security interest in each Loan pursuant to this Section 2.11, which breach is reasonably likely to have a Material Adverse Effect, the party discovering the same shall give prompt written notice thereof to the other party hereto. As liquidated damages for such breach, the Issuer shall, on the Transfer Date relating to the Collection Period during which the breach is discovered, request the Servicer to, and the Servicer shall pay to, or at the direction of, the Issuer the Purchase Amount for the applicable Loans (measured at the end of the Collection Period during which such breach is discovered). Upon such payment, all rights, title and interest of the Issuer in and to such Loans will be deemed to be automatically released without the necessity of any further action by the Issuer, the Servicer or any other party and such Loans will become the property of the Servicer. Section 2.12. Accounts. As of the Closing Date, the Servicer shall establish and maintain the Collection Account and the Liquidity Account in the name of the Issuer, each of which shall be an Eligible Deposit Account. (a) Not later than 10:00 a.m. (New York City time) on each Transfer Date, the Servicer shall deposit into the Collection Account all Available Amounts with respect to the related Collection Period that have not previously been deposited into the Collection Account (it being understood that no such deposits are required to be made prior to the Transfer Date unless a Daily Deposit Event has occurred). (b) Upon the occurrence and during the continuation of a Daily Deposit Event, the Servicer shall transfer to the Collection Account, on each Business Day in same day funds, all Available Amounts then held or thereafter received by it that are required to be deposited into the Collection Account, within two Business Days after receipt thereof. Section 2.13. Liquidity Account. The Servicer shall determine the Specified Liquidity Account Balance and the Outstanding Unfunded Capital Commitment for each Payment Date. Section 2.14. Disbursement from the Collection Account. On each Transfer Date, the Servicer, on behalf of the Issuer, shall withdraw from the Collection Account for payment to itself an amount equal to any accrued but unpaid Servicing Fee and any accrued but unpaid Servicer Advances owing to the Servicer (based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 2.7) in accordance with Section 2.5. Section 2.15. Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to Servicing Agreement -5- the Issuer or the Noteholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Loans in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement, the Related Documents and the rights and duties of the parties to this Agreement, the other Related Documents and the interests of the Noteholders under the Indenture. ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.1. Representations and Warranties of the Servicer. The Servicer represents and warrants to the Issuer as of the Closing Date as follows: (a) It is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and is duly qualified to do business, and is in good standing, in each jurisdiction in which the servicing of the Loans hereunder requires it to be so qualified, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. (b) It has the power and authority to execute and deliver this Agreement and to perform the transactions contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by the Servicer and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforceability of creditors' rights generally and general equitable principles, whether applied in a proceeding at law or in equity. (d) No consent of, notice to, filing with or permits, qualifications or other action by any Governmental Authority or any other party is required for the due execution, delivery and performance of this Agreement, other than consents, notices, filings and other actions which have been obtained or made or where the failure to get such consent or take such action, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Servicing Agreement -6- (e) There is no pending or, to its actual knowledge, threatened litigation of a material nature against or affecting it, in any court or tribunal, before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Agreement, or (ii) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of this Agreement. ARTICLE IV ADDITIONAL COVENANTS Section 4.1. Covenants of the Servicer Regarding the Loans. (a) Maintenance of Files. The Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Loan is paid full, maintain the Records with respect to each Loan, including records of all payments received, credits granted and property returned. The Servicer will permit representatives of the Issuer or its designee at any reasonable time during normal business hours, and at such times outside of normal business hours as the Issuer shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Servicer utilized in connection with the collection, processing or servicing of the Loans for the purpose of examining such Records, and (iii) to discuss matters relating to the Loans or the Servicer's performance under this Agreement with any officer, employee or accountants of the Servicer having knowledge of such matters. In connection therewith, the Issuer shall institute procedures to permit it to confirm the Loan Balance in respect of any Loans; provided that no one other than the Servicer, subject to any other arrangements made by the Issuer, will contact an Obligor unless Servicer Default has occurred. The Servicer agrees to render to the Issuer such clerical and other assistance as may be reasonably requested with regard to the foregoing. (b) Servicer Default. If a Servicer Default shall have occurred and be continuing, promptly upon request therefor, the Servicer shall deliver to the Issuer records reflecting activity through the close of business on the immediately preceding Business Day. Upon the occurrence and during the continuation of a Servicer Default, the Servicer shall (i) deliver and turn over to the Issuer or to its representatives, or at the option of the Issuer shall provide the Issuer or its representatives with access to, at any time, on demand of the Issuer, all of the Servicer's facilities, personnel, books and records pertaining to the Loans, including all Records, and (ii) allow the Issuer to occupy the premises of the Servicer where such books, records and Records are maintained, and (iii) to utilize such premises, the equipment thereon and any personnel of the Servicer that the Issuer may wish to employ to administer, service and collect the Loans. (c) Notice of Adverse Claim. The Servicer shall advise the Issuer promptly, in reasonable detail, (i) of any claim of ownership or Lien known to it made or asserted against any Loan, other than any ownership interest or Lien created under the Sale Agreement or the Purchase and Sale Agreement, any Lien created under the Indenture or any Permitted Encumbrances, and (ii) of the occurrence of any event known to it which would have a material adverse effect on the aggregate value of the Loans. Servicing Agreement -7- (d) Further Assurances. The Servicer shall furnish to the Issuer from time to time such statements and schedules further identifying and describing the Loans and such other reports in connection with the Loans as the Issuer may reasonably request, all in reasonable detail. ARTICLE V EVENTS OF SERVICER TERMINATION Section 5.1. Default. If any of the following events shall occur (regardless of the reason therefor) with respect to the Servicer: (a) The Servicer shall (i) fail to make or give instructions for any deposit, transfer or payment required to be made hereunder and the same shall remain unremedied for three Business Days, or (ii) fail or neglect to perform, keep or observe in any material respect any other provision of this Agreement and the same shall remain unremedied for fifteen days after written notice thereof shall have been given by the Issuer to the Servicer; (b) any representation or warranty of the Servicer herein or in any written statement, report, financial statement or certificate made or delivered by the Servicer to the Issuer hereto or thereto shall be untrue or incorrect in any material respect as of the date when made or deemed made and shall not be corrected for a period of 60 days after either (i) any Authorized Officer of the Servicer becomes aware thereof or (ii) notice thereof has been given to such Person by the Issuer; or (c) a Bankruptcy Event shall have occurred and be continuing with respect to the Servicer; then, upon the occurrence of any of such events (each, a "Servicer Default"), the Issuer may deliver a notice (a "Servicer Termination Notice") to the Servicer, terminating the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the Servicer. Upon the delivery of any such notice, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 6.2, provided, that notwithstanding anything to the contrary herein, the Servicer agrees to act as Servicer and to continue to follow the procedures set forth in this Agreement with respect to Available Amounts on the Loans under this Agreement until a Successor Servicer has assumed the responsibilities and obligations of the Servicer in accordance with Section 6.2. ARTICLE VI SUCCESSOR SERVICER Section 6.1. Resignation of Servicer. The Servicer may resign in the circumstances set forth in clause (a) or (b) of this Section 6.1. Servicing Agreement -8- (a) The Servicer may resign from its obligations and duties hereunder if it finds a replacement servicer satisfying the eligibility criteria set forth in Section 6.2. No such resignation shall become effective until the replacement servicer shall have obtained the Issuer's approval and appointment pursuant to Section 6.2. (b) The Servicer may resign from the obligations and duties hereby imposed on it upon its determination that (i) the performance of its duties hereunder has become impermissible under applicable law, and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law. No such resignation shall become effective until a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 6.2. Section 6.2. Appointment of the Successor Servicer. In connection with the termination of the Servicer's responsibilities under this Agreement pursuant to Section 5.1 or 6.1, the Issuer shall within 30 days after the giving of a Servicer Termination Notice pursuant to Section 5.1 or as soon as practicable after a resignation of the Servicer pursuant to Section 6.1, appoint a successor servicer that shall have a long-term debt rating of at least ["BBB-"] by S&P and ["Baa3"] by Moody's. The successor servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement (such successor servicer being referred to as the "Successor Servicer"); provided, that the Successor Servicer shall have no responsibility for any actions of the Servicer prior to the date of its appointment as Successor Servicer. The Successor Servicer shall accept its appointment by executing, acknowledging and delivering to the Issuer an instrument in form and substance acceptable to the Issuer, and by providing prior written notice of such appointment to the Indenture Trustee. Notice shall be given to the Rating Agencies of the appointment of any Successor Servicer. Section 6.3. Duties of Servicer. At any time following the appointment of a Successor Servicer: (a) the Servicer agrees that it shall terminate its activities as servicer hereunder in a manner acceptable to the Issuer so as to facilitate the transfer of servicing to the Successor Servicer, including timely delivery (i) to the Issuer of any funds that were required to be deposited in the Collection Account and the Liquidity Account and (ii) to the Successor Servicer, at a place selected by the Successor Servicer, of all Servicing Records and other information with respect to the Loans. The Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitely vest and confirm in the Successor Servicer all rights, powers, duties, responsibilities, obligations and liabilities of the Servicer; and (b) the Servicer shall terminate each Sub-Servicing Agreement that may have been entered into by it and the Successor Servicer shall not be deemed to have assumed any of the Servicer's interest therein or to have replaced the Servicer as a party to any such Sub-Servicing Agreement. Servicing Agreement -9- Section 6.4. Effect of Termination or Resignation. Any termination or resignation of the Servicer under this Agreement shall not affect any claims that the Issuer may have against the Servicer for events or actions taken or not taken by the Servicer arising prior to any such termination or resignation. ARTICLE VII INDEMNIFICATION Section 7.1. Indemnities by the Servicer. Without limiting any other rights that the Issuer or its Affiliates or any Stockholder, director, officer, employee, or agent or incorporator thereof (each, a "Servicer Indemnified Person") may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each Servicer Indemnified Person from and against any and all Indemnified Amounts which may be imposed on, incurred by or asserted against a Servicer Indemnified Person in any way arising out of or relating to any material breach of the Servicer's obligations under this Agreement; excluding, however, Indemnified Amounts to the extent resulting from (i) bad faith, gross negligence or willful misconduct on the part of the Servicer Indemnified Person or (ii) recourse for uncollectible Loans. Any Indemnified Amounts subject to the indemnification provisions of this Section 7.1 shall be paid to the Servicer Indemnified Person within [ten] Business Days following demand therefor. Section 7.2. Limitation of Damages; Indemnified Persons. NO SERVICER 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 VIII MISCELLANEOUS Section 8.1. Notices. 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 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 facsimile or other electronic transmission (with such transmission promptly confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided in this Section 8.1), (c) one 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 Servicing Agreement -10- facsimile number indicated 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 designated in any written notice 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 only be effective 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 only be effective on the immediately succeeding Business Day. If to GE Capital, as Servicer: General Electric Capital Corporation, as Servicer 44 Old Ridgebury Road Danbury, Connecticut 06810 Attention: General Counsel Telephone: (203) 796-1000 Facsimile: (203) 796-1313 If to the Issuer: GE Commercial Equipment Financing LLC, Series 2003-1 44 Old Ridgebury Road Danbury, Connecticut 06810 Attention: Capital Markets Operations Telephone: (203) 796-5518 Facsimile: (203) 796-5554 Section 8.2. Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Issuer and the Servicer and their respective successors and permitted assigns. Except as set forth in Section 2.1, or Article VI, the Servicer may not assign, transfer, hypothecate or otherwise convey any of its rights or obligations hereunder or interests herein without the express prior written consent of the Issuer and unless the Rating Agency Condition shall have been satisfied with respect to any such assignment. Any such purported assignment, transfer, hypothecation or other conveyance by the Servicer without the prior express written consent of the Issuer shall be void. The Issuer may, at any time, assign any of its rights and obligations under this Agreement to any Person and any such assignee may further assign at any time its rights and obligations under this Agreement, in each case, without the consent of the Servicer. Each of the Issuer and the Servicer acknowledges and agrees that, upon any such assignment, the assignee thereof may enforce directly, all of the obligations of the Issuer or the Servicer hereunder, as applicable. Section 8.3. Termination; Survival of Obligations Upon Maturity Date or Redemption Date. 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 the Class Servicing Agreement -11- B Note Maturity Date or the Redemption Date; provided, that the rights and remedies provided for herein with respect to any breach of any representation or warranty made by the Servicer pursuant to Article III, the indemnification and payment provisions of Article VII and Sections 8.4, 8.5 and 8.13 shall be continuing and shall survive the later of the Class B Note Maturity Date or the Redemption Date, as applicable. Following the final distribution date of the Issuer Variable Funding Certificate, the Servicer shall promptly provide written notice to the Managing Member of a notice of termination of the Issuer's obligations. Section 8.4. No Proceedings. The Servicer hereby agrees that, from and after the Closing Date and until the date one year plus one day following the earlier of the Class B Note Maturity Date or the Redemption Date, as applicable, it will not, directly or indirectly, institute or cause to be instituted against the Issuer any proceeding of the type referred to in the definition of "Bankruptcy Event"; provided that the foregoing shall not in any way limit the Servicer's right to pursue any other creditor rights or remedies that the Servicer may have for claims against the Issuer. Section 8.5. Complete Agreement; Modification of Agreement. This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.7. Section 8.6. Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Agreement, or any consent to any departure by any party hereto therefrom, shall in any event be effective unless the same shall be in writing and signed by each of the parties hereto. Section 8.7. No Waiver; Remedies. The failure by the Issuer , at any time or times, to require strict performance by the Servicer of any provision of this Agreement shall not waive, affect or diminish any right of the Issuer 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 the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations of the Servicer contained in this Agreement and no breach or default by the Servicer hereunder, shall be deemed to have been suspended or waived by the Issuer unless such waiver or suspension is by an instrument in writing signed by an officer of or other duly authorized signatory of the Issuer and directed to the Servicer specifying such suspension or waiver. The rights and remedies of the Issuer under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that the Issuer may have under any other agreement, including the other Related Documents, by operation of law or otherwise. Section 8.8. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW Servicing Agreement -12- PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. (a) 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. 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 9.1 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. (b) 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. Servicing Agreement -13- Section 8.9. Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Executed counterparts may be delivered electronically. Section 8.10. Severability. 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 8.11. Section Titles. The section titles and table of contents contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Section 8.12. Limited Recourse. (a) The obligations of the Issuer under this Agreement are solely the obligations of the Issuer. No recourse shall be had for any obligation or claim arising out of or based upon this Agreement against any incorporator, shareholder, officer, manager, member or director, past, present or future, of the Issuer or of any successor or of its constituent members or its other Affiliates, either directly or through the Issuer or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and as part of the consideration for the acceptance hereof, expressly waived and released. Any accrued obligations owing by the Issuer under this Agreement shall be payable by the Issuer solely to the extent that funds are available therefor from time to time in accordance with the provisions of Section 2.13 (provided that such accrued obligations shall not be extinguished until paid in full). (b) The obligations of the Servicer under this Agreement are solely the obligations of the Servicer. No recourse shall be had for the payment of any amount owing hereunder or any other obligation or claim arising out of or based upon this Agreement, against any shareholder, employee, officer, manager, member or director, agent or organizer, past, present or future, of the Servicer or of any successor thereto, either directly or through the Servicer or any successor thereto, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by acceptance hereof and as part of the consideration for the acceptance hereof, expressly waived and released. Section 8.13. Further Assurances. The Servicer shall, at its sole cost and expense, promptly and duly execute and deliver any and all further instruments and documents, and take such further action, that may be necessary or desirable or that the Issuer may request to enable the Issuer to exercise and enforce its rights under this Agreement or otherwise carry out more effectively the provisions and purposes of this Agreement. Section 8.14. Pledge of Assets. The Servicer hereby acknowledges that the Issuer has granted a security interest in the Collateral to the Indenture Trustee under the Indenture, and hereby waives any defenses it may have against the Indenture Trustee for the enforcement of this Agreement in the event of foreclosure by the Indenture Trustee against the Collateral. Accordingly, the parties hereto agree that, in the event of foreclosure by the Indenture Trustee Servicing Agreement -14- against the Collateral, the Indenture Trustee shall have the right to enforce this Agreement and the full performance by the parties hereto of their obligations and undertakings set forth herein. The Servicer hereby agrees to deliver to the Indenture Trustee a copy of all notices to be delivered by the Servicer to the Issuer hereunder. Section 8.15. Waiver of Setoff. The Servicer hereby waives any right of setoff that it may have for amounts owing to it under or in connection with this Agreement. [Signatures Follow] Servicing Agreement -15- IN WITNESS WHEREOF, the parties have caused this Servicing Agreement to be executed by their respective representatives thereunto duly authorized, as of the date first above written. GECF EQUIPMENT FINANCING LLC, SERIES 2003-1 BY: CEF EQUIPMENT HOLDING, L.L.C., ITS MANAGING MEMBER By: ---------------------------------- Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: ---------------------------------- Name: Title: Servicing Agreement EXHIBIT A to Servicing Agreement FORM OF SERVICER'S CERTIFICATE [______________________] [______________________] [______________________] Attention: [________________________] [__________________] [__________________] [__________] [__________________] Attention: [___________________________] [SELLER NAME] [SELLER ADDRESS] Attention: Secretary Moody's Investors Service, Inc. ABS Monitoring Department 99 Church Street New York, New York 10007 Standard & Poor's Ratings Services, A division of McGraw-Hill Companies, Inc. 55 Water Street New York, New York 10041 Attention: Asset Backed Surveillance Department Servicing Agreement B-1 EXECUTION COPY - -------------------------------------------------------------------------------- ANNEX A to SERVICING AGREEMENT dated as of September 25, 2003 Definitions and Interpretation - -------------------------------------------------------------------------------- Annex A to Servicing Agreement SECTION 1. Definitions and Conventions. Capitalized terms used in the Servicing 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 as defined in the Accounting Principles Board Opinion Number 20. "Administration Agreement" means the Administration Agreement, dated as of September 25, 2003, between the Administrator and the Issuer. "Administration Fee" is defined in Section 3 of the Administration Agreement. "Administrator" means General Electric Capital Corporation, in its capacity as Administrator under the Administration Agreement, or any other Person designated as a successor administrator. "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. "Annual Percentage Rate" or "APR" of a Loan means, the interest rate or annual rate of finance charges stated in or, if not explicitly stated, the implicit finance charge used by the Seller to calculate periodic payments with respect to the related Loan. "Appendices" means, with respect to any Related Document, all exhibits, schedules, annexes and other attachments thereto, or expressly identified thereto. "Authorized Officer" means, with respect to any corporation, trust or limited liability company, as appropriate, the Chairman or Vice-Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer, the Managing Member, and each other officer, employee or member of such corporation, trust or limited liability company, as appropriate, specifically or similar governing body of such limited liability company or trust to sign agreements, instruments or other documents on behalf of such corporation authorized in resolutions of the board of directors of such corporation or similar governing body of such limited liability company or trust, as appropriate. "Available Amounts" means, with respect to any Payment Date all payments made by or on behalf of the Obligors (excluding any late fees, prepayment charges, extension fees and other administrative fees or similar charges allowed by applicable law with respect to the Loans that constitute part of the Servicing Fees) received during the related Collection Period, any Recoveries received during the related Collection Period, any Swap Payments Incoming and any Annex A to Servicing Agreement Swap Termination Payments received pursuant to the Swap Agreements with respect to such Payment Date, any proceeds from insurance policies covering the Equipment or related Obligor received during the related Collection Period, Liquidation Proceeds received during the related Collection Period, the Purchase Amount of each Loan that became a Purchased Loan during the related Collection Period (to the extent deposited into the Collection Account), Investment Earnings for such Payment Date, servicing advances received during the related Collection Period and payments made by a lessee pursuant to its obligation (if any) to pay the Termination Value pursuant to the related Loan received during the related Collection Period; provided, however, that the Available Amounts shall not include all payments or proceeds (including Liquidation Proceeds) of any Loans the Purchase Amount of which has been included in the Available Amounts in a prior Collection Period. "Bankruptcy Code" means the provisions of title 11 of the United States Code, 11 U.S.C. Sections 101 et seq. "Bankruptcy Event" means, as to any Person, any of the following events: (a) a case or proceeding shall have been commenced against such Person seeking a decree or order in respect of such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person's assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; or (b) such Person shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Person or for any substantial part of such Person's assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing. "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 CEF dated September 25, 2003. "CEF Variable Funding Certificate" means the Variable Funding Certificate issued by CEF Equipment Holding, L.L.C. pursuant to the Series 2003-1 LLC Supplement. "Certificateholder" means a Person in whose name a Certificate is registered. "Class B Note Maturity Date" means November 20, 2011 (or, if such day is not a Business Day, the next succeeding Business Day thereafter). "Closing Date" means September 25, 2003. "Collection Account" means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 8.2 of the Indenture. Annex A to Servicing Agreement -2- "Collection Period" means, with respect to any Payment Date, the calendar month preceding the 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 calendar month preceding the calendar month in which the first Payment Date occurs). "Collections" is defined in the Indenture. "Credit and Collection Policies" or "Credit and Collection Policy" means, with respect to each type of Loan, the policies, practices and procedures of the commercial equipment financing division of General Electric Capital Corporation, as adopted by the Issuer for providing equipment financing, including the policies and procedures for determining the creditworthiness of Obligors and the extension of credit to Obligors, or relating to the maintenance of such types of loans and collections on such types of loans, as such policies and procedures, as applicable, may be amended from time to time. "Cut-off Date" is defined in the Indenture. "Daily Deposit Event" means (i) a reduction in the Servicer's rating below "BBB-" by S&P or "A2" by Moody's, (ii) the reduction of General Electric Company's long-term debt rating below "A" by S&P or (iii) the Servicer is not a direct or indirect subsidiary of General Electric Company. "Defaulted Loan" is defined in the Purchase and Sale Agreement. "Determination Date" means with respect to any Transfer Date, the second Business Day prior to such Transfer Date. "Eligible Deposit Account" means: (a) a segregated deposit account maintained with a depository institution or trust company whose short-term unsecured debt obligations are rated at least A-1+ by S&P and P-1 by Moody's, (b) a segregated account which is either (i) maintained in the corporate trust department of the Indenture Trustee or (ii) maintained with a depository institution or trust company whose long term unsecured debt obligations are rated at least BBB- by S&P and Baa3 by Moody's, or (c) a segregated trust account or similar account maintained with a federally or state chartered depository institution whose long term unsecured debt obligations are rated at least BBB- by S&P and Baa3 by Moody's subject to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R. Section 9.10(b) in effect on the Closing Date. "Equipment" means any transportation equipment, industrial equipment, furniture and fixtures, construction equipment, technology and telecommunications equipment, maritime assets or other equipment, together with all accessions thereto securing an Obligor's indebtedness under the respective Loan. "Event of Default" is defined in Section 5.1 of the Indenture. "Fitch" means Fitch, Inc. and its successors and assigns. Annex A to Servicing Agreement -3- "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. "Indenture" means the Indenture, dated September 25, 2003, between the Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time. "Indenture Trustee" means JPMorgan Chase Bank, not in its individual capacity but solely as Indenture Trustee under the Indenture, or any successor Indenture Trustee under the Indenture. "Investment Earnings" means, with respect to any Payment Date, the interest and other investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust Accounts to be included as part of Collections pursuant tot Section 8.5(a) of the Indenture. "Issuer" means GE Commercial Equipment Financing LLC, Series 2003-1, 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 issued pursuant to the Indenture. "Issuer Variable Funding Certificate" means the Variable Funding Certificate issued by the Issuer pursuant to the Limited Liability Company Agreement of September 25, 2003. "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 Loan by operation of law as a result of any act or omission by the related Obligor. "Limited Liability Company Agreement" means the Limited Liability Company Agreement of the Issuer, dated as of September 25, 2003, among the Managing Member and the Issuer, as the same may be amended or supplemented from time to time. "Liquidated Loan" means any Loan (i) liquidated through the sale or other disposition of all or a portion of the related Equipment, (ii) that has been charged off in its entirety in accordance with the Credit and Collection Policy without realizing upon the Equipment or (iii) the due date of any Scheduled Payment of which has been extended, at any time after the Cut-off Date for an aggregate period of 12 or more calendar months. "Liquidation Proceeds" means, with respect to any Liquidated Loan, the amounts collected in respect thereof from whatever source (including the proceeds of insurance policies with respect to the related Equipment or Obligor) during the Collection Period in which it became a Liquidated Loan, net of the sum of any amounts expended in connection with such liquidation and any amounts required by law to be remitted to the Obligor on such Liquidated Loan or any creditor of such Obligor to the extent required by applicable law or agreement. Annex A to Servicing Agreement -4- "Liquidity Account" means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 8.2 of the Indenture. "Liquidity Account Funding Event" has the meaning specified in Section 3.13 of the Indenture. "Loan" means any Loan included in the Schedule of Loans and any agreement (including any invoice) pursuant to, or under which, an Obligor shall be obligated to make payments with respect to any Loan. "Loan Value" is defined in the Purchase and Sale Agreement. "Managing Member" means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the 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 Loans, as applicable, therefor, any interest related thereto or the ownership interests or Liens of such Person thereon or the priority of such interests or Liens. "Maturity Date" is defined in the Indenture. "Moody's" means Moody's Investors Service, Inc. or any successor thereto. "Note Balance" is defined in the Indenture. "Note Depository Agreement" means the agreement among the Issuer, the Indenture Trustee and The Depository Trust Company, as the initial clearing agency, dated as of the Closing Date. "Note Distribution Account" means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 8.2(a) of the Indenture. "Note Register" has the meaning specified in Section 2.4 of the Indenture. "Noteholder" means the person in whose name a Note is registered on the Note Register. "Notes" is defined in the Indenture. "Obligor" means, as to each Loan, any Person who owes payments under the Loan. "Officer's Certificate" means, with respect to any Person, a certificate signed by an Authorized Officer of such Person. Annex A to Servicing Agreement -5- "Outstanding Principal Balance" is defined in the Indenture. "Outstanding Unfunded Capital Commitment" means, with respect to each Variable Funding Certificateholder on a Payment Date, the Variable Funding Capital Commitment of such Person reduced by the aggregate amount of capital contributions made by such Person prior to such Payment Date. If on any Payment Date the Outstanding Unfunded Capital Commitment is less than the Variable Funding Capital Commitment, the Outstanding Unfunded Capital Commitment shall be increased on such Payment Date to the extent of Amounts Available for Distribution (as defined in the Indenture) on such Payment Date, provided that in no event shall the Outstanding Unfunded Capital Commitment after any such increase exceed the Variable Funding Capital Commitment. "Payment Date" means, with respect to each Collection Period, the 20th 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 October 20, 2003. "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, 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 Liquidated Loan, as of the day immediately prior to such Loan becoming a Liquidated Loan less any Liquidation Proceeds actually received by the Issuer) plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to the APR for such Loan. "Purchase and Sale Agreement" means that certain Loan Purchase and Sale Agreement, dated as of September 25, 2003 by the Transferor and the Issuer, as the same may be amended from time to time. "Purchased Loan" means a Loan repurchased as of the close of business on the last day of a Collection Period by the Seller pursuant to Section 7.2 of the Sale Agreement or repurchased as of such time by the Transferor pursuant to Section 7.2 of the Purchase and Sale Agreement. "Rating Agency" means each of Fitch, Moody's and S&P. 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. Annex A to Servicing Agreement -6- "Rating Agency Condition" means, with respect to any action, that (i) each Rating Agency (other than Moody's) shall have been given prior notice thereof and that each of the Rating Agencies (other than Moody's) shall have notified the Issuer and the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of any Class of the Notes and (ii) Moody's shall have been given at least 10 Business Days' prior notice thereof and shall have not notified the Issuer that such action will result in a reduction or withdrawal of the then current rating of any Class of the Notes. "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 any of the Seller, the Servicer, any Sub-Servicer or the Issuer with respect to the Loan and the Obligors thereunder. "Recoveries" means, with respect to any Liquidated Loan, monies collected in respect thereof, from whatever source (other than from the sale or other disposition of the Equipment), after such Loan became a Liquidated Loan. "Redemption Date" is defined in the Indenture. "Related Collection Period Loan Value" means, with respect to any Payment Date, an amount equal to the Loan Value in the Collection Account as of the Transfer Date which were received by the Servicer during the related Collection Period, including all Liquidation Proceeds so received but excluding any Purchase Amounts with respect to Purchased Loan. "Related Documents" means the Sale Agreement, the Purchase and Sale Agreement, the Servicing Agreement, the Indenture, the Limited Liability Agreement, the Variable Funding Certificates, the CEF Limited Liability Company Agreement, the Administration Agreement, the Note Depository Agreement, the Swap Agreements, 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 Appendices 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. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto. "Sale Agreement" means the Loan Sale Agreement, dated September 25, 2003, between Seller and the Transferor. "Schedule of Loans" is the schedule of Loans attached as Schedule I to each of the Sale Agreement and the Purchase and Sale Agreement (which schedule may be in the form of microfiche). Annex A to Servicing Agreement -7- "Scheduled Payment" on a Loan means that portion of the payment required to be made by the Obligor during any Collection Period sufficient to amortize the principal 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 APR, provided that Termination Values shall also constitute Scheduled Payments. "Seller" means GE Capital, a Delaware corporation, its successors and assigns. "Series 2003-1 LLC Supplement" means the Series 2003-1 LLC Supplement to the Second Amended and Restated Limited Liability Company of CEF Equipment Holding, L.L.C., dated as of September 25, 2003. "Servicer" means each of GE Capital, in its capacity as Servicer under this Agreement, or any other Person designated as a Successor Servicer. "Servicer Advance" means, the amount as of the Record Date, which the Servicer may, but is not required to, advance pursuant to Section 2.5 of the Servicing Agreement. "Servicer Default" means an event specified in Section 5.1 of the Servicing Agreement. "Servicer Indemnified Person" is defined in Section 7.1. "Servicer Termination Notice" is defined in Section 5.1 of the Servicing Agreement. "Servicer's Certificate" means an Officer's Certificate of the Servicer delivered pursuant to Section 2.7 of the Servicing Agreement, substantially in the form of Exhibit A thereto. "Servicing Agreement" means the Servicing Agreement, dated as of September 25, 2003 between the Servicer and the Issuer. "Servicing Fee" means, for any Collection Period, an amount equal to the product of (a) the Servicing Fee Rate, (b) the average daily aggregate outstanding principal amount of Loans as of the first day of such Collection Period and (c) a fraction equal to (i) the number of days in such Collection Period, divided by (ii) 360; plus all late fees, prepayment fees, assumption fees, modification fees, and other miscellaneous fees and amounts received during such Collection Period. "Servicing Fee Rate" means 0.35%. "Servicing Records" means all documents, books, Records and other information (including computer programs, tapes, disks, data processing software and related property and rights) prepared and maintained by the Servicer with respect to the related Loans and the Obligors thereunder. "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 Annex A to Servicing Agreement -8- 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. "Specified Liquidity Account Balance" as of any date on and after the occurrence of a Liquidity Account Funding Event, means an amount equal to the lesser of (x) $13,193,123 and (y) the Outstanding Principal Balances of the Class A-4 and Class B Notes as of such date and, at any time prior to the occurrence of such event, zero. "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). "Stockholder" means, with respect to any Person, each holder of Stock of such Person. "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 the Servicer and any Sub-Servicer pursuant to and in accordance with Section 2.12 relating to the servicing, administration or collection of the Loans. "Successor Servicer" is defined in Section 6.2. "Termination Value" means the "Termination Value" (if any) payable by lessee pursuant to the applicable Loan. "Transfer Date" means the Business Day preceding the twentieth day of each calendar month. "Transferor" means CEF Equipment Holding, L.L.C., a Delaware limited liability company, as transferor under the Purchase and Sale Agreement. "UCC" means, with respect to any jurisdiction, the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in such jurisdiction. "Variable Funding Capital Commitment" as of any date means an amount equal to the lesser of (x) $13,193,123 and (y) the sum of the Outstanding Principal Balances of the Class A-4 and Class B Notes (each as defined in the Indenture) as of such date. "Variable Funding Certificateholder" is defined in the Indenture. "Variable Funding Certificates" is defined in the Indenture. Annex A to Servicing Agreement -9- SECTION 2. Other Interpretive Matters. All terms defined directly or by incorporation in the 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 Agreement (including this Annex A) and all certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in the Agreement, and accounting terms partly defined in the Agreement to the extent not defined, shall have the respective meanings given to them under GAAP; and unless otherwise provided, references to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance with the GE Capital fiscal calendar; (b) 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. Annex A to Servicing Agreement -10- EX-4.G 10 y90513exv4wg.txt INDENTURE Exhibit 4(g) GE Commercial Equipment Financing LLC, Series 2003-1 Issuer and JPMorgan Chase Bank, as Indenture Trustee. -------------------- INDENTURE Dated as of September 25, 2003 ----------------- $376,946,000 in aggregate principal amount of Notes, consisting of: $101,200,000 of One-Month LIBOR - 0.04% Class A-1 Notes $67,600,000 of One-Month LIBOR + 0.07% Class A-2 Notes $124,400,000 of One-Month LIBOR + 0.09% Class A-3 Notes $53,590,000 of One-Month LIBOR + 0.12% Class A-4 Notes $30,156,000 of One-Month LIBOR + 0.43% Class B Notes GE COMMERCIAL Equipment Financing LLC, Series 2003-1 Reconciliation and Tie between this Indenture dated as of September 25, 2003 and the TIA of 1939, as amended

TIA Section Indenture Section ----------- ----------------- 310(a)(1) 6.11 (a)(2) 6.11 (a)(3) 6.10(b) (a)(4) Not Applicable (b) 6.11 (c) Not Applicable 311(a) 6.13 (b) 6.13 312(a) 7.1 (b) 7.2(b) (c) 7.2(c) 313(a) 6.14 (b)(1) 6.14 (b)(2) 6.14 (c) 6.14; 7.3(a)(ii) (d) 6.14 314(a) 7.3 (b) 3.6; 8.7 (c)(1) 8.6 (c)(2) 8.6 (c)(3) 8.6 (d) 8.6 (e) 11.1 (f) Not Applicable 315(a) 6.1 (b) 6.5 (c) 6.1 (d) 6.7 (e) 5.10 316(a) (last sentence) 2.12 (a)(1)(A) 5.8 (a)(1)(B) 5.9 (a)(2) Not Applicable 317(a)(1) 5.2 (a)(2) 5.2 (b) 6.16 318(a) 11.19 (c) 11.19

TABLE OF CONTENTS

PAGE ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions...................................................................... 3 SECTION 1.2. Other Interpretive Matters....................................................... 23 SECTION 1.3. Incorporation by Reference of TIA................................................ 24 ARTICLE II THE NOTES SECTION 2.1. Form............................................................................. 24 SECTION 2.2. Execution, Authentication and Delivery........................................... 25 SECTION 2.3. Temporary Notes.................................................................. 25 SECTION 2.4. Registration; Registration of Transfer and Exchange.............................. 26 SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes....................................... 27 SECTION 2.6. Persons Deemed Owner............................................................. 28 SECTION 2.7. Payment of Principal and Interest; Defaulted Interest............................ 28 SECTION 2.8. Cancellation..................................................................... 30 SECTION 2.9. Book-Entry Notes................................................................. 30 SECTION 2.10. Notices to Clearing Agency....................................................... 31 SECTION 2.11. Definitive Notes................................................................. 31 SECTION 2.12. Notes owned by the Issuer or its Affiliates...................................... 32 SECTION 2.13. CUSIP Numbers.................................................................... 32 SECTION 2.14. Perfection Representations and Warranties........................................ 32 SECTION 2.15. Notes to Constitute Indebtedness................................................. 32 SECTION 2.16. Determination of LIBOR........................................................... 32 ARTICLE III COVENANTS SECTION 3.1. Payments......................................................................... 33 SECTION 3.2. Maintenance of Office or Agency.................................................. 33 SECTION 3.3. Paying Agent's Obligations....................................................... 34 SECTION 3.4. Existence........................................................................ 34 SECTION 3.5. Protection of the Collateral; Further Assurances................................. 34 SECTION 3.6. Opinions as to the Collateral.................................................... 34 SECTION 3.7. Performance of Obligations; Servicing of Loans................................... 35 SECTION 3.8. Taxes............................................................................ 37 SECTION 3.9. Annual Statement as to Compliance................................................ 37 SECTION 3.10. Negative Covenants............................................................... 37 SECTION 3.11. Successor or Transferee.......................................................... 39 SECTION 3.12. Notice of Events of Default...................................................... 40 SECTION 3.13. Capital Contributions and Liquidity Account...................................... 40 SECTION 3.14. Further Instruments and Acts..................................................... 41 ARTICLE IV SATISFACTION AND DISCHARGE SECTION 4.1. Satisfaction and Discharge of Indenture.......................................... 41 SECTION 4.2. Application of Trust Funds....................................................... 42 ARTICLE V REMEDIES SECTION 5.1. Events of Default................................................................ 42

-i- TABLE OF CONTENTS (continued)

PAGE SECTION 5.2. Remedies......................................................................... 43 SECTION 5.3. [Reserved]....................................................................... 46 SECTION 5.4. Unconditional Rights of Noteholders To Receive Principal and Interest............ 46 SECTION 5.5. Restoration of Rights and Remedies............................................... 46 SECTION 5.6. Rights and Remedies Cumulative................................................... 46 SECTION 5.7. Delay or Omission Not a Waiver................................................... 46 SECTION 5.8. Control by Noteholders........................................................... 46 SECTION 5.9. Waiver of Past Defaults.......................................................... 48 SECTION 5.10. Undertaking for Costs............................................................ 48 SECTION 5.11. Waiver of Stay or Extension Laws................................................. 48 SECTION 5.12. Action on Notes.................................................................. 48 SECTION 5.13. [Reserved]....................................................................... 49 SECTION 5.14. Sale of Collateral............................................................... 49 ARTICLE VI THE INDENTURE TRUSTEE SECTION 6.1. Duties of the Indenture Trustee.................................................. 51 SECTION 6.2. Rights of Indenture Trustee...................................................... 52 SECTION 6.3. Individual Rights of the Indenture Trustee....................................... 54 SECTION 6.4. Funds Held in Trust.............................................................. 54 SECTION 6.5. Notice of Defaults............................................................... 54 SECTION 6.6. [Reserved]....................................................................... 54 SECTION 6.7. Compensation and Indemnity....................................................... 54 SECTION 6.8. Resignation and Removal; Appointment of Successor................................ 55 SECTION 6.9. Successor Indenture Trustee by Merger............................................ 56 SECTION 6.10. Appointment of Co-Trustee or Separate Trustee.................................... 56 SECTION 6.11. Eligibility; Disqualification.................................................... 57 SECTION 6.12. Acceptance by Indenture Trustee.................................................. 59 SECTION 6.13. Preferential Collection of Claims Against the Issuer............................. 59 SECTION 6.14. Reports by Indenture Trustee to Noteholders...................................... 59 SECTION 6.15. Representations and Warranties................................................... 59 SECTION 6.16. The Paying Agent................................................................. 60 SECTION 6.17. Repayment of Amounts Held by Paying Agent........................................ 61 SECTION 6.18. Provisions of Swap Agreements.................................................... 61 ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders........... 62 SECTION 7.2. Preservation of Information; Communications to Noteholders....................... 62 SECTION 7.3. Reports by Issuer................................................................ 62 SECTION 7.4. De-Listing of Definitive Notes................................................... 63 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES SECTION 8.1. Collection of Amounts Due........................................................ 63

-ii- TABLE OF CONTENTS (continued)

PAGE SECTION 8.2. Trust Accounts................................................................... 64 SECTION 8.3. Priority of Payments............................................................. 64 SECTION 8.4. Reports.......................................................................... 69 SECTION 8.5. General Provisions Regarding Accounts............................................ 69 SECTION 8.6. Release of Collateral............................................................ 70 SECTION 8.7. Opinion of Counsel............................................................... 71 ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.1. Supplemental Indentures Without Consent of Noteholders and Swap Counterparties... 71 SECTION 9.2. Supplemental Indentures With Consent of Noteholders.............................. 72 SECTION 9.3. Execution of Supplemental Indentures............................................. 73 SECTION 9.4. Effect of Supplemental Indenture................................................. 73 SECTION 9.5. Reference in Notes to Supplemental Indentures.................................... 74 SECTION 9.6. Conformity with Trust Indenture Act.............................................. 74 ARTICLE X REDEMPTION OF NOTES SECTION 10.1. Redemption....................................................................... 74 SECTION 10.2. Form of Redemption Notice........................................................ 74 SECTION 10.3. Notes Payable on Redemption Date................................................. 75 ARTICLE XI MISCELLANEOUS SECTION 11.1. Compliance Certificates and Opinions, etc........................................ 75 SECTION 11.2. Form of Documents Delivered to Indenture Trustee................................. 77 SECTION 11.3. Acts of Noteholders.............................................................. 78 SECTION 11.4. Notices, etc., to the Indenture Trustee, Issuer and Rating Agencies.............. 79 SECTION 11.5. Notices to Noteholders; Waiver................................................... 79 SECTION 11.6. Alternate Payment and Notice Provisions.......................................... 80 SECTION 11.7. Successors and Assigns........................................................... 80 SECTION 11.8. Severability..................................................................... 80 SECTION 11.9. Benefits of Indenture............................................................ 80 SECTION 11.10. Legal Holidays................................................................... 80 SECTION 11.11. Governing Law.................................................................... 80 SECTION 11.12. Counterparts..................................................................... 82 SECTION 11.13. Recording of Indenture........................................................... 82 SECTION 11.14. Trust Obligation................................................................. 82 SECTION 11.15. Communication by Noteholders with Other Noteholders.............................. 82 SECTION 11.16. Inspection....................................................................... 82 SECTION 11.17. Agents of Issuer................................................................. 83 SECTION 11.18. Survival of Representations and Warranties....................................... 83 SECTION 11.19. Conflict with Trust Indenture Act................................................ 83 SECTION 11.20. Subordination.................................................................... 83

-iii- EXHIBITS EXHIBIT A-1 Form of Class A Notes EXHIBIT A-2 Form of Class B Notes EXHIBIT B Form of Section 3.9 Officers' Certificate EXHIBIT C Form of Noteholder's Statement Pursuant to Section 8.4 SCHEDULE 1 Perfection Representations, Warranties and Covenants -iv- INDENTURE, dated as of September 25, 2003, between GE Commercial Equipment Financing LLC, Series 2003-1, a Delaware limited liability company (the "Issuer"), and JPMorgan Chase Bank, a New York banking corporation, as trustee and not in its individual capacity (the "Indenture Trustee"). The Issuer has duly authorized the issuance of $376,946,000 in aggregate principal amount of its Notes, consisting of $101,200,000 aggregate principal amount of One-Month LIBOR - 0.04% Class A-1 Notes (the "Class A-1 Notes"), $67,600,000 aggregate principal amount of One-Month LIBOR + 0.07%, Class A-2 Notes (the "Class A-2 Notes"), $124,400,000 aggregate principal amount of One-Month LIBOR + 0.09% Class A-3 Notes (the "Class A-3 Notes") and $53,590,000 aggregate principal amount of One-Month LIBOR + 0.12% Class A-4 Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3 Notes, the "Class A Notes"), and $30,156,000 aggregate principal amount of One-Month LIBOR + 0.43% Class B Notes (the "Class B Notes"); and together with the Class A Notes, the "Notes"), and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. The Notes shall be entitled to payments of interest and principal as set forth herein. All things necessary to make the Notes, when executed by the Issuer and authenticated and delivered hereunder, the valid obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the benefit of all Noteholders, as follows: GRANTING CLAUSE The Issuer, as security for the Issuer's obligations under the Notes and this Indenture, hereby Grants to the Indenture Trustee at the Closing Date, for the benefit of the Noteholders and the Swap Counterparties, a security interest in all of the Issuer's right, title and interest in, to and under the following, whether now existing or hereafter arising or acquired (collectively, the "Collateral"): (a) the Loans, including the Loan Files, and all obligations of the Obligors thereunder, including all obligations of such Obligor with respect thereto due or to become due on or after the Cutoff Date; (b) the Related Security and Collections with respect thereto; (c) all property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (d) all Records with respect to any of the foregoing; (e) the Sale Agreement; (f) the Trust Accounts and all funds, Financial Assets, Investment Property or other property on deposit from time to time in or credited to the Trust Accounts, including all investments and Proceeds thereof and all income thereon; (g) the Purchase and Sale Agreement; (h) the Servicing Agreement; (i) the rights of the Issuer to receive capital contributions made pursuant to the Issuer Variable Funding Certificate pursuant to the Limited Liability Company Agreement; (j) all rights, title and interest of the Issuer in and to the Swap Agreements; (k) all General Intangibles relating to or arising out of any of the property described in the foregoing clauses (a) through (j); (l) all present and future claims, demands, causes and choses in action in respect of any or all of the property described in the foregoing clauses (a) through (k) and all payments on or under in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, Accounts, Promissory Notes, drafts, acceptances, Chattel Paper, checks, Deposit Accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the Proceeds of any and all of the foregoing; (m) all Proceeds of the foregoing clauses (a) through (l); and (n) all other personal property of the Issuer, of whatever kind or nature and wherever located. Such Grant is made in trust to secure (x) first, the payment of principal of and interest on, and any other amounts owing in respect of, the Class A Notes, equally and ratably without prejudice, priority or distinction, (y) second, the payment of principal of and interest on, and any other amounts owing in respect of, the Class B Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with this Indenture, and (z) the Swap Counterparties, to the extent set forth herein. The Indenture Trustee, on behalf of the Noteholders, (1) acknowledges such Grant, and (2) accepts the trusts under this Indenture in accordance with this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected. 2 ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions. Except as otherwise specified or as the context may otherwise require, the following terms have the meanings set forth below for all purposes of this Indenture. "Account" is defined in Section 9-102(a)(2) of the UCC. "Act" is defined in Section 11.3 of this Indenture. "Administration Agreement" means the Administration Agreement, dated as of September 25, 2003 between the Administrator and the Issuer. "Administration Fee" means the fee payable to the Administrator pursuant to Section 3 of the Administration Agreement. "Administrator" means General Electric Capital Corporation in its capacity as administrator, a Delaware corporation, or any successor Administrator under the Administration Agreement. "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. "Amounts Available for Distribution" means on each Payment Date all funds received by the Issuer from whatever source after the payment of all interest, principal and other debt payments made by the Issuer on such Payment Date and any other obligations of the Issuer payable on such Payment Date. "Annual Percentage Rate" or "APR" of a Loan means, the interest rate or annual rate of finance charges stated in, or if not explicitly stated, the implicit finance charges used by the finance company to determine periodic payments with respect to the related Loan. "Authorized Officer" means, with respect to any corporation, trust or limited liability company, as appropriate, the Chairman or Vice-Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer, the Managing Member, and each other officer, employee or member of such corporation, trust or limited liability company, as appropriate, specifically or similar governing body of such limited liability company or trust to sign agreements, instruments or other documents on behalf of such corporation authorized in resolutions of the board of directors of such corporation or similar governing body of such limited liability company or trust, as appropriate. 3 "Available Amounts" means (i) All payments made by or on behalf of the Obligors (excluding any late fees, prepayment charges, extension fees and other administrative fees or similar charges allowed by applicable law with respect to the Loans that constitute part of the servicing fees) received during the related Collection Period; (ii) any Recoveries received during the related Collection Period; (iii) all Swap Payments Incoming and all Swap Termination Payments received pursuant to the Swap Agreements with respect to such Payment Date; (iv) any proceeds from insurance policies covering the Equipment or related Obligor received during the related Collection Period; (v) Liquidation Proceeds received with respect to the related Collection Period; (vi) the Purchase Amount of each Loan that became a Purchased Loan during the related Collection Period (to the extent deposited into the Collection Account); (vii) Investment Earnings for such Payment Date; (viii) Servicing Advances received during the related Collection Period; and (ix) payments made by a lessee pursuant to its obligation (if any) to pay the Termination Value pursuant to the related Loan received during the related Collection Period; provided that Available Amounts shall not include all payments or proceeds (including Liquidation Proceeds) of any Loans the Purchase Amount of which has been included in the Available Amounts in a prior Collection Period. "Benefit Plan" is defined in Section 2.4(a) of this Indenture. "Book-Entry Notes" means a beneficial interest in the Notes of a particular Class, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.9 of this Indenture. "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 CEF Equipment Holding, L.L.C., dated as of September 25, 2003, as the same may be amended or supplemented from time to time. 4 "CEF Variable Funding Certificate" means the Variable Funding Certificate issued by CEF Equipment Holding, L.L.C. pursuant to the Series 2003-1 LLC Supplement. "CEF Variable Funding Certificateholder" means the registered holder of a CEF Variable Funding Certificate. "Certificated Security" has the meaning assigned to such term in Section 8-102 of Article 8 of the UCC. "Chattel Paper" is defined in Section 9-102(a)(11) of the UCC. "Class" means any class of Notes. "Class A Monthly Principal Payable Amount" means: (a) with respect to any Payment Date on or prior to the Payment Date on which the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero, the greater of; (i) the sum of: (x) the sum of the aggregate scheduled principal payments on the Loans received during the related Collection Period; plus (y) the amount, if any, of unscheduled principal collections in excess of the unscheduled principal collections necessary to reduce the Outstanding Principal Balance of the Class B Notes to the Class B Target Amount; and (ii) the excess of: (x) the sum of (i) the Outstanding Principal Balance of the Class A Notes and (ii) the Overcollateralization Amount as of the time immediately after the prior Payment Date; over (y) the Class A Target Principal Amount; and (b) with respect to any Payment Date thereafter, the lesser of (i) the excess of: (x) the sum of (i) the Outstanding Principal Balance of the Class A Notes and (ii) the Overcollateralization Amount as of the time immediately after the prior Payment Date; over (y) the Class A Target Principal Amount; and (ii) the Outstanding Principal Balance of the Class A Notes; 5 (c) on the applicable Maturity Date for each of the Class A Notes, the Class A Monthly Principal Payable Amount will be the amount necessary (after giving effect to the other amounts to be deposited in the Note Distribution Account on that Payment Date and allocable to principal) to reduce the Outstanding Principal Balance of the related Class A Notes to zero; in each case as of the end of the immediately preceding Collection Period. "Class A Noteholder" means any holder of record of a Class A Note. "Class A Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes. "Class A Target Percentage" means, (a) with respect to any Payment Date on or prior to the Payment Date on which the Outstanding Principal Balance of the Class A Notes has been reduced to zero, the quotient of (i) the sum of: (x) the aggregate Outstanding Principal Balance of the Class A Notes immediately after the prior Payment Date; and (y) the Overcollateralization Amount as of such date; and (ii) the sum of: (x) the aggregate Outstanding Principal Balance of the Notes, immediately after the prior Payment Date and (y) the Overcollateralization Amount immediately after the prior Payment Date; and (b) with respect to any Payment Date thereafter, zero. "Class A Target Principal Amount" means, with respect to any Payment Date, the product of (i) the Class A Target Percentage and (ii) the Pool Balance at the beginning of the calendar month in which such Payment Date occurred. "Class A-1 Interest Rate" means LIBOR minus 0.04% per annum, computed on the basis of the actual number of days and a year of 360 days. "Class A-1 Maturity Date" means September 20, 2004 (or, if such day is not a Business Day, the next succeeding Business Day thereafter). "Class A-1 Notes" means the $101,200,000 aggregate principal amount of Notes, Class A-1, issued pursuant to this Indenture. 6 "Class A-2 Interest Rate" means LIBOR + 0.07% per annum computed on the basis of the actual days and a year of 360 days. "Class A-2 Maturity Date" means November 20, 2005 (or, if such day is not a Business Day, the next succeeding Business Day thereafter). "Class A-2 Notes" means the $67,600,000 aggregate principal amount of Notes, Class A-2, issued pursuant to this Indenture. "Class A-3 Interest Rate" means LIBOR + 0.09% per annum computed on the basis of the actual days and a year of 360 days. "Class A-3 Maturity Date" means June 20, 2007 (or, if such day is not a Business Day, the next succeeding Business Day thereafter). "Class A-3 Notes" means the $124,400,000 aggregate principal amount of Notes, Class A-3, issued pursuant to this Indenture. "Class A-4 Interest Rate" means LIBOR + 0.12% per annum computed on the basis of the actual days and a year of 360 days. "Class A-4 Maturity Date" means November 20, 2011 (or, if such day is not a Business Day, the next succeeding Business Day thereafter). "Class A-4 Notes" means the $53,590,000 aggregate principal amount of Notes, Class A-4, issued pursuant to this Indenture. "Class B Floor" means, with respect to any Payment Date, an amount equal to (i) 6.167% of the Pool Balance as of the Cut-off Date, plus (ii) the Unfunded Loss Amount, if any, for such Payment Date, minus (iii) the Outstanding Unfunded Capital Commitment; provided, however, that in no event will the Class B Floor be greater than the Outstanding Principal Amount of the Class B Notes immediately prior to such Payment Date nor less than zero. "Class B Interest Rate" means LIBOR + 0.43% per annum computed on the basis of the actual days and a year of 360 days. "Class B Maturity Date" means November 20, 2011 (or, if such day is not a Business Day, the next succeeding Business Day thereafter). 7 "Class B Monthly Principal Payable Amount" means: (a) with respect to any Payment Date on or prior to the Payment Date on which the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero, the least of: (i) the excess, if any, of: (A) the Outstanding Principal Balance of the Class B Notes; over (B) the greater of: (1) the Class B Target Principal Amount; and (2) the Class B Floor, if any; (ii) the Outstanding Principal Balance of the Class B Notes; and (iii) the amount, if any, of unscheduled principal collections on the Loans received during the related Collection Period (b) with respect to any Payment Date thereafter, the lesser of: (i) the excess, if any, of: (A) the sum of: (1) the Outstanding Principal Balance of the Class B Notes; and (2) at any time after the Outstanding Principal Balance of the Class A Notes has been reduced to zero, the Overcollateralization Amount as of the time immediately after the prior Payment Date; over (B) the greater of: (1) the Class B Target Principal Amount; and (2) the Class B Floor, if any; and (ii) the Outstanding Principal Balance of the Class B Notes; and (c) on the Maturity Date for the Class B Notes, the Class B Monthly Principal Payable Amount will equal the amount necessary (after giving effect to the other amounts to be deposited in the Note Distribution Account on that Payment Date and allocable to principal) to reduce the Outstanding Principal Balance of the Class B Notes to zero. 8 "Class B Noteholder" means any holder of record of a Class B Note. "Class B Notes" means the $30,156,000 aggregate principal amount of Notes, Class B, issued pursuant to the Indenture. "Class B Target Percentage" means, with respect to any Payment Date, the quotient of (a) the sum of (i) the aggregate Outstanding Principal Balance of the Class B Notes immediately after the prior Payment Date, and (ii) after the Outstanding Principal Balance of the Class A Notes have been reduced to zero, the Overcollateralization Amount as of such date; and (b) the sum of: (i) the aggregate Outstanding Principal Balance of the Notes immediately after the prior Payment Date; and (ii) the Overcollateralization Amount, immediately after the prior Payment Date. "Class B Target Principal Amount" means, with respect to any Payment Date, the product of (i) the Class B Target Percentage and (ii) the Pool Balance at the beginning of the calendar month in which such Payment Date occurs. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act that has been designated as the "Clearing Agency" for purposes of this Indenture. "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Date" means September 25, 2003. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder. "Collateral" is defined in the Granting Clause of this Indenture. "Collection Account" means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 8.2 of this Indenture. "Collection Period" means, with respect to any Payment Date, the calendar month preceding the month in which the Payment Date occurs (or, if for the first Payment Date, the period from and including the day after the Cutoff Date to and including the last day of the calendar month preceding the calendar month in which the first Payment Date occurs). 9 "Collections" means, with respect to any Payment Date all payments made by or on behalf of the Obligors received during the related Collection Period, any Recoveries received during the related Collection Period, any proceeds from insurance policies covering the Equipment or related Obligor received during the related Collection Period, Liquidation Proceeds received during the related Collection Period, and payments made by a lessee pursuant to its obligation (if any) to pay the Termination Value pursuant to the related Loan received during the related Collection Period. "Commission" means the Securities and Exchange Commission. "Corporate Trust Office" means, with respect to the Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of this Indenture is located at 4 New York Plaza, 6th Floor, New York, NY 10004, Attention: Institutional Trust Services Structured Finance (facsimile no. (212) 623-5932); or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the Seller). "Credit and Collection Policies" or "Credit and Collection Policy" means, with respect to each type of Loan, the policies, practices and procedures of the commercial equipment financing division of General Electric Capital Corporation, as adopted by the Issuer for providing equipment financing, including the policies and procedures for determining the creditworthiness of Obligors and the extension of credit to Obligors, or relating to the maintenance of such types of loans and collections on such types of loans, as such policies and procedures, as applicable, may be amended from time to time. "Custody and Control Agreement" means an agreement that provides the Indenture Trustee with a perfected security interest with respect to the collateral described therein. "Cutoff Date" means August 2, 2003. "DB Swap Agreement" means the 1992 ISDA Master Agreement dated as of September 25, 2003, including all schedules and confirmations thereto, between the Issuer and the DB Swap Counterparty, as the same may be amended, supplemented, renewed, extended or replaced from time to time. "DB Swap Counterparty" means Deutsche Bank AG, New York Branch, solely in its capacity as a swap counterparty, and any successors and assigns. "Default" means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default. "Defaulted Loan" means a Loan with respect to which (i) the Servicer on behalf of the Issuer has repossessed the Equipment securing such Loan and which is not a Liquidated Loan or (ii) any portion of the Loan Value is deemed uncollectible in accordance with the Credit and Collection Policy. "Definitive Notes" is defined in Section 2.9 of this Indenture. 10 "Delinquent Loan" is defined in Annex A to the Servicing Agreement. "Deposit Account" is defined in Section 9-102(a)(29) of the UCC. "Determination Date" means, with respect to any Transfer Date, the second Business Day prior to such Transfer Date. "Eligible Deposit Account" means: (a) a segregated deposit account maintained with a depository institution or trust company whose short-term unsecured debt obligations are rated at least A-1+ by S&P and P-1 by Moody's, (b) a segregated account which is either (i) maintained in the corporate trust department of the Indenture Trustee or (ii) maintained with a depository institution or trust company whose long term unsecured debt obligations are rated at least BBB- by S&P and Baa3 by Moody's, or (c) a segregated trust account or similar account maintained with a federally or state chartered depository institution whose long term unsecured debt obligations are rated at least BBB- by S&P and Baa3 by Moody's subject to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R. Section 9.10(b) in effect on the Closing Date. "Equipment" means any transportation equipment, industrial equipment, furniture and fixtures, construction equipment, technology and telecommunications equipment, maritime assets or other equipment, together with all accessions thereto securing an Obligor's indebtedness under the respective Loan. "Equipment Loan" means middle market equipment loans that consist of loans and finance leases secured by new or used transportation equipment, industrial equipment, furniture and fixtures, construction equipment, technology and telecommunications equipment, maritime assets or other equipment made to obligors in the United States of America and managed by the Commercial Equipment Financing Division of GE Capital. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Event of Default" is defined in Section 5.1 of this Indenture. "Excess Spread Amount" means, with respect to any Payment Date, the portion, if any, of Available Amounts for such Payment Date remaining after giving effect to the payments made pursuant to clauses (i) through (viii) under Section 8.3(a) of the Indenture with respect to any Payment Date prior to an Event of Default. "Executive Officer" means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof. "Federal Book-Entry Regulations" means (a) the Federal regulations listed on Appendix A to Operating Circular No. 7 issued by the Federal Reserve Banks and (b) the Federal regulations published at 25 C.F.R. Part 350. 11 "Financial Asset" has the meaning assigned thereto in Section 8-102 of Article 8 of the UCC. "Fitch" means Fitch, Inc. and its successors and assigns. "GECS" means General Electric Capital Services, Inc. or any successors or assigns thereto. "GECS Swap Agreement" means the 1992 ISDA Master Agreement dated as of September 25, 2003, including all schedules and confirmations thereto, between the Issuer and GECS, in its capacity as GECS Swap Counterparty, as the same may be amended, supplemented, renewed, extended or replaced from time to time. "GECS Swap Counterparty" means GECS, solely in its capacity as a swap counterparty, and any successors or assigns thereto. "General Intangibles" is defined in Section 9-102(a)(42) of the UCC. "Grant" means to create and grant a Lien pursuant to this Indenture, and other forms of the verb "to Grant" shall have correlative meanings. A Grant with respect to the Collateral or any other agreement or instrument shall include a grant of a Lien upon all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the right, upon the occurrence of a Default and declaration thereof by the party to whom such Grant is made, to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other amounts payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. "Indenture" means this Indenture, dated as of September 25, 2003, between the Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time. "Indenture Trustee" means JPMorgan Chase Bank, not in its individual capacity but solely as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture. "Independent" means, with respect to any specified Person, any such Person who (i) is in fact independent of any Seller, the Servicer, the Issuer, or any Affiliate of any thereof, (ii) does not have any direct financial interest, or any material indirect financial interest in any Seller, the Servicer, the Issuer, or any Affiliate of any thereof and (iii) is not connected with any Seller, the Servicer, the Issuer, or any Affiliate of any thereof, as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of any Seller, the Servicer, the Issuer, or any Affiliate of any thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Issuer, the Servicer, or any Affiliate thereof, as the case may be. 12 "Independent Certificate" means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of this Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof. "Insolvency Event" means, with respect to a specified Person: (a) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of such Person under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such Person or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or such Person's failure to pay its debts generally as they become due, or the taking of corporate action by such Person in furtherance of any such action. "Instruments" has the meaning assigned thereto in Section 9-102 of Article 9 of the UCC. "Interest Accrual Period" means, with respect to any Payment Date (the "current Payment Date") and any Class of Notes, the period from and including the preceding Payment Date (or, in the case of the initial Payment Date from and including the Closing Date) to but excluding the current Payment Date. "Interest Rate" means (i) as to the Class A-1 Notes, the Class A-1 Interest Rate, (ii) as to the Class A-2 Notes, the Class A-2 Interest Rate, (iii) as to the Class A-3 Notes, the Class A-3 Interest Rate, (iv) as to the Class A-4 Notes, the Class A-4 Interest Rate and (v) as to the Class B Notes, the Class B Interest Rate. "Investment Earnings" means, with respect to any Payment Date, the interest and other investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust Accounts to be included as part of Available Amounts pursuant to Section 8.5(a) of this Indenture. 13 "Investment Property" is defined in Section 9-102(a)(49) of the UCC. "Issuer" means GE Commercial Equipment Financing LLC, Series 2003-1, a Delaware limited liability company, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained in this Indenture and required by the TIA, each other obligor on the Notes. "Issuer Order" and "Issuer Request" means a written order or request, respectively, signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee. "Issuer Variable Funding Certificate" means the Variable Funding Certificate issued by the Issuer pursuant to the Limited Liability Company Agreement of September 25, 2003. "Issuer Variable Funding Certificateholder" means the registered holder of the Issuer Variable Funding Certificate. "LIBOR" is defined in Section 2.16. "LIBOR Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the city of London, England are required to or authorized by law to be closed. "LIBOR Rate Adjustment Date" is defined in Section 2.16 of this Indenture. "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 Loan by operation of law as a result of any act or omission by the related Obligor. "Limited Liability Company Agreement" means the Limited Liability Company Agreement of the Issuer, dated as of September 25, 2003, as the same may be amended or supplemented from time to time. "Liquidated Loan" means any Loan (i) liquidated through the sale or other disposition of all or a portion of the related Equipment, (ii) that has been charged off in its entirety in accordance with the Credit and Collection Policy without realizing upon the Equipment or (iii) the due date of any Scheduled Payment of which has been extended, at any time after the Cut-off Date, for an aggregate period of 12 or more calendar months "Liquidation Proceeds" means, with respect to any Liquidated Loan, the amounts collected in respect thereof from whatever source (including the proceeds of insurance policies with respect to the related Equipment or Obligor) during the Collection Period in which it became a Liquidated Loan, net of the sum of any amounts expended in connection with such liquidation and any amounts required by law to be remitted to the Obligor on such Liquidated Loan or any creditor of such Obligor to the extent required by applicable law or agreement. 14 "Liquidity Account" means the Liquidity Account established and owned by the Issuer and maintained in accordance with Section 8.2 of this Indenture. "Liquidity Account Funding Event" is defined in Section 3.13 of this Indenture. "Loan" means any agreement (including any invoice) pursuant to, or under which, an Obligor shall be obligated to make payments with respect to any Equipment Loan owned by the Issuer. "Loan Files" means the documents specified in Section 2.1 of the Sale Agreement. "Loan Value" is defined in the Purchase and Sale Agreement. "Managing Member" means CEF Equipment Holding, L.L.C., a Delaware limited liability company, or any successor Managing Member under the Limited Liability Company Agreement. "Maturity Date" means (i) as to the Class A-1 Notes, the Class A-1 Maturity Date, (ii) as to the Class A-2 Notes, the Class A-2 Maturity Date, (iii) as to the Class A-3 Notes, the Class A-3 Maturity Date, (iv) as to the Class A-4 Notes, the Class A-4 Maturity Date and (v) as to the Class B Notes, the Class B Maturity Date. "Monthly Interest Amount Payable" means, with respect to any Payment Date (the "current Payment Date") and any Class of Notes, an amount equal to the sum of (a) the aggregate amount of interest accrued on that Class of Notes at the applicable Interest Rate from and including the preceding Payment Date (or, in the case of the initial Payment Date from and including the Closing Date) to but excluding the current Payment Date plus (b) the Monthly Interest Shortfall for that Class of Notes and the current Payment Date. "Monthly Interest Shortfall" means, with respect to any Payment Date (the "current Payment Date") and any Class of Notes, the excess of the Monthly Interest Amount Payable for the preceding Payment Date over the amount in respect of interest on that Class of Notes that was actually paid to the Noteholder for that Class of Notes on such preceding Payment Date, plus interest on such excess, to the extent permitted by law, at a rate per annum equal to the Interest Rate on that Class of Notes, from such preceding Payment Date to but excluding the current Payment Date. "Moody's" means Moody's Investors Service, Inc. or any successor thereto. 15 "Note Balance" means the aggregate Outstanding Principal Balance of the Notes from time to time. "Note Depository Agreement" means the agreement among the Issuer, the Indenture Trustee and The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date. "Note Distribution Account" means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 8.2(a) of this Indenture. "Note Owner" means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with the Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of the Clearing Agency). "Note Pool Factor" means, as of the close of business on any Payment Date with respect to any Class of Notes, the Outstanding Principal Balance of that Class of Notes divided by the original Outstanding Principal Balance of that Class of Notes (carried out to the seventh decimal place). The Note Pool Factor for each Class will be 1.0000000 as of the Closing Date, and, thereafter, will decline to reflect reductions in the Outstanding Principal Balance of the Notes. "Note Register" and "Note Registrar" have the respective meanings specified in Section 2.4 of this Indenture. "Noteholder" means the person in whose name a Class A or Class B Note is registered on the Note Register. "Notes" means the Class A Notes and the Class B Notes. "Obligor" means, as to each Loan, any Person who owes payments under the Loan. "Officers' Certificate" means, as to any Person, a certificate signed by an Authorized Officer of such Person. "Opinion of Counsel" means a written opinion of counsel (who may, except as otherwise expressly provided in this Agreement, be an employee of or counsel to the Issuer or an Affiliate of the Issuer), which counsel and opinion shall be acceptable to the Indenture Trustee, or the Rating Agencies, as applicable. "Other Assets" is defined in Section 11.20 of this Indenture. "Outstanding" means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except: (i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation; 16 (ii) Notes or portions thereof the payment for which funds in the necessary amount have been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Noteholders (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture); and (iii) Notes in exchange for or in lieu of other Notes that have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; provided, that in determining whether the Noteholders of the requisite Outstanding Principal Balance of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Related Document, Notes owned by the Issuer or any Affiliate thereof shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate thereof. "Outstanding Principal Balance" means the aggregate principal amount of all Notes, or Class of Notes, as applicable, Outstanding at the date of determination. "Outstanding Unfunded Capital Commitment" means, with respect to each Variable Funding Certificateholder on a Payment Date, the Variable Funding Capital Commitment of such Person reduced by the aggregate amount of capital contributions made by such Person prior to such Payment Date. If on any Payment Date the Outstanding Unfunded Capital Commitment is less than the Variable Funding Capital Commitment, the Outstanding Unfunded Capital Commitment shall be increased on such Payment Date to the extent of Amounts Available for Distribution on such Payment Date, provided that in no event shall the Outstanding Unfunded Capital Commitment after any such increase exceed the Variable Funding Capital Commitment. "Overcollateralization Amount" means, with respect to the time immediately following any Payment Date, the excess, if any, of (i) the Pool Balance at the beginning of the calendar month in which such Payment Date occurs over (ii) the aggregate Outstanding Principal Balance of the Class A Notes and Class B Notes at such time. "Paying Agent" means with respect to the Notes, initially the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of this Indenture and is authorized by the Issuer to make the distributions from the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer. "Payment Date" means, with respect to each Collection Period, the 20th 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 October 20, 2003. 17 "Permitted Investments" means one or more of the following: (a) obligations of, or guaranteed as to the full and timely payment of principal and interest by, the United States or obligations of any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States; (b) repurchase agreements on obligations specified in clause (a); provided, that the short-term debt obligations of the party agreeing to repurchase are rated at least A-1+ by S&P and P-1 by Moody's; (c) federal funds, certificates of deposit, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days or, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days) of any United States depository institution or trust company incorporated under the laws of the United States or any State thereof or of any United States branch or agency of a foreign commercial bank; provided that the short-term debt obligations of such depository institution or trust company are rated at least A-1+ by S&P and P-1 by Moody's; (d) commercial paper (having original maturities of not more than 30 days) which on the date of acquisition are rated at least A-1+ by S&P and P-1 by Moody's; (e) securities of money market funds rated at least A-1+ by S&P and P-1 by Moody's; and (f) any other investment permitted by each of the Rating Agencies as set forth in writing delivered to the Indenture Trustee; provided, that investments described in clauses (e) and (f) shall be made only so long as making such investments will not require the Issuer to register as an investment company under the Investment Company Act of 1940, as amended. "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. "Pool Balance" means, with respect to the beginning of any calendar month, the sum of the aggregate Loan Values of the Loans at the opening of business on the first day of such calendar month. "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. "Predecessor Note" means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of this 18 Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note. "Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding. "Promissory Note" is defined in Section 9-102(a)(65) of the UCC. "Purchase Amount" means, as of the close of business on the last day of a Collection Period, 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 Liquidated Loan or Defaulted Loan, as of the day immediately prior to such Loan becoming a Liquidated Loan or Defaulted Loan less any Liquidation Proceeds actually received by the Issuer) plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to the APR for such Loan. "Purchase and Sale Agreement" means the Purchase and Sale Agreement, dated as of September 25, 2003, between the Purchaser and the Issuer, as the same may be amended or supplemented from time to time. "Purchased Loan" means a Loan repurchased as of the close of business on the last day of a Collection Period by GE Capital pursuant to the Sale Agreement and repurchased as of such time by CEF Equipment Holding, L.L.C. pursuant to the Purchase and Sale Agreement. "Purchaser" means CEF Equipment Holding, L.L.C., a Delaware limited liability company, in its capacity as the purchaser, and its successors and assigns. "Rating Agency" means each of Fitch, Moody's and S&P. 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) each Rating Agency (other than Moody's) shall have been given prior notice thereof and that each of the Rating Agencies (other than Moody's) shall have notified the Issuer and the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of any Class of the Notes and (ii) Moody's shall have been given at least 10 Business Days' prior notice thereof and shall have not notified the Issuer 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. "Reallocated Principal" means, with respect to any Payment Date, an amount equal to the excess of (a) the Total Principal Payment Amount, over (b) the sum of the Class A Monthly Principal Payable Amount and the Class B Monthly Principal Payable Amount. 19 "Record Date" means, with respect to a Payment Date or Redemption Date, the close of business on the Business Day preceding such Payment Date or Redemption Date, or, if Definitive Notes are issued, the close of business on the last day of the calendar month preceding the month of such Payment Date, whether or not such day is a Business Day, or if Definitive Notes were not outstanding on such date, the date of issuance of the Definitive Notes. "Records" means all documents, books, records and other information (including computer programs, tapes, disks, data processing software and related property and rights) prepared and maintained by the Issuer with respect to the Loans and the Obligors thereunder. "Recoveries" means, with respect to any Liquidated Loan, monies collected in respect thereof, from whatever source (other than from the sale or other disposition of the Equipment), after such Loan became a Liquidated Loan. "Redemption Date" means the Payment Date specified by the Issuer pursuant to Section 10.1 of this Indenture, as applicable. "Redemption Price" means the unpaid principal amount of the Notes redeemed, plus accrued and unpaid interest thereon at the applicable interest rate to but excluding the Redemption Date. "Related Collection Period Loan Value" means, with respect to any Payment Date, an amount equal to the Available Amounts for the related Collection Period. "Related Documents" means the Sale Agreement, the Purchase and Sale Agreement, the Servicing Agreement, the Indenture, the Limited Liability Company Agreement, the CEF Limited Liability Company Agreement, the Variable Funding Certificates, the Administration Agreement, the Note Depository Agreement, the Swap Agreements 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 Loan: (a) any interest (including security 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 Loan (including rights (if any) to receive proceeds on insurance policies covering the Obligors); and (c) all Records relating to such Loan. "Responsible Officer" means, with respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Secretary or Assistant Secretary, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. 20 "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto. "Sale Agreement" means the Sale Agreement, dated as of September 25, 2003, between the Seller and Purchaser, as the same may be amended or supplemented from time to time. "Scheduled Payment" 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 APR; provided that Termination Values shall also constitute Scheduled Payments. "Securities Account" has the meaning assigned thereto in Section 8-501(a) of Article 8 of the UCC. "Securities Exchange Act" means the provisions of the Securities Exchange Act of 1934 15 U.S.C. Sections 78a et seq., as amended, and any regulations promulgated thereunder. "Securities Intermediary" is defined in Section 8-102 of Article 8 of the UCC. "Seller" means General Electric Capital Corporation, a Delaware corporation in its capacity as the seller, its successors and assigns. "Series 2003-1 LLC Supplement" means the Series 2003-1 LLC Supplement dated September 25, 2003, to the Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding L.L.C. "Servicer" means Seller, as the Servicer under the Servicing Agreement, as the case may be, or any other Person designated as a Successor Servicer under such agreement. "Servicer Default" means an event specified in Section 5.1 of the Servicing Agreement. "Servicing Advance" is defined in Annex A to the Servicing Agreement. "Servicing Agreement" means the Servicing Agreement, dated as of September 25, 2003, between the Issuer and the Servicer, as the same may be amended or supplemented from time to time. "Servicing Fee" is defined in Annex A to 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. 21 "Specified Liquidity Account Balance" as of any date means an amount equal to the lesser of (x) $13,193,123 and (y) the Outstanding Principal Balances of the Class A-4 and Class B Notes as of such date. "State" means any one of the 50 states of the United States of America or the District of Columbia. "Successor Servicer" is defined in Section 6.2 of the Servicing Agreement. "Swap Agreements" means the DB Swap Agreement and the GECS Swap Agreement. "Swap Counterparties" means the GECS Swap Counterparty and the DB Swap Counterparty. "Swap Event of Default" means a "Swap Event of Default" or similar term as provided in the applicable Swap Agreement. "Swap Payments Incoming" means on any Payment Date the net amount, if any, then payable by a Swap Counterparty to the Issuer, excluding any Swap Termination Payments. "Swap Payments Outgoing" means on any payment Date the net amount, if any, then payable by the Issuer to the applicable Swap Counterparty, excluding any applicable Swap Termination Payments. "Swap Termination Event" means a "Swap Termination Event" or similar term as provided in the applicable Swap Agreement. "Swap Termination Payment" means any termination payment payable by the Issuer to the applicable Swap Counterparty or by the applicable Swap Counterparty to the Issuer under the applicable Swap Agreement. "Termination Value" means the "Termination Value" (if any) payable by a lessee pursuant to the applicable Loan. "TIA" or the "Trust Indenture Act" means the Trust Indenture Act of 1939, as in force on the date of this Indenture unless otherwise specifically provided. "Total Principal Payment Amount" means, with respect to any Payment Date, the sum of the Class A Monthly Principal Payable Amount plus the Class B Monthly Principal Payable Amount (without giving effect to the Class B Floor) for such Payment Date. "Transfer Date" means the Business Day preceding the twentieth day of each calendar month. "Treasury Regulations" means regulations, including proposed or temporary regulations, promulgated under the Code. References to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations. 22 "Trust Account Property" means the Trust Accounts, all amounts, Financial Assets, Investment Property and other investments or other property held from time to time in or credited to any Trust Account and all Proceeds of the foregoing. "Trust Accounts" has the meaning assigned thereto in Section 8.2(a) of this Indenture. "UCC" means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended from time to time. "Unfunded Loss Amount" means, with respect to any Payment Date, the excess, if any, of (a) the excess, if any, of (i) the Note Balance (prior to giving effect to the payment of principal on the Notes on such Payment Date) over (ii) the lesser of (1) the Total Principal Payment Amount, and (2) (A) the Related Collection Period Loan Value remaining after the payment of amounts owing to the Servicer, the Indenture Trustee, the Administrator and the Swap Counterparties and the payment of all interest due on the Notes on such Payment Date, plus (B) the amount of any capital contribution made pursuant to the Variable Funding Certificates used for the payment of principal in respect of Notes on such Payment Date; over (b) the Pool Balance as of the end of the preceding calendar month. "Unscheduled Principal Payments" means, for any Payment Date, the aggregate amount of unscheduled principal payments on the Loans received during the related Collection Period. "Variable Funding Capital Commitment" as of any date means an amount equal to the lesser of (x) $13,193,123 and (y) the sum of the Outstanding Principal Balances of the Class A-4 and Class B Notes as of such date. "Variable Funding Certificates" means either the Issuer Variable Funding Certificate, the CEF Variable Funding Certificate or both, as applicable. "Variable Funding Certificateholder" means the registered holder of the applicable Variable Funding Certificate. SECTION 1.2. Other Interpretive Matters. All terms defined directly or by incorporation in this Indenture shall have the defined meanings when used in any document delivered pursuant thereto unless otherwise defined therein. For purposes of this Indenture, unless the context otherwise requires: (a) accounting terms not otherwise defined herein and accounting terms 23 partly defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; and unless otherwise provided, references to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance with the fiscal calendar of GECS; (b) unless defined in this Indenture or the context otherwise requires, capitalized terms used in this Indenture which are defined in the UCC shall have the meaning given such term in the UCC; (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 this Indenture as a whole and not to any particular provision of this Indenture; (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Indenture, 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. SECTION 1.3. Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following terms, where used in the TIA, shall have the following meanings for the purposes hereof: "indenture securities" means the Notes. "indenture security holder" means a Noteholder. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Indenture Trustee. "obligor" on the indenture securities means the Issuer. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions. ARTICLE II THE NOTES SECTION 2.1. Form. The Notes shall consist of $101,200,000 principal amount of Class A-1 Notes, $67,600,000 principal amount of Class A-2 Notes, $124,400,000 principal amount of Class A-3 Notes, $53,590,000 principal amount of Class A-4 Notes and $30,156,000 principal amount of Class B Notes and the forms thereof and the Indenture Trustee's certificate of authentication, shall be in substantially the forms set forth in Exhibits A-1 and A-2 respectively, with such appropriate insertions, omissions, substitutions and other variations as are 24 required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits A-1 and A-2 are part of the terms of this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is limited to $376,946,000 of Notes, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.4, 2.5 or 9.5. The Notes shall be issuable only in registered form and only in minimum denominations of at least $1,000; provided that the foregoing shall not restrict or prevent the transfer in accordance with Section 2.4 of any Note having an Outstanding Principal Balance of other than an integral multiple of $1,000, or the issuance of a single Note of each Class, with a denomination less than $1,000. SECTION 2.2. Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (a) Notes bearing the manual or facsimile signature of individuals who were at the time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (b) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (c) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request. SECTION 2.3. Temporary Notes. Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. 25 If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as if they were Definitive Notes. SECTION 2.4. Registration; Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee as the initial "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it is unable to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times, to obtain copies thereof and to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. The Indenture Trustee shall not register the transfer of any Note (other than the transfer of a Note to the nominee of the Clearing Agency) unless the transferee has executed and delivered to the Indenture Trustee a certification to the effect that either (i) the transferee is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA or (b) a plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code (each of the foregoing, a "Benefit Plan"), and is not acting on behalf of or investing the assets of a Benefit Plan, or (ii) the transferee's acquisition and continued holding of the Note will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. Each transferee of a Book-Entry Note shall be deemed to make one of the foregoing representations. (b) Subject to Section 2.4(a), upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(a)(1) of the UCC are met, the Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations of a like aggregate principal amount. At the option of the Noteholder, Notes may be exchanged for other new Notes of the same Class in any authorized denominations of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a)(1) of the UCC are met, the Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall 26 obtain from the Indenture Trustee, the Notes that the Noteholder making the exchange is entitled to receive. The Indenture Trustee shall make a notation on any such new Note of the amount of principal, if any, that has been paid on such Note. (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (d) Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Indenture Trustee duly executed by, the Noteholder thereof or such Noteholder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act. (d) No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee will require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.5. SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. (a) If: (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by the Indenture Trustee and the Issuer to hold the Indenture Trustee and the Issuer, respectively, harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class and principal amount and bearing a number not contemporaneously outstanding; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note (or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence), a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered (or payment made) or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any 27 loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. (b) Upon the issuance of any replacement Note under this Section, the Issuer or the Indenture Trustee may require the payment by such Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. (c) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. (d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. SECTION 2.6. Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary. SECTION 2.7. Payment of Principal and Interest; Defaulted Interest. (a) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class, postage prepaid, to such Person's address as it appears on the Note Register on such Record Date. However, unless Definitive Notes have been issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1) shall be payable as provided in clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance with Section 6.16. (b) (i) The principal of each Note shall be payable in installments on each Payment Date in an amount equal to the Class A Monthly Principal Payable Amount or Class B Monthly Principal Payable Amount, as the case may be, for such Payment Date and otherwise as provided in Section 8.3. 28 (i) Notwithstanding the foregoing, the entire Outstanding Principal Balance shall be due and payable on: (A) the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Noteholders representing not less than a majority of the Outstanding Principal Balance of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2, and (B) if any Notes remain Outstanding, the Maturity Date. (ii) Except as otherwise provided in Section 5.2, no part of the principal of any Note shall be paid prior to the Payment Date on which such principal is due in accordance with the preceding provisions of this Section, except that the Issuer may redeem the Notes in their entirety in accordance with Section 10.1. (iii) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. (iv) All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon all holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof, whether or not such payment is noted on such Note. All payments on the Notes shall be made without any requirement of presentment but each holder of any Note shall be deemed to agree, by its acceptance of the same, to surrender such Note at the Corporate Trust Office against payment of the final installment of principal of such Note. (c) (i) For each Payment Date, the interest due and payable with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the Class B Notes will be the interest that has accrued on the respective Notes since the last Payment Date or, in the case of the first Payment Date, since the Closing Date, at the Class A-1 Interest Rate, Class A-2 Interest Rate, Class A-3 Interest Rate, Class A-4 Interest Rate and the Class B Interest Rate, respectively, applied to the then Outstanding Principal Balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and the Class B Notes, respectively, on the preceding Payment Date subject to Section 3.1. With respect to the Class A Notes and the Class B Notes, the interest will be calculated on the basis of the actual number of days in the applicable Interest Accrual Period and a 360 day year. (ii) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay, in any lawful manner, defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable interest rate from the Payment Date for which such payment is in default. The Issuer shall pay such 29 defaulted interest on a subsequent special payment date declared by the Issuer to the Persons who are Noteholders on a subsequent special record date, which special record date shall be at least five Business Days prior to the special payment date. At least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid. (d) All payments made with respect to any Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and shall be applied first to the interest then due and payable on such Notes and then to the principal thereof. SECTION 2.8. Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. SECTION 2.9. Book-Entry Notes. Each of the Class A Notes and the Class B Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes and the Class B Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner or Class B Note Owner will receive a Definitive Note representing such Note Owner's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the "Definitive Notes") representing the Class A Notes or the Class B Notes have been issued to the applicable Note Owners: (i) the Issuer, the Note Registrar and the Indenture Trustee, and their officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes and the Class B Notes) as the sole Noteholder and shall have no obligations to the Note Owners; (ii) to the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control; (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be 30 limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes and Class B Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); and (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee. SECTION 2.10. Notices to Clearing Agency. Whenever a notice or other communication to the Class A Noteholders or Class B Noteholders is required under this Indenture, unless and until Definitive Notes have been issued to the related Note Owners, the Indenture Trustee shall give all such notices and communications to the Clearing Agency. SECTION 2.11. Definitive Notes. (a) If: (i) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Note Depository Agreement with respect to the Notes, and the Issuer is unable to locate a qualified successor, (ii) circumstances change so that the book-entry system through the Clearing Agency is less advantageous due to economic or administrative burden or the use of the book-entry system becomes unlawful with respect to the Notes and the Issuer notifies the Indenture Trustee in writing that because of the change in circumstances the Issuer is terminating the book-entry system with respect to the Notes or (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Principal Balance of the Notes advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency has undertaken to notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration and transfer instructions from the Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate, the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Issuer, to the extent 31 applicable with respect to such Definitive Notes, and the Issuer shall recognize the holders of the relevant Definitive Notes as Noteholders hereunder. (a) Definitive Notes will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream. SECTION 2.12. Notes owned by the Issuer or its Affiliates. In determining whether the Noteholders of the required Outstanding Principal Balance of the Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or an Affiliate of the Issuer shall be considered as though not Outstanding, except that for the purposes of determining whether the Indenture Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer actually knows are so owned shall be so disregarded. SECTION 2.13. CUSIP Numbers. The Issuer in issuing the Notes may use "CUSIP" numbers (if then generally in use), and, if so, the Indenture Trustee shall indicate the "CUSIP" numbers of the Notes in notices of redemption and related materials as a convenience to Noteholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and related materials. SECTION 2.14. Perfection Representations and Warranties. The parties hereto agree that the representations, warranties and covenants set forth in Schedule 1 shall be a part of this Indenture for all purposes. SECTION 2.15. Notes to Constitute Indebtedness. The parties hereto agree that it is their mutual intent that, for all applicable tax purposes, the Notes will constitute indebtedness. Further, each party hereto and each Noteholder (by accepting and holding a Note) hereby covenants to every other party hereto and to every other Noteholder to treat the Notes as indebtedness for all applicable tax purposes in all tax filings, reports and returns and otherwise, and further covenants that neither it nor any of its Affiliates will take, or participate in the taking of or permit to be taken, any action that is inconsistent with the treatment of the Notes as indebtedness for tax purposes. All successors and assignees of the parties hereto shall be bound by the provisions hereof. SECTION 2.16. Determination of LIBOR. LIBOR ("LIBOR") applicable to the calculation of the Interest Rates for the Class A Notes and the Class B Notes for any Interest Accrual Period shall be determined on each LIBOR Rate Adjustment Date as follows: For any Interest Accrual Period, the rate, as obtained by the Indenture Trustee, one-month United States dollar deposits which appears on the Telerate Screen Page 3750 as of 11:00 A.M., London, England time, on the second LIBOR Business Day prior to the first day of such Interest Accrual Period (a "LIBOR Rate Adjustment Date"). "Telerate Screen Page 3750" means the display designated as page 3750 on the Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks). With respect to a LIBOR Rate Adjustment Date on which no rate appears on Telerate Page 3750, LIBOR for the applicable Interest Accrual Period will be the rate calculated by the 32 Indenture Trustee as the arithmetic mean of at least two quotations obtained by the Indenture Trustee after requesting the principal London offices of each of four major reference banks in the London interbank market, which may include the Indenture Trustee and its affiliates, as selected by the Indenture Trustee, to provide the Indenture Trustee with its offered quotation for deposits in U.S. dollars for a one-month period, commencing on the second London Banking Day immediately following the applicable Interest Accrual Period, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Rate Adjustment Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such quotations are provided, LIBOR determined on the applicable LIBOR Rate Adjustment Date will be the arithmetic mean of the quotations. If fewer than two quotations referred to in clause (a) above are provided, LIBOR determined on the applicable LIBOR Rate Adjustment Date will be the rate calculated by the Indenture Trustee as the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York on the applicable LIBOR Rate Adjustment Date by three major banks, which may include the Indenture Trustee and its affiliates, in New York, selected by the Indenture Trustee for loans in U.S. dollars to leading European banks, having a maturity of one-month and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If the banks so selected by the Indenture Trustee are not quoting as provided above, LIBOR for the applicable LIBOR Rate Adjustment Date will be LIBOR in effect on the applicable LIBOR Rate Adjustment Date. The establishment of LIBOR by the Indenture Trustee on any LIBOR Rate Adjustment Date and the Indenture Trustee's subsequent calculation of the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate and the Class B Interest Rate applicable to the relevant Interest Accrual Period, in the absence of manifest error, shall be final and binding. Promptly following each LIBOR Rate Adjustment Date, the Indenture Trustee shall supply the Issuer with the results of its determination of LIBOR on such date. ARTICLE III COVENANTS SECTION 3.1. Payments. The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture and shall not withdraw funds from the Note Distribution Account except as set forth in Section 8.3. In addition, the Issuer will duly and punctually pay to the applicable Swap Counterparty, any Swap Payments Outgoing and Swap Termination Payments when due in the priorities set forth in Section 8.3 of this Indenture. SECTION 3.2. Maintenance of Office or Agency. (a) The Issuer will maintain at the Corporate Trust Office an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. 33 (b) The chief executive office of the Issuer at which the Issuer maintains its records with respect to the Loans, its interests in the Equipment, and the transactions contemplated hereby, is currently located in Danbury, Connecticut. The Issuer will not change the location of such offices without giving the Indenture Trustee at least 30 days prior written notice thereof. SECTION 3.3. Paying Agent's Obligations. The Issuer will cause each Paying Agent to comply with the obligations of the Paying Agent set forth in Section 6.16. SECTION 3.4. Existence. (a) The Issuer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its organization. (b) The Issuer shall at all times observe and comply in all material respects with (i) all laws applicable to it, and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated hereby. SECTION 3.5. Protection of the Collateral; Further Assurances. The Issuer will from time to time execute and deliver and file, as applicable, all such supplements and amendments hereto and all such writings of further assurance and other writings, and will take such other action necessary or advisable to: (i) more effectively Grant all or any portion of the Collateral; (ii) maintain or preserve the Lien (and the same priority thereof) of this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and perfect the Lien contemplated hereby in favor of the Indenture Trustee in all property included in the Collateral; (iv) enforce or cause the Servicer to enforce any of the Collateral; or (v) preserve and defend against the claims of all Persons and parties, (a) title to the Collateral (including the right to receive all payments due or to become due with respect to the Loans) and the interests in the property included in the Collateral and (b) the rights of the Indenture Trustee and the Noteholders with respect to such Collateral (including the right to receive all payments due or to become due with respect to the Loans) and interests with respect to the property included in the Collateral. SECTION 3.6. Opinions as to the Collateral. (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the Lien created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. 34 (b) On or before April 1 in each calendar year, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as is necessary to maintain the Lien of this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and the execution and filing of any financing statements and continuation statements, that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until April 1 in the following calendar year. SECTION 3.7. Performance of Obligations; Servicing of Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement, Swap Agreements or such other instrument or agreement. (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the "Successor Servicer"), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such 35 duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer's duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer. (e) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee or the Noteholders of at least a majority of the Outstanding Principal Balance, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided, that, no such amendment or waiver shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances. (g) Promptly following a request from the Indenture Trustee to do so and at the Issuer's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement) to the extent and in the manner directed by 36 the Indenture Trustee, including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement. SECTION 3.8. Taxes. The Issuer shall pay all taxes when due and payable or levied against its assets, properties or income, including any property that is part of the Collateral. SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee, on or before March 15 after the end of each fiscal year of the Issuer (commencing with the fiscal year 2004), an Officers' Certificate, substantially in the form of Exhibit B, stating that: (i) a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officers' supervision; and (ii) to the best of such Authorized Officers' knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officers and the nature and status thereof. SECTION 3.10. Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not: (a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Collateral, except as expressly permitted by this Indenture or Section 6.2 of the Sale Agreement; (b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable State law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral; (c) engage in any business or activity other than in connection with, or relating to the financing, purchasing, owning, selling and managing ownership of, the Loans and the interests in the property constituting the Collateral, the issuance of the Notes, and the specific transactions contemplated by the Related Documents and activities incidental thereto; (d) issue, incur, assume, or allow to remain outstanding any indebtedness, or guaranty any indebtedness or otherwise become liable, directly or indirectly for any Indebtedness of any Person, other than the Notes or Swap Agreements, except as contemplated by this Indenture and the other Related Documents; (e) seek dissolution or liquidation in whole or in part or reorganization of its business or affairs; 37 (f) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any Lien (other than the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof or (C) permit the Lien of this Indenture not to constitute a valid first priority (other than with respect to any tax lien, mechanics' lien or other lien not considered a Lien) "security interest" (as such term is defined in Section 1-201 of Article 1 of the UCC) in the Collateral; (g) make any loan or advance to any Affiliate of the Issuer or to any other Person; (h) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty); (i) remove the Managing Member without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal; (j) directly or indirectly: (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security, (iii) set aside or otherwise segregate any amounts for any such purpose or (iv) make payments to or distributions from the Collection Account, in each case, except in accordance with this Indenture and the Related Documents; (k) convey or transfer any of its properties or assets, including those included in the Collateral, to any Person, unless (i) the Person that acquires such property or assets shall: (A) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Noteholders and (B) expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the Notes and (ii) the conditions in clause (l) below have been satisfied; (l) consolidate or merge with or into any other Person or convey or transfer any of its properties or assets, including those included in the Collateral, to any Person unless: (i) such Person shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (ii) such Person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, 38 (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction; (v) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer or any Noteholder; (vi) any action that is necessary to maintain the Lien created by this Indenture and the same priority thereof shall have been taken; and (vii) the Issuer shall have delivered to the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation or merger or such conveyance or transfer, as the case may be, and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act); (m) demand a capital contribution from the Issuer Variable Funding Certificateholder unless requested to do so by the Indenture Trustee pursuant to Section 3.13 of this Indenture; and (n) consent or acquiesce in any transfer, in whole or in part, of any of the rights or obligations, of the holder of a Variable Funding Certificate in respect thereof to any Person unless: (i) the Rating Agency Condition shall have been satisfied with respect to such transfer; and (ii) Noteholders evidencing not less than a majority of the Outstanding Principal Balance of the Notes, by Act of such Noteholders, shall have consented to such transfer. SECTION 3.11. Successor or Transferee. (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(l), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of and have every obligation of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(k), the Issuer will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuer is to be so released. 39 SECTION 3.12. Notice of Events of Default. (a) The Issuer shall give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, each default on the part of the Servicer of its obligations under the Servicing Agreement (and, in the case of a Servicer Default, shall specify in such notice the action, if any, the Issuer is taking with respect to such default) each default on the part of the Purchaser of its obligations under the Purchase and Sale Agreement and the occurrence of each Swap Event of Default and Swap Termination Event. (b) The Issuer shall deliver to the Indenture Trustee, within five days after the Issuer obtains actual knowledge thereof, written notice in the form of an Officers' Certificate of any event that, with the giving of notice or the lapse of time or both, would become an Event of Default under clause (iii) of the definition thereof, its status and what action the Issuer is taking or proposes to take with respect thereto. SECTION 3.13. Capital Contributions and Liquidity Account. (a) Upon request of the Indenture Trustee, (x) on the Business Day preceding each Payment Date with respect to which Available Amounts are insufficient to pay the amounts required to be paid pursuant to clauses (i) through (vii) of Section 8.3(a) prior to an Event of Default and the acceleration of the Notes and (y) following the occurrence of an Event of Default and acceleration of the Notes, to the extent Available Amounts are insufficient to pay amounts required to be paid pursuant to clauses (i) through (vii) of Section 8.3(d), the Issuer shall demand that the Issuer Variable Funding Certificateholder make a capital contribution to the Issuer in an amount equal to the lesser of (i) the amount of such shortfall and (ii) the Outstanding Unfunded Capital Commitment for such Person. The Issuer shall immediately upon receipt thereof deposit in the Note Distribution Account all amounts contributed to the Issuer pursuant to the preceding sentence. In addition, if GECS' (1) short-term debt rating is withdrawn or downgraded below A-1 (or in the absence of a short-term debt rating, its long-term unsecured senior debt rating is withdrawn or downgraded below A+) by S&P or (2)(a) long-term unsecured shelf rating is withdrawn or downgraded by Moody's below Aa3 if GECS has only a long-term Moody's debt rating or (b) long-term unsecured shelf rating or short-term debt rating is withdrawn or downgraded by Moody's below A1 or P-1 respectively if GECS has both a long-term debt rating and a short-term debt rating (or, in either case, such lower ratings as may be permitted by Moody's and S&P) or if either Variable Funding Certificateholder fails to make any requested capital contribution pursuant to its Variable Funding Certificate (a "Liquidity Account Funding Event") the Issuer shall demand the Issuer Variable Funding Certificateholder to contribute to the Issuer the entire amount of the Outstanding Unfunded Capital Commitment. Simultaneously with any of the foregoing demands made by the Issuer, in accordance with Section 4.2 of the Purchase and Sale Agreement, the Issuer shall demand that the Issuer Variable Funding Certificateholder demand from the CEF Variable Funding Certificateholder an equal contribution from the CEF Variable Funding Certificateholder under the CEF Variable Funding Certificate. The Issuer shall immediately upon receipt deposit in the Liquidity Account any amounts contributed to the Issuer pursuant to the preceding sentence. (b) Following the occurrence of a Liquidity Account Funding Event, upon request of the Indenture Trustee, on any Business Day preceding each Payment Date with respect to which Available Amounts are insufficient to pay the amounts required to be paid pursuant to clauses (i) through (vii) of Section 8.3(a) in accordance with the Indenture on such Payment Date prior to 40 an Event of Default and the acceleration of the Notes and clauses (i) through (vii) of Section 8.3(d) at any time after an Event of Default and the acceleration of the Notes, the Issuer shall cause the amount of any such insufficiency, up to the amount then on deposit in the Liquidity Account, to be withdrawn from the Liquidity Account and deposited in the Note Distribution Account on the related Transfer Date. SECTION 3.14. Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. ARTICLE IV SATISFACTION AND DISCHARGE SECTION 4.1. Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect except as to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.2, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7) and the obligations of the Indenture Trustee under Sections 4.2 and 6.4) and (vi) the rights of Noteholders and Swap Counterparties as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when (A) all Notes theretofore authenticated and delivered to Noteholders (other than (x) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (y) Notes in respect of which funds have theretofore been deposited in trust or segregated and held in trust by the Issuer as provided in Section 6.16(i)) have been delivered to the Indenture Trustee for cancellation and (B) the Issuer has paid or caused to be paid or provided for (to the satisfaction of the Person entitled thereto) all other sums due and payable with respect to the Swap Agreements; provided that the Issuer has delivered to the Indenture Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.7, and if funds shall have been deposited with the Indenture Trustee pursuant to Section 4.1(a)(A)(y), the obligations of the Indenture Trustee under Sections 4.2 and 6.17 (in its capacity as Paying Agent) shall survive. (c) The Indenture Trustee shall provide prompt written notice to each Rating Agency of any satisfaction and discharge of this Indenture pursuant to this Article IV. SECTION 4.2. Application of Trust Funds. All funds deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and (a) applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes for the payment or redemption of which such funds have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest or (b) applied by it in 41 accordance with the provisions of this Indenture to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Swap Counterparties any Swap Payments Outgoing or Swap Termination Payments due; but such funds need not be segregated from other funds except to the extent required herein or as required by law. ARTICLE V REMEDIES SECTION 5.1. Events of Default. "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days; (ii) default in the payment of the principal of any Note at the Maturity Date; (iii) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (or for such longer period, not in excess of 90 days, as may be reasonably necessary to remedy such default if the Issuer delivers an Officer's Certificate to the Indenture Trustee to the effect that the Issuer has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default and such default can be remedied in 90 days or less) after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Noteholders of at least 25% of the Outstanding Principal Balance of the Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereunder; or (iv) any Insolvency Event shall occur with respect to the Issuer. SECTION 5.2. Remedies. (a) If an Event of Default should occur and be continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Noteholders, pursuant to Section 5.8 or, in the case of clause (viii) below, at the direction (which 42 direction shall be in writing) of not less than 66-2/3% of the Outstanding Principal Balance of the Notes, the Indenture Trustee shall (subject to Section 6.2(v)), do one or more of the following: (i) declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer, and upon any such declaration the Outstanding Principal Balance, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable; (ii) in the case of an Event of Default described in Section 5.1(i) or (ii), demand the Issuer to pay to the Indenture Trustee, for the benefit of the Noteholders, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable interest rate, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; (iii) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer amounts adjudged due; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral; (v) exercise any remedies of a secured party under the UCC as in effect in the State of New York and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee, the Swap Counterparties and the Noteholders; (vi) subject to Section 5.14, sell the Collateral, or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; (vii) make demand upon the Issuer, by written notice, that the Issuer deliver to the Indenture Trustee all Loan Files (in which event the Issuer covenants to make demand upon the Servicer to so deliver such Loan Files); and (viii) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Servicer or the Purchaser under or in connection with the Servicing Agreement and the Purchase and Sale Agreement, including the right or power to terminate or to take any action to compel or secure performance or observance by the Servicer or the Purchaser of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Servicing Agreement or the Purchase and Sale Agreement, and any right of the Issuer to take such action shall be suspended. 43 (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Noteholders of Notes representing not less than a majority of the Outstanding Principal Balance, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes including any payments payable to each Swap Counterparty under the Swap Agreements and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.9. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto. (c) In case there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee, trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other Person, or in case of any other comparable judicial Proceedings relative to the Issuer, or to the creditors or property of the Issuer, the Indenture Trustee (irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to this Section) shall be entitled and empowered to, and, at the direction (which direction shall be in writing) of the Noteholders pursuant to Section 5.8 by intervention in such proceedings or otherwise: (i) file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; 44 (ii) unless prohibited by applicable law or regulations, vote on behalf of the Noteholders in any election of a trustee, a standby trustee or any Person performing similar functions in any such Proceedings; (iii) collect and receive any amounts or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, the Swap Counterparties and of the Indenture Trustee on their behalf; and (iv) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Swap Counterparties, Indenture Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, assignee, custodian, sequestrator or other similar official in any such Proceeding is hereby authorized by each of such Noteholders or Swap Counterparties to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders or Swap Counterparties, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (e) All rights of action and of asserting claims under this Indenture, or under any of the Notes or Swap Agreements, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the benefit of the Noteholders and Swap Counterparties as provided in this Indenture. (f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders and Swap Counterparties, and it shall not be necessary to make any Noteholder or Swap Counterparty a party to any such Proceedings. SECTION 5.2. [Reserved]. 45 SECTION 5.4. Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, each Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder. SECTION 5.5. Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. SECTION 5.6. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes in Section 2.5(d), no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.7. Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be. SECTION 5.8. Control by Noteholders. (a) Except as otherwise expressly provided in this Indenture, the Noteholders of not less than a majority of the Outstanding Principal Balance of the Notes shall have the right to (i) direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes, (ii) accelerate the Notes pursuant to Section 5.2 after an Event of Default or (iii) exercise any trust or power conferred on the Indenture Trustee; provided, that such direction shall not be in conflict with any rule of law or with this Indenture; provided, further, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might involve it in liability on the part of the Indenture Trustee for which the Indenture Trustee is not indemnified to its satisfaction or might materially adversely affect the rights of any Noteholder(s) not consenting to such action. The Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. 46 (b) No Noteholder shall have any right to institute any Proceeding, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Noteholder(s) of not less than 66-2/3% of the Outstanding Principal Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Noteholder(s) have offered to the Indenture Trustee indemnity reasonably acceptable to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; (v) so long as any of the Notes remain Outstanding, no direction by other Noteholders inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders of 66-2/3% of the Outstanding Principal Balance of the Notes; (vi) 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, the Noteholders representing not less than 66-2/3% of the Outstanding Principal Balance of each Class of Notes that remains Outstanding has consented thereto in writing; provided that the foregoing shall not in anyway limit the Noteholder's rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer; it being understood and intended that no one or more Noteholder(s) shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder(s) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the other Noteholders. Nothing in this Section shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.8 hereof. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Principal Balance of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. 47 SECTION 5.9. Waiver of Past Defaults. Prior to the time a judgment or decree for payment of amounts due has been obtained as described in Section 5.2, the Noteholders of not less than a majority of the Outstanding Principal Balance of the Notes may waive any past Default or Event of Default and its consequences except a Default: (a) in payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of each Noteholder. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. SECTION 5.10. Undertaking for Costs. All parties to this Indenture agree (and each Noteholder by such Noteholder's acceptance thereof shall be deemed to have agreed) that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney's fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to: (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder(s) holding in the aggregate more than 10% of the Outstanding Principal Balance of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date). SECTION 5.11. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. SECTION 5.12. Action on Notes. The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer. Any funds or other property collected by the Indenture Trustee shall be applied in accordance with Section 8.3(d). 48 SECTION 5.13. [Reserved] SECTION 5.14. Sale of Collateral. (a) The power to effect any sale of any portion of the Collateral described pursuant to Section 5.2 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts due under this Indenture have been paid in full. The Indenture Trustee may from time to time, upon directions in accordance with Section 5.8, postpone any public sale by public announcement made at the time and place of such sale. For any public sale of the Collateral, the Indenture Trustee shall have provided each Noteholder with notice of such sale at least two weeks in advance of such sale which notice shall specify the date, time and location of such sale. (b) To the extent permitted by applicable law, the Indenture Trustee shall not in any private sale sell to a third party the Collateral, or any portion thereof unless, (i) the holders of not less than 66-2/3% of the then Outstanding Principal Balance of the Notes consent to or direct the Indenture Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of all amounts due under this Indenture. (c) In connection with a sale of all or any portion of the Collateral: (i) any one or more Noteholders may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder may, in paying the purchase price therefore, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring, without representation, warranty or recourse, any portion of the Collateral in connection with a sale thereof; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds; and 49 (v) the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, other than an Event of Default described in Sections 5.1(i) or (ii), unless the applicable conditions in this Section 5.14 are met and: (A) all the Noteholders direct in writing a sale or liquidation of the Collateral, (B)(i) the Indenture Trustee determines, based on a certification of the Issuer, that the anticipated proceeds of such sale or liquidation (after deducting the reasonable expenses of such sale or liquidation), based on a certificate of the Issuer, would be sufficient to discharge in full all amounts due and unpaid upon such Notes and other amounts payable pursuant to Sections 8.3(d) and (ii) the Noteholders acting unanimously do not direct in writing the Indenture Trustee to the contrary within fifteen days of receipt of notice of such determination by the Indenture Trustee or (C) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Noteholders of 66-2/3% of the Outstanding Principal Balance of the Notes. In determining whether to sell or hold the Collateral, the Indenture Trustee may obtain and rely upon an opinion of any Independent investment banking or accounting firm of national reputation in the United States as to the feasibility of such proposed action and as to the sufficiency of the Collateral to discharge in full all amounts then due and unpaid upon the Notes for principal and interest. (d) The method, manner, time, place and terms of any sale of all or any portion of the Collateral shall be commercially reasonable. (e) The provisions of this Section shall not be construed to restrict the ability of the Indenture Trustee to exercise any rights and powers against the Issuer or the Collateral that are vested in the Indenture Trustee by this Indenture, including, without limitation, the power of the Indenture Trustee to proceed against the collateral subject to the lien of this Indenture and to institute judicial proceedings for the collection of any deficiency remaining thereafter. (f) The purchase price received by the Indenture Trustee in respect of any sale made in accordance with this Section shall be deemed conclusive and binding on the parties hereto and the Noteholders and the proceeds of such sale shall be applied in accordance with Section 8.3(d). ARTICLE II THE INDENTURE TRUSTEE SECTION 6.1. Duties of the Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default actually known to a Responsible Officer: 50 (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to this Indenture; (iv) the Indenture Trustee shall not be charged with knowledge of an Event of Default or Servicer Default unless a Responsible Officer obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Issuer or Note Owners owning Notes aggregating not less than 10% of the Outstanding Principal Balance of the Notes; and (v) the Indenture Trustee shall have no duty to monitor the performance of the Issuer or its agents, nor shall it have any liability in connection with malfeasance or nonfeasance by the Issuer. The Indenture Trustee shall have no liability in connection with compliance of the Issuer or its agents with statutory or regulatory requirements related to the Loans. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to the Loans or the validity or sufficiency of any assignment of the Loans to the Collateral or the Indenture Trustee. (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g) of this Section 6.1. (e) The Indenture Trustee shall not be liable for interest on any amounts received by it except as the Indenture Trustee may agree in writing with the Issuer. 51 (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it. (g) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to this Section and the TIA. (h) The Indenture Trustee: (i) shall at all times be a "participant" (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve System; (ii) shall, to the extent that any of the Trust Accounts is a Securities Account, comply with all of the obligations of a Securities Intermediary under Article 8 of the UCC with respect thereto; and (iii) agrees that each item of property including cash received by it for deposit in or credit to a Trust Account, and each investment made by it pursuant to Section 8.5 shall constitute and be treated by it as a Financial Asset. (i) No person other than the Indenture Trustee as provided herein and the Custodian as approved in the Custody and Control Agreement, shall have "control" (as such term is defined in Section 8-106 of Article 8 of the UCC and Section 9-401 of Article 9 of the UCC) of any of the Trust Accounts. SECTION 6.2. Rights of Indenture Trustee. (a) Subject to the provisions of Section 6.1: (i) the Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties (and the Indenture Trustee need not investigate any fact or matter stated in the document); (ii) any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order; (iii) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate; 52 (iv) the Indenture Trustee may consult with counsel as to legal matters and the advice or opinion of any such counsel selected by the Indenture Trustee with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (v) the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (vi) the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness, or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney; (vii) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder; (viii) the Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee's conduct does not constitute willful misconduct, negligence or bad faith; (ix) the Indenture Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; (x) the Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer; (xi) the permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful default; and (xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the 53 Indenture Trustee pursuant to this Article VI shall also be afforded to such Paying Agent or Note Registrar. (b) The recitals contained herein and in the Notes, except the Indenture Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except to the extent provided by the Indenture Trustee's certificate of authentication on the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of the proceeds of the Notes. SECTION 6.3. Individual Rights of the Indenture Trustee. The Indenture Trustee shall not, in its individual capacity, but may in a fiduciary capacity, become the owner of Notes or otherwise extend credit to the Issuer. The Indenture Trustee may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not the Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.13. SECTION 6.4. Funds Held in Trust. Funds and investments and other property held by the Indenture Trustee shall be segregated and held in one or more Trust Accounts held with the Indenture Trustee hereunder. SECTION 6.5. Notice of Defaults. If a Default occurs and is continuing and is actually known to a Responsible Officer, the Indenture Trustee shall mail to each Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders. SECTION 6.6. [Reserved] SECTION 6.7. Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services hereunder as the Issuer and the Indenture Trustee may agree in writing (which compensation shall not be limited by any law on compensation of a trustee of an express trust). The Issuer shall reimburse the Indenture Trustee upon its request, for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents and hold them harmless against any and all loss, liability or expense (including attorneys' fees and disbursements) incurred by them in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of their duties hereunder. The Indenture Trustee shall notify the Issuer with a copy to the Servicer, promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the 54 Issuer of its obligations hereunder. The Issuer shall defend the claim and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Issuer's payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv), the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or similar law. SECTION 6.8. Resignation and Removal; Appointment of Successor. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by so notifying the Issuer in writing. The Noteholders of not less than 66-2/3% of the Outstanding Principal Balance of the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) the Indenture Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or (iv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed by the Issuer or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of not less than a majority of the Outstanding Principal Balance of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. 55 If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Trustee. SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee. The Indenture Trustee shall provide the Rating Agencies and the Issuer prior written notice of any such transaction; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11. In case at the time such successor(s) by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates of authentication shall have the full force and effect to the same extent given to the certificate of authentication of the Indenture Trustee anywhere in the Notes or in this Indenture. SECTION 6.10. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Person(s) to act as co-trustee(s), or separate trustee(s) for the benefit of the Noteholders, and to vest in such Person(s), in such capacity all rights hereunder with respect to the Collateral, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent 56 that under any law of any jurisdiction in which any particular act(s) are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of rights with respect to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove, in its sole discretion, any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. (e) The Indenture Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Collateral may be located. SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a) and Section 26(a)(1) of the Investment Company Act of 1940, as amended. There shall at all times be an Indenture Trustee hereunder which shall (a) be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers; (b) have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition; (c) be subject to supervision or examination by federal or state authority; and (d) at the time of appointment, shall have a long term senior, unsecured debt rating of "Baa3" or better by Moody's (or, if not rated by Moody's, a comparable rating by another statistical rating agency). The Indenture Trustee shall comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9); 57 provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture(s) under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. This Indenture shall always have a Trustee who satisfies the requirements of Section 310(a)(1) of the TIA. The Trustee is subject to the provisions of Section 310(b) of the TIA regarding disqualification of a trustee upon acquiring any conflicting interest. If a default occurs under this Indenture, and the Indenture Trustee is deemed to have a conflicting interest as a result of acting as trustee for both the Class A Notes and the Class B Notes, a successor Indenture Trustee shall be appointed for one or both of such Classes, so that there will be separate Indenture Trustees for the Class A Notes and the Class B Notes. No such event shall alter the voting rights of the Class A Noteholders or Class B Noteholders under this Indenture or any other Related Document. However, so long as any amounts remain unpaid with respect to the Class A Notes, only the Indenture Trustee for the Class A Noteholders will have the right to exercise remedies under this Indenture (but subject to the express provisions of Section 5.2 and to the right of the Class B Noteholders to receive their share of any proceeds of enforcement). Upon repayment of the Class A Notes in full, all rights to exercise remedies under this Indenture will transfer to the Indenture Trustee for the Class B Notes. In the case of the appointment hereunder of a successor Indenture Trustee with respect to any Class of Notes, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto wherein the successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of the Class to which the appointment of such successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of each Class as to which the retiring Indenture Trustee is not retiring shall continue to be vested in the retiring Indenture Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Indenture Trustee shall become effective to the extent provided therein. 58 SECTION 6.12. Acceptance by Indenture Trustee. The Indenture Trustee hereby acknowledges the grant of a Lien on the Collateral and the receipt of a Lien on the assets constituting the Collateral granted by the Issuer hereunder and declares that the Indenture Trustee, through a custodian, will hold such Lien on the Collateral granted by the Issuer in trust, for the use and benefit of all Noteholders subject to the terms and provisions hereof. SECTION 6.13. Preferential Collection of Claims Against the Issuer. The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. SECTION 6.14. Reports by Indenture Trustee to Noteholders. To the extent required by the TIA, within 60 days after each October 20 (beginning in 2004), following the date of this Indenture, the Indenture Trustee shall mail to the Noteholders a brief report dated as of such reporting date that complies with TIA Section 313(a), if such a report is required pursuant to TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). The Indenture Trustee shall also transmit by mail all reports as required by TIA Section 313(c). A copy of each such report required under TIA Section 313 shall, at the time of such transmission to Noteholders be filed with the Commission and with each stock exchange or other market system on which the Notes are listed. The Issuer shall notify the Indenture Trustee in writing if the Notes become listed on any stock exchange or market trading system. SECTION 6.15. Representations and Warranties. The Indenture Trustee hereby represents that: (a) the Indenture Trustee is duly organized and validly existing as a New York banking corporation in good standing under the laws of New York with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted; (b) the Indenture Trustee has the power and authority to execute and deliver this Indenture and to carry out its terms; and the execution, delivery and performance of this Indenture have been duly authorized by the Indenture Trustee by all necessary corporate action; (c) the consummation of the transactions contemplated by this Indenture and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the articles of incorporation or bylaws of the Indenture Trustee or to the best of the Indenture Trustee's knowledge, any material agreement or other instrument to which the Indenture Trustee is a party or by which it is bound; and (d) to the best of the Indenture Trustee's knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties: (i) asserting the invalidity of this Indenture, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or 59 (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, this Indenture. SECTION 6.16. The Paying Agent. The Issuer hereby appoints the Indenture Trustee as the initial Paying Agent. All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 8.3(b), (c) or (d) or from the Collection Account pursuant to Section 8.3(a) shall be made on behalf of the Issuer by the Paying Agent. The Paying Agent hereby agrees that subject to the provisions of this Section, it shall: (i) hold any sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee any sums so held in trust by such Paying Agent; (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee any sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent; and (v) comply with all requirements of the Code and any applicable State law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order, direct any Paying Agent to pay to the Indenture Trustee any sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such sums. Subject to applicable laws with respect to escheat of funds, any amounts held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the related Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of 60 the Indenture Trustee or such Paying Agent with respect to such trust funds shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such funds remain unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such funds then remaining will be repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in amounts due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Noteholder). Each Paying Agent (other than the initial Paying Agent) shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment, a depository institution or trust company, including the Indenture Trustee, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated "A-1+" by S&P or "Prime-1" by Moody's (or its equivalent). SECTION 6.17. Repayment of Amounts Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all funds then held by any Paying Agent other than the Indenture Trustee under this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 4.1, and thereupon such Paying Agent shall be released from all further liability with respect to such funds. SECTION 6.18. Provisions of Swap Agreements. The Issuer has entered into the Swap Agreements with each of the Swap Counterparties, in a form satisfactory to the Rating Agencies. The Issuer may, from time to time, enter into one or more replacement Swap Agreements in the event that any Swap Agreement is terminated prior to its scheduled expiration pursuant to a Swap Event of Default or a Swap Termination Event. Upon the occurrence of (i) any Swap Event of Default arising from any action taken, or failure to act, by a Swap Counterparty, or (ii) any Swap Termination Event (except as described in the following sentence) with respect to which the Swap Counterparty is an Affected Party (as defined in the applicable Swap Agreement), the Indenture Trustee may and will, at the direction 61 of the holders of at least 51% of the Outstanding Principal Balance of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and Class B Notes, acting together as a single Class, direct the Issuer to designate an Early Termination Date (as defined in the applicable Swap Agreement) with respect to the applicable Swap Agreement and the Issuer shall upon such direction designate an Early Termination Date. If a Swap Termination Event occurs (i) as a result of the insolvency or bankruptcy of the Issuer or any Swap Counterparty or (ii) because the Issuer or any Swap Counterparty becomes subject to registration as an "investment company" under the Investment Company Act of 1940, the Indenture Trustee will direct the Issuer to designate an Early Termination Date and the Issuer shall upon such direction designate an Early Termination Date pursuant to the related Swap Agreement. No Swap Counterparty shall have any voting rights or rights to exercise any remedies under this Indenture until after the Outstanding Principal Balance of the Notes has been reduced to zero and the Noteholders have been paid all mounts owed to them under this Indenture. After the Outstanding Principal Balance of the Notes has been reduced to zero and the Noteholders have been paid all amount owed to them under this Indenture, each Swap Counterparty shall have all of the rights and obligations, including all voting rights, of the Noteholders set forth in this Indenture. Such voting rights shall be exercisable at any time by each Swap Counterparty based upon the relative notional amount outstanding under each Swap Agreement at such time. ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Indenture Trustee: (a) not more than five days after the earlier of: (i) each Record Date and (ii) three months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished. SECTION 7.2. Preservation of Information; Communications to Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished. (b) Three or more Noteholders, or one or more Noteholder(s) evidencing at least 25% of the Outstanding Principal Balance of the Notes, may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c). 62 SECTION 7.3. Reports by Issuer. (a) The Issuer shall: (i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act or, if the Issuer is not required to file with the Commission information, documents or reports pursuant to either Section 13 or Section 15(d) of the Securities Exchange Act, then the Issuer will file with the Indenture Trustee and with the Commission, in accordance with rules and regulations prescribed by the Commission, such of the supplementary and period information, documents and reports required pursuant to securities exchange as may be prescribed in such rules and regulations; (ii) file with the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture (with a copy of any such filings being delivered promptly to the Indenture Trustee); and supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) as may be required by the rules and regulations prescribed from time to time by the Commission. Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year. SECTION 7.4. De-Listing of Definitive Notes. If as of the beginning of any fiscal year for the Issuer (other than fiscal year 2003), the Definitive Notes are held (directly or, in the case of Book Entry Notes held through the Clearing Agency) by less than 300 Noteholders and/or Clearing Agency participants having accounts with the Clearing Agency, the Issuer shall, in accordance with the Exchange Act and the rules and regulations promulgated thereunder, timely file a Form 15 with respect to the Issuer suspending all reporting requirements under the Securities Exchange Act. ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES SECTION 8.1. Collection of Amounts Due. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all sums and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such amounts received by it as provided in this Indenture. Amounts properly withdrawn by the Issuer pursuant to Section 8.3 of this Indenture shall be deemed released from the Collateral and the security interest therein granted to the Indenture 63 Trustee, and the Issuer shall in no event thereafter be required to refund any such withdrawn amounts. To the extent there are uninvested amounts deposited in any of the Trust Accounts (as defined below), the Issuer shall invest all such amounts in Permitted Investments selected by the Issuer that mature no later than the immediately succeeding Transfer Date preceding the following Payment Date. SECTION 8.2. Trust Accounts. (a) On or prior to the Closing Date, the Issuer covenants to have established and shall thereafter maintain the following accounts with the Indenture Trustee (the "Trust Accounts"), which accounts shall be Eligible Deposit Accounts: (i) Collection Account; (ii) Note Distribution Account; and (iii) Liquidity Account. (b) If any Trust Account is a Securities Account, such Trust Account will be maintained in accordance with the Custody and Control Agreement. (c) If any Trust Account is a Deposit Account: (i) If, at any time, any such Trust Account ceases to be an Eligible Deposit Account, the Issuer shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments held in the no-longer Eligible Deposit Account to such new Trust Account; and (ii) the Issuer and Indenture Trustee agree, as security for the Issuer's obligations under this Indenture, that: (A) any Trust Account Property that constitutes, or is held through or in, a Deposit Account shall be, or shall be held through or in, an Eligible Deposit Account continuously identified in the deposit bank's books and records as subject to a security interest of the Indenture Trustee and, except as maybe expressly provided herein to the contrary, in order to perfect the security interest of the Indenture Trustee in accordance with Section 9.104 of the UCC, the Indenture Trustee shall have the power to direct disposition of the funds in such Deposit Account without further consent by the Issuer; provided, however, that prior to delivery by the Indenture Trustee to the Issuer of notice otherwise, the Issuer shall have the right to direct the disposition of funds in such Deposit Account; provided, further that the Indenture Trustee agrees that it will not deliver such notice or exercise its power to direct disposition of the funds in such Deposit Account until an Event of Default has occurred; and (B) all Permitted Investments and other investments shall be held by the Custodian in accordance with the Custody and Control Agreement and shall be subject to the Indenture Trustee's security interest in such Trust Property. 64 SECTION 8.3. Priority of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the Notes, from Available Amounts and other amounts on deposit in the Collection Account, payments shall be made in the following order of priority: (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture for the related Collection Period, provided that, except after the occurrence and during the continuance of an Event of Default, the aggregate amounts payable other than in respect of fees shall not exceed $75,000 during any calendar year; (ii) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods in accordance with the Administration Agreement; (iii) to the applicable Swap Counterparty any Swap Payments Outgoing in accordance with the applicable Swap Agreement; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the applicable Swap Counterparty: (1) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class A Notes; and (2) to the applicable Swap Counterparty, any Swap Termination Payments payable to the applicable Swap Counterparty upon the termination of the applicable Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such Payment Date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment remaining unpaid; (v) to the Note Distribution Account, the Monthly Interest Amount Payable on the Class B Notes; (vi) to the Note Distribution Account, the Class A Monthly Principal Payable Amount; (vii) to the Note Distribution Account, the Class B Monthly Principal Payable Amount; (viii) to the Note Distribution Account, any Reallocated Principal; (ix) to the Note Distribution Account, 50% of the Excess Spread Amount, if any; and 65 (x) to the Liquidity Account the amount, if any, necessary to cause the balance on deposit in the Liquidity Account to equal the Specified Liquidity Account Balance; (xi) to the Indenture Trustee, any amounts payable to the Indenture Trustee pursuant to Section 6.7 of the Indenture to the extent not previously reimbursed; and (xii) to the Issuer, the remaining balance, if any. (b) On each Payment Date prior to an Event of Default and acceleration of the Notes, funds on deposit in the Note Distribution Account shall be paid in the following order of priority: (i) to the Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders, and the Class A-4 Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, and Class A-4 Notes for the Interest Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest Accrual Periods for which no payment was previously made; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be allocable to the Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes pro rata based upon the aggregate amount of interest due to each class; (ii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect of the Class B Notes; provided, that if the Available Amounts remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining Available Amounts shall be paid to the Holders of Class B Notes pro rata based on their respective entitlement pursuant to this clause; (iii) to the Class A-1 Noteholders, the Class A Monthly Principal Payable Amount; (iv) to the Class B Noteholders, the Class B Monthly Principal Payable Amount; and (v) to the Class A-1 Noteholders, the Reallocated Principal and 50% of the Excess Spread Amount, if any, until the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero. (c) On any Payment Date prior to an Event of Default and acceleration of the Notes after the Outstanding Principal Balance of the Class A-1 Notes has been reduced to zero, notwithstanding clauses (iii) through (v) of Section 8.3(b), payments in respect of principal on the Notes will be paid by transferring funds on deposit in the Note Distribution Account in the following order of priority: 66 (A) To the Class A Noteholders, the Class A Monthly Principal Payable Amount in the following order of priority: (i) to the Class A-2 Noteholders, until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (ii) to the Class A-3 Noteholders, until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; and (iii) to the Class A-4 Noteholders, until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero. (B) To the Class B Noteholders, the Class B Monthly Principal Payable Amount; (C) Any Reallocated Principal will be paid in the following order of priority: (i) to the Class A-2 Noteholders until the Outstanding Principal Balance of the Class A-2 Notes have been reduced to zero; (ii) to the Class A-3 Noteholders until the Outstanding Principal Balance of the Class A-3 Notes have been reduced to zero; and (iii) to the Class A-4 Noteholders until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero. (D) 50% of the Excess Spread Amount will be paid in the following order of priority: (i) to the Class A-2 Noteholders until the Outstanding Principal Balance of the Class A-2 Notes has been reduced to zero; (ii) to the Class A-3 Noteholders until the Outstanding Principal Balance of the Class A-3 Notes has been reduced to zero; (iii) to the Class A-4 Noteholders until the Outstanding Principal Balance of the Class A-4 Notes has been reduced to zero; and (iv) to the Class B Noteholders. (d) Following an Event of Default and acceleration of the Notes, after the payment to the Servicer of any accrued and unpaid servicing fees and reimbursement of any Servicing Advances, any capital contributions made to the Issuer under the Issuer Variable Funding Certificate and Available Amounts will be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of the entire amount due on account of principal or interest, upon presentation of the Notes and surrender thereof: 67 (i) to pay the Indenture Trustee, for all amounts due under Section 6.7; (ii) to pay the Administrator, all accrued and unpaid Administration Fees; (iii) to pay the applicable Swap Counterparty any Swap Payments Outgoing; (iv) to pay with the same priority and ratably in proportion to the Outstanding Principal Balance of the Class A Notes and the amount of any Swap Termination Payment due and payable by the Issuer to the applicable Swap Counterparty: (A) the Monthly Interest Amount Payable on each class of Class A Notes during the prior Interest Accrual Period, plus any amount of interest on the Class A Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount); and (B) any Swap Termination Payments payable to the applicable Swap Counterparty due under the applicable Swap Agreement; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Class A Notes as of such payment date, such amounts will be applied to pay the portion, if any, of any Swap Termination Payment remaining unpaid; (v) to the Class A Noteholders pro rata in respect of principal until the Class A Noteholders are paid in full; and (vi) to pay the Monthly Interest Amount Payable on the Class B Notes during the prior interest period, plus any amount of interest on the Class B Notes that was not paid when due (and, to the extent permitted by law, any interest on that unpaid amount) (vii) to the Class B Noteholders in respect of principal until the Class B Noteholders are paid in full; (viii) to the Issuer the remaining balance, if any. (e) The Indenture Trustee may fix a special record date and special payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such special record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special record date, the special payment date and the amount to be paid. (f) All Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the 68 actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section 8.3. (g) All Class B Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be made pro rata among all Outstanding Class B Notes, without preference or priority of any kind. SECTION 8.4. Reports. On each Determination Date, the Issuer shall, or shall cause the Servicer to, provide to the Indenture Trustee (with a copy to the Rating Agencies), for the Indenture Trustee to forward to each Noteholder of record, a statement substantially in the form of Exhibit C setting forth at least the following information as to each Class of the Notes to the extent applicable: (i) the Class A Monthly Principal Payable Amount and the Class B Monthly Principal Payable Amount; (ii) the Monthly Interest Amount Payable for each Class of Notes; (iii) the Pool Balance as of the opening of business on the first day of the Collection Period in which such Determination Date occurs; (iv) the aggregate Outstanding Principal Balance and the Note Pool Factor for each Class of Notes after giving effect to payments allocated to principal reported under clause (i) above; (v) the amount of the Servicing Fee paid to the Servicer with respect to the preceding Collection Period; (vi) the amount of the Administration Fee paid to the Administrator in respect of the preceding Collection Period; (vii) the aggregate outstanding principal balance of any Loans that become Liquidated Loans for such Collection Period; (viii) the portion of the outstanding principal balance written off in respect of Loans that became Defaulted Loans; and (ix) the aggregate Purchase Amounts for Loans, if any, that were repurchased or purchased in such Collection Period. Each amount set forth pursuant to clauses (i), (ii), (iii), (v) and (vi) shall be expressed as a dollar amount per $1,000 of original principal balance of such Note. In addition, the Issuer shall, or shall cause, a copy of (i) the Servicer's certificate referred to in Section 2.7, (ii) the Officer's Certificate referred to in Section 2.8(a) or 2.8(b) and (iii) the 69 report of certified public accountants referred to in Section 2.9, in each case, of the Servicing Agreement to be sent to the Rating Agencies and the Indenture Trustee. A copy of such Servicer's certificate, such Officer's Certificate and such report may be obtained by any Noteholder by a request in writing to the Issuer addressed to the Corporate Trust Office. SECTION 8.5. General Provisions Regarding Accounts. (a) Funds on deposit in the Trust Accounts shall be invested or reinvested by the Issuer in Permitted Investments selected by the Issuer. All Investment Earnings on funds on deposit in the Trust Accounts shall be deemed to constitute a portion of the Available Amounts. Other than as permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall be invested in Permitted Investments that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit in Trust Accounts may be invested in Permitted Investments of the entity serving as Indenture Trustee that may mature so that such funds will be available on the date prior to the Payment Date. Funds deposited in a Trust Account on the Transfer Date that precedes a Payment Date upon the maturity of any Permitted Investments are not required to be invested overnight. (b) The Issuer shall ensure that, in connection with any investment of any funds or any sale of any investment held in any of the Trust Accounts, the Lien granted to the Indenture Trustee and perfected in such Trust Account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver or cause to be delivered to the Indenture Trustee an Opinion of Counsel to such effect. (c) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee's failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any Permitted Investment prior to its stated maturity. (d) (i) If a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, (ii) if the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Collateral are being applied in accordance with Section 8.3(d) as if there had not been such a declaration; then the Issuer shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the Permitted Investments identified in clause (d) of the definition of Permitted Investments. SECTION 8.6. Release of Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with this Indenture. No party relying upon an instrument executed by the Indenture Trustee as 70 provided in this Article shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7 have been paid, release any remaining portion of the Collateral that secured the Notes and Swap Agreements from the Lien of this Indenture. (c) The Indenture Trustee shall release property from the Lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request requesting such release accompanied by an Officers' Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1. SECTION 8.7. Opinion of Counsel. The Indenture Trustee shall receive at least seven days' notice when requested by the Issuer to take any action pursuant to Section 8.6(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action. ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.1. Supplemental Indentures Without Consent of Noteholders and Swap Counterparties. Without the consent of the Noteholders and Swap Counterparties but with prior written notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee a Lien on any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property; (b) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (c) to add to the covenants of the Issuer, for the benefit of the Noteholders and the Swap Counterparties, or to surrender any right or power herein conferred upon the Issuer; 71 (d) to mortgage or pledge any property to or with the Indenture Trustee; (e) to replace the Variable Funding Certificates with another form of credit enhancement; provided, the Rating Agency Condition is satisfied; (f) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially adversely affect the interests of the Noteholders or the Swap Counterparties; (g) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. SECTION 9.2. Supplemental Indentures With Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with prior written notice to the Rating Agencies and with the consent of the Noteholders evidencing not less than a majority of the Outstanding Principal Balance of the Notes, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of a Swap Counterparty, without the consent of such Swap Counterparty affected thereby; and, provided further, that no such supplemental indenture shall, as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of a Noteholder, without the consent of such Noteholder affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to the payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the 72 enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (b) reduce the percentage of the Outstanding Principal Balance, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of "Outstanding"; (d) reduce the percentage of the Outstanding Principal Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.2; (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Related Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (g) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the security provided by the Lien of this Indenture. It shall not be necessary for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Indenture or in any other Related Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may provide. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. SECTION 9.3. Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and, subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, 73 an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise. SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes and Swap Agreements affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer, the Swap Counterparties and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 9.5. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. SECTION 9.6. Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA. ARTICLE X REDEMPTION OF NOTES SECTION 10.1. Redemption. The Notes are subject to redemption in whole, but not in part, on or after any Payment Date on which the aggregate Pool Balance (calculated as of the end of the related Collection Period) first becomes less than 10% of the Pool Balance as of the Cut-off Date and for a purchase price equal to the Redemption Price; provided, however, that the Issuer has available funds sufficient to pay the Redemption Price following the exercise by the Purchaser of the clean up call set forth in Section 6.1 of the Purchase and Sale Agreement. The Issuer shall furnish the Rating Agencies notice of such redemption. If such Notes are to be redeemed pursuant to this Section, the Issuer shall furnish notice of such election to the Indenture Trustee not later than 25 days prior to the Redemption Date and the Issuer shall deposit in the Note Distribution Account the Redemption Price of the Notes to be redeemed. SECTION 10.2. Form of Redemption Notice. Notice of redemption under Section 10.1 shall be given by the Issuer by first-class mail, postage prepaid, mailed not less than five days prior to the applicable Redemption Date to each Noteholder, as of the close of business on the 74 Record Date preceding the applicable Redemption Date, at such Noteholder's address appearing in the Note Register. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.2); and (iv) the CUSIP numbers of the Notes being redeemed. Failure to give notice of redemption, or any defect therein, to any Noteholder shall not impair or affect the validity of the redemption of any other Note. SECTION 10.3. Notes Payable on Redemption Date. The Notes or portions thereof to be redeemed shall, following notice of redemption pursuant to this Article, become due and payable on the Redemption Date at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. ARTICLE XI MISCELLANEOUS SECTION 11.1. Compliance Certificates and Opinions, etc. (a) Upon any written application or request (or oral application with prompt written or telecopied confirmation) by the Issuer to the Indenture Trustee to take any action under this Indenture, other than any request that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer's assignee specified in such request, the Issuer shall furnish to the Indenture Trustee: (1) an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (3) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (w) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; 75 (x) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (y) a statement that, in the opinion of each such signatory, such signatory has made (or has caused to be made) such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (z) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (b) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officers' Certificate described in clause (i), the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the Collateral or other property or securities to be so deposited and of all other such Collateral or other property or securities released from the Lien of this Indenture since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates required by clause (i) and this clause (ii), equals 10% or more of the Outstanding Principal Balance of the Notes, but such certificate need not be furnished with respect to any Collateral or other property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Officers' Certificate is less than $1,000,000 or less than one percent of the then Outstanding Principal Balance of the Notes. (iii) Other than with respect to property as contemplated by clause (v), whenever any Collateral or other property or securities are to be released from the Lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officers' Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the Collateral or other property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an Officers' Certificate described in clause (iii), the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of the Collateral or other property or securities and of all other such Collateral or other property, other than property as contemplated by 76 clause (v), or securities released from the Lien of this Indenture since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates required by clause (iii) and this clause (iv), equals 10% or more of the Outstanding Principal Balance of the Notes, but such certificate need not be furnished in the case of any release of Collateral or other property or securities if the fair value thereof to the Issuer as set forth in the related Officers' Certificate is less than $1,000,000 or less than one percent of the then Outstanding Principal Balance of the Notes. (v) Notwithstanding Section 2.9 or any other provision of this Section, the Issuer may, without compliance with the requirements of the other provisions of this Section: (A) collect, liquidate, sell or otherwise dispose of Loans and Equipment as and to the extent permitted or required by the Related Documents and (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Related Documents so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing March 15, 2004, an Officers' Certificate of the Issuer stating that all such dispositions of Collateral that occurred since the execution of the previous such Officers' Certificate (or for the first such Officers' Certificate, since the Closing Date) were in the ordinary course of the Issuer's business and that the proceeds thereof were applied in accordance with the Related Documents. SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to the matters upon which his certificate or opinion is based is/are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Seller, the Servicer, the Purchaser, the Issuer or the Administrator, Managing Member, stating that the information with respect to such factual matters is in the possession of the Seller, the Servicer, the Purchaser, the Issuer or the Administrator, Managing Member, as applicable, unless such Authorized Officer or counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters is/are erroneous. Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel's opinion and shall include a statement to the effect that such counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel. 77 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Where any Person is required or permitted to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application, certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI. SECTION 11.3. Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instrument(s) of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument(s) are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument(s). Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. At any time the Notes of any Class are maintained on Book-Entry Notes, any reference in this Indenture to an Act of Noteholders or a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Balance of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding Principal Balance of the Notes or Class, as the case may be. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. 78 (d) Any request, demand, authorization, direction, notice, consent, waiver or Act by the Noteholder shall bind every Noteholder issued upon the registration of the related Note, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (e) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably appoints the Indenture Trustee hereunder as the special attorney-in-fact for such Noteholder vested with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder and the revisions pursuant hereto for the benefit of such Noteholder; provided that nothing contained in this Section shall be deemed to confer upon the Indenture Trustee any duty or power to vote on behalf of the Noteholders with respect to any matter on which the Noteholders have a right to vote pursuant to the terms of this Indenture. SECTION 11.4. Notices, etc., to the Indenture Trustee, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders, or other documents provided or permitted by this Indenture, shall be in writing and, if such request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed with: (a) the Indenture Trustee by any Noteholder or by the Issuer, shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or (b) the Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer addressed to: GE Commercial Equipment Financing LLC, Series 2003-1, in care of General Electric Capital Corporation, 44 Old Ridgebury Road, Danbury, CT 06810, Attention: Capital Markets Operations, and to GECC, as Administrator, 44 Old Ridgebury Road, Danbury, CT 06810, Attention: General Counsel, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee. Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Trustee shall be in writing, personally delivered or mailed by certified mail, return receipt requested, to their respective addresses set forth in Section 8.1 of the Servicing Agreement. SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event or the mailing of any report to Noteholders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid or certified mail return receipt requested, or sent by private courier or confirmed telecopy to each Noteholder affected by such event or to whom such report is required to be mailed, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of such report. In any case where notice or report to Noteholders is given by mail, neither the failure to mail such notice or report nor any defect in any notice or report so mailed to any particular Noteholder shall affect the sufficiency of such notice or report with respect to other Noteholders, 79 and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to mail or send notice to Noteholders, in accordance with Section 11.5, of any event or any report to Noteholders when such notice or report is required to be delivered pursuant to any provision of this Indenture, then such notification or delivery as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default. SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Noteholder providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Noteholder, that is different from the methods provided for in this Indenture or the Notes for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements. SECTION 11.7. Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents of the Indenture Trustee, whether so expressed or not. SECTION 11.8. Severability. Any provision of this Indenture or the Notes that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or of the Notes, as applicable, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 11.9. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders, the Swap Counterparties, any other party secured hereunder and any other Person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 11.10. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next Business Day 80 with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. SECTION 11.11. Governing Law. (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS INDENTURE IS SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH. (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 LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE BORROWER COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER SECURED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER. 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 11.4 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY 81 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 11.12. Counterparts. This Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 11.13. Recording of Indenture. If this Indenture is subject to recording in any public recording offices, such recording is to be effected by the Issuer and, at its expense, accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. SECTION 11.14. Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Swap Counterparties, Managing Member or the Indenture Trustee on the Notes, the Swap Agreements, or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against: (i) the Indenture Trustee or Managing Member in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, officer, director, employee or agent of: (a) the Indenture Trustee or Managing Member in their individual capacities, (b) any owner of a beneficial interest in the Issuer, Managing Member or the Indenture Trustee or (c) of any successor or assign of the Indenture Trustee or Managing Member in their individual capacities, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and Managing Member have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. SECTION 11.15. Communication by Noteholders with Other Noteholders. Noteholders may communicate, pursuant to TIA Section 312(b), with other Noteholders with respect to their rights under this Indenture or the Notes. The Issuer, the Indenture Trustee, the Note Registrar and all other parties shall be entitled to rely on and shall have the protection of TIA Section 312(c). SECTION 11.16. Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies 82 and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts with the Issuer's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested for the purpose of reviewing or evaluating the financial condition or affairs of the Issuer or the performance or compliance with the covenants and undertakings of the Issuer under this Indenture, the Purchase and Sale Agreement or any of the other documents referred to herein or therein. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information; provided, however, that the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuer or its agents, (ii) disclosure of any and all information: (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee's business or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or shareholder thereof is subject, (D) in any preliminary or final offering circular or prospectus, registration statement or contract or other document pertaining to the transactions contemplated by this Indenture and approved in advance by the Issuer or (E) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential, (iii) any other disclosure authorized by the Issuer or (iv) disclosure to the other parties to the transactions contemplated by the Related Documents. SECTION 11.17. Agents of Issuer. The Indenture Trustee hereby acknowledges that it has been advised that any agent of the Issuer may act on behalf of the Issuer hereunder for purposes of all consents, amendments, waivers and other actions permitted or required to be taken, delivered or performed by the Issuer, and the Indenture Trustee agrees that any such action taken by an agent on behalf of the Issuer shall satisfy the Issuer's obligations hereunder. SECTION 11.18. Survival of Representations and Warranties. The representations, warranties and certificate of the Issuer made in this Indenture or in any certificate or other writing delivered by the Issuer pursuant hereto shall survive the authentication and delivery of the Notes hereunder. SECTION 11.19. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by the TIA, such required provision shall control. The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. SECTION 11.20. Subordination. The Issuer and each Noteholder by accepting a Note acknowledge and agree that such Note represents indebtedness of the Issuer and does not represent an interest in any assets (other than the Collateral) of the Purchaser (including by virtue 83 of any deficiency claim in respect of obligations not paid or otherwise satisfied from the Collateral and proceeds thereof). In furtherance of and not in derogation of the foregoing, to the extent the Purchaser enters into other securitization transactions, the Issuer as well as each Noteholder by accepting a Note acknowledge and agree that it shall have no right, title or interest in or to any assets (or interests therein) (other than the Collateral) conveyed or purported to be conveyed by the Purchaser to another securitization vehicle or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this subsection, the Issuer or any Noteholder either (i) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through the Purchaser or any other Person owned by the Purchaser, or (ii) 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 Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Purchaser or any other Person owned by the Purchaser, then the Issuer and each Noteholder by accepting a Note 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 Purchaser which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including insolvency laws, and whether asserted against the Purchaser or any other Person owned by the Purchaser), 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. Each Noteholder further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.20 and the terms of this Section 11.20 may be enforced by an action for specific performance. 84 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers duly authorized as of the day and year first above written. GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 BY: CEF EQUIPMENT HOLDING, L.L.C., its Managing Member By:___________________________________ Name: Title: JPMORGAN CHASE BANK, not in its individual capacity but solely as Indenture Trustee By:___________________________________ Name: Title: EXHIBIT A-1 to Indenture FORM OF CLASS A [ ] NOTES REGISTERED $____________(1) No. R-___ CUSIP NO. __________________ Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 [___]% CLASS A [____] NOTES GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, a limited liability company duly organized and existing under the laws of the State of Delaware (including any successor, the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _________________________ DOLLARS ($___________), partially payable on each Payment Date in an amount equal to the Class A Monthly Principal Payable Amount; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the [___________] Payment Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. The Issuer will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding the then current Payment Date or, if no interest has yet been paid, from the date hereof. Interest will be computed on the basis of the actual number __________________ 1 Denominations of $[____] and in greater whole-dollar denominations in excess thereof. A-1-1 of days in the Interest Accrual Period and a 360 day year. Such principal of and interest on this Note shall be paid in the manner specified in the Indenture. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Dated: [____________] GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By:___________________________________ Name:______________________________ Title:_____________________________ A-1-2 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: [____________] [___________________], not in its individual capacity but solely as Indenture Trustee. By:_____________________________ Authorized Signatory A-1-3 [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Class A [____] Notes (herein called the "Class A [____] Notes" or the "Notes"), all issued under an Indenture dated as of [____________] (such Indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuer and [___________________], not in its individual capacity but solely as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in this Indenture shall have the meanings assigned to them in or pursuant to this Indenture. The Class A Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in this Indenture. The Issuer shall pay interest on overdue installments of interest at the Class A Interest Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Managing Member in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Managing Member in their individual capacities, (b) any holder of a beneficial interest in the Issuer, the Managing Member or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Managing Member in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. It is the intent of the Issuer, the Servicer, the Noteholders and the Note Owners that, for purposes of Federal and State income tax and any other tax measured in whole or in part by income, the Notes will qualify as indebtedness of the Issuer. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. A-1-4 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Related Documents, neither [___________________], in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuer. The Noteholder by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Related Documents, in the case of an Event of Default under the Indenture, the Noteholder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. A-1-5 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ______________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: _____________ _______________________________ */ Signature Guaranteed: ________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. _________________________ */ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever. A-1-6 EXHIBIT A-2 to Indenture FORM OF CLASS B NOTES REGISTERED $______________2 No. R-___ CUSIP NO. __________________ Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 [___]% CLASS B NOTES GE COMMERCIAL EQUIPMENT FINANCING LLC, Series 2003-1, a limited liability company [business trust] duly organized and existing under the laws of the State of Delaware (including any successor, the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _________________________ DOLLARS ($___________), partially payable on each Payment Date in an amount equal to the Class B Monthly Principal Payable Amount for the Class B Notes; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the [____________] Payment Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. The Issuer will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding the __________________ 2 Denominations of $[_____] and in greater whole-dollar denominations in excess thereof. A-2-1 then current Payment Date or, if no interest has yet been paid, from the date hereof. Interest will be computed on the basis of the actual number of days in the Interest Accrual Period and a 360 day year. Such principal of and interest on this Note shall be paid in the manner specified in the Indenture. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Dated: [____________] GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By:___________________________________ Name:______________________________ Title:_____________________________ A-2-2 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: [____________] [___________________], not in its individual capacity but solely as Indenture Trustee By:_________________________________________ Authorized Signatory A-2-3 [REVERSE OF NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [___]% Class B Notes (herein called the "B Notes" or the "Notes"), all issued under an Indenture dated as of [____________] (such Indenture, as supplemented or amended, is herein called the "Indenture"), between the Issuer and [___________________], not in its individual capacity but solely as trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. Class B Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and are subordinated to the Class A Notes to the extent provided in the Indenture. The Issuer shall pay interest on overdue installments of interest at the Class B Interest Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Managing Member in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Managing Member in their individual capacities, (b) any holder of a beneficial interest in the Issuer, the Managing Member or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Managing Member in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. It is the intent of the Issuer, the Servicer, the Noteholders and the Note Owners that, for purposes of Federal and State income tax and any other tax measured in whole or in part by income, the Notes will qualify as indebtedness of the Issuer. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. A-2-4 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Related Documents, neither [___________________], in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuer. The Noteholder, by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Related Documents, in the case of an Event of Default under the Indenture, the Noteholder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note. A-2-5 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ______________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: _____________ _______________________________ */ Signature Guaranteed: ________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ______________________ */ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever. A-2-6 EXHIBIT B to Indenture FORM OF SECTION 3.9 OFFICERS' CERTIFICATE ____________, _____ [_________________] [______________________] [______________________] Attention: [___________________] Pursuant to Section 3.9 of the Indenture, dated as of [__________] (the "Indenture"), between GE COMMERCIAL EQUIPMENT FINANCING, LLC, Series 2003-1 (the "Issuer") and JPMORGAN CHASE BANK, as Indenture Trustee, the undersigned hereby certify that: (i) a review of the activities of the Issuer during the previous fiscal year and of performance under the Indenture has been made under the supervision of the undersigned; and (ii) to the best knowledge of the undersigned, based on such review, the Issuer has complied with all conditions and covenants under the Indenture throughout such year. [or, if there has been a default in the compliance of any such condition or covenant, this certificate is to specify each such default known to the undersigned and the nature and status thereof] GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By: _____________________________________ Name:________________________________ Title:_______________________________ B-1 EXHIBIT C to Indenture Form of Noteholder's Statement Pursuant to Section 8.4 Payment Date: AMOUNT OF PRINCIPAL BEING PAID ON NOTES: Class A-1 Notes: ($_______ per $1,000 original principal amount) Class A-2 Notes: ($_______ per $1,000 original principal amount) Class A-3 Notes: ($_______ per $1,000 original principal amount) Class A-4 Notes: ($_______ per $1,000 original principal amount) Class B Notes: ($_______ per $1,000 original principal amount) AMOUNT OF INTEREST BEING PAID IN NOTES: Class A-1 Notes: ($_______ per $1,000 original principal amount) Class A-2 Notes: ($_______ per $1,000 original principal amount) Class A-3 Notes: ($_______ per $1,000 original principal amount) Class A-4 Notes: ($_______ per $1,000 original principal amount) Class B Notes: ($_______ per $1,000 original principal amount) POOL BALANCE AT END OF THE PRECEDING COLLECTION PERIOD: AFTER GIVING EFFECT TO DISTRIBUTIONS ON THIS PAYMENT DATE: (2) Outstanding Principal Balance of Class A-1 Notes: (3) Outstanding Principal Balance of Class A-2 Notes: (4) Outstanding Principal Balance of Class A-3 Notes: C-1 (5) Outstanding Principal Balance of Class A-4 Notes: (6) Outstanding Principal Balance of Class B Notes: (7) Class A-1 Note Pool Factor: (8) Class A-2 Note Pool Factor: (9) Class A-3 Note Pool Factor: (10) Class A-4 Note Pool Factor: (11) Class B Note Pool Factor: (ii) Amount of Servicing Fee: ($_______ per $1,000 original principal amount) (iii) Amount of Servicer Advances: ($_______ per $1,000 original principal amount) (iv) Amount of Administration Fee: ($_______ per $1,000 original principal amount) (v) Aggregate amount of outstanding principal balance of Loans that become Liquidated Loans for the Collection Period: (vi) Aggregate amount of the portion of the outstanding principal balance of Loans written off in respect of Loans that became Defaulted Loans for such Collection Period: (vii) Aggregate Purchase Amounts for the Collection Period: (x) [______________________] Attention: [________________________] C-2 SCHEDULE 1 to Indenture PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS In addition to the representations, warranties and covenants contained in the Indenture, to induce the Indenture Trustee to enter into the Indenture, the Issuer hereby represents, warrants, and covenants to Indenture Trustee on behalf of the Noteholders as to itself as follows, on the Closing Date: General 1. The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. 2. The Loans 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 Issuer has taken all steps necessary to perfect its security interest against the Purchaser in the property securing the Loans that constitute chattel paper. Creation 4. The Issuer owns and has good and marketable title to the Loans 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 Issuer has caused or will have caused, within ten days after the effective date of the Indenture, 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 Loans from Purchaser to the Issuer, and the security interest in the Loans granted to the Indenture Trustee 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 Indenture Trustee.". 6. With respect to Loans 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 Indenture Trustee has received a written acknowledgment from the custodian that the custodian is holding such instruments or tangible chattel paper to effect the Indenture Trustee's security interest therein; or (b) A custodian received possession of such instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from such custodian that such custodian is acting to effect the Indenture Trustee's security interest therein. 7. With respect to the Trust Accounts and all subaccounts that constitute deposit accounts the Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in the Trust Accounts without further consent by the Issuer. Priority 8. Other than the transfer of the Loans to the Issuer under the Purchase and Sale Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, neither the Issuer nor the Purchaser has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans or the Trust Accounts or any subaccount thereof. Neither the Issuer nor the Purchaser has authorized the filing of, or is aware of any financing statements against the Issuer or the Purchaser that include a description of collateral covering the Loans or the Trust Accounts or any subaccount thereof other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. 9. Survival of Perfection Representations. Notwithstanding any other provision of the Indenture or any other Related Document, the Perfection Representations contained in this Schedule shall be continuing, and remain in full force and effect until such time as all Notes under the Indenture have been finally and fully paid and performed. 10. No Waiver. The parties to the Indenture: (i) shall not, without obtaining a confirmation of the then-current rating of the Notes, 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, without obtaining a confirmation of the then-current rating of the Notes (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. Issuer to Maintain Perfection and Priority. The Issuer covenants that, in order to evidence the interests of the Issuer and the Indenture Trustee under this Agreement, the Issuer shall or shall cause the Servicer to, take such action, or 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 Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee's security interest in the Collateral. The Issuer shall cause the Servicer to, from time to time and within the time limits established by law, prepare and present to the Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion Schedule 1 2 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 Indenture Trustee's security interest in the Collateral as a first-priority interest (each a "Filing"). The Issuer shall cause the Servicer to, present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and conditions to such Filing in this Indenture 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 Issuer's signature authorizing the Servicer to effect such Filing under the Uniform Commercial Code without the signature of the Issuer where allowed by applicable law. Schedule 1 3 EX-4.H 11 y90513exv4wh.txt ADMINISTRATION AGREEMENT Exhibit 4(h) ADMINISTRATION AGREEMENT between GE Commercial Equipment Financing LLC, Series 2003-1, as Issuer and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator Dated as of September 25, 2003 TABLE OF CONTENTS

PAGE 1. Duties Of The Administrator .......................................... 1 2. Records .............................................................. 6 3. Compensation ......................................................... 6 4. Additional Information To Be Furnished To The Issuer ................. 6 5. Independence Of The Administrator .................................... 6 6. No Joint Venture ..................................................... 6 7. Other Activities Of The Administrator ................................ 6 8. Term Of Agreement; Resignation And Removal Of The Administrator ...... 6 9. Action Upon Termination, Resignation Or Removal ...................... 8 10. Notices .............................................................. 8 11. Amendments ........................................................... 9 12. Successors And Assigns ............................................... 9 13. Governing Law ........................................................ 9 14. Other Interpretive Matters ........................................... 10 15. Headings ............................................................. 11 16. Counterparts ......................................................... 11 17. Severability ......................................................... 11 18. Not Applicable To The Administrator In Other Capacities .............. 11 19. Limitation Of Liability Of The Managing Member ....................... 11 20. Indemnification ...................................................... 11

-i- ADMINISTRATION AGREEMENT dated as of September 25, 2003, between GE Commercial Equipment Financing LLC, Series 2003-1, a Delaware limited liability company (the "Issuer"), and General Electric Capital Corporation, a Delaware corporation, as administrator (the "Administrator"). RECITALS WHEREAS, the Issuer is issuing: (a) One-Month LIBOR - 0.04% Class A-1 Notes, One-Month LIBOR + 0.07% Class A-2 Notes, One-Month LIBOR + 0.09% Class A-3 Notes, One-Month LIBOR + 0.12% Class A-4 Notes (together, the "Class A Notes") and One-Month LIBOR + 0.43% Class B Notes (the "Class B Notes," and, together with the Class A Notes, the "Notes") pursuant to the Indenture, dated as of the date hereof (as amended and supplemented from time to time in accordance with the provisions thereof, the "Indenture"), between the Issuer and the Indenture Trustee (capitalized terms used herein and not otherwise defined herein are defined in the Indenture); WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes and of certain beneficial ownership interests of the Issuer, including: (i) a Loan Purchase and Sale Agreement, dated as of the date hereof (as amended and supplemented from time to time, the "Purchase and Sale Agreement"), between the Issuer and CEF Equipment Holding L.L.C., a Delaware limited liability company, as seller (the "Transferor"), (ii) the Indenture and (iii) a Servicing Agreement dated as of the date hereof (the "Servicing Agreement), between the Issuer and General Electric Capital Corporation as servicer (in such capacity, the "Servicer")(the Servicing Agreement, the Purchase and Sale Agreement and the Indenture, being hereinafter referred to collectively as the "Related Documents"); WHEREAS, pursuant to the Related Documents, the Issuer is required to perform certain duties in connection with: (a) the Notes and the collateral therefor pledged pursuant to the Indenture (the "Collateral") and (b) the ownership interests in the Issuer (the registered holders of such interests being referred to herein as the "Owners") and; WHEREAS, the Issuer desires to have the Administrator perform certain of the duties of the Issuer referred to in the preceding clause, and to provide such additional services consistent with this Agreement and the Related Documents as the Issuer may from time to time request; WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer on the terms set forth herein; NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Duties of the Administrator. (a) Duties with Respect to the Indenture. The Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture. The Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Issuer when action is necessary to comply with the Issuer's duties under the Indenture. The Administrator, on behalf of the Issuer, shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator, on behalf of the Issuer, shall take all appropriate action that is the duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters (references in this Section are to sections of the Indenture): (i) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7) (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (iv) the maintenance of an office at the Corporate Trust Office, for registration of transfer or exchange of Notes (Section 3.2); (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 6.16); (vi) the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and discharge of the Indenture (Section 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendments and all writings, in accordance with Section 3.5 of the Indenture, necessary to protect the Collateral (Section 3.5); (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Collateral, and the annual delivery of the Officers' Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.7 and 3.9); Administration Agreement -2- (x) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer's Certificate and an Opinion of Counsel in accordance with Section 3.9 of the Indenture (Section 3.9(l)); (xi) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.11(b)); (xiii) the delivery of notice to the Indenture Trustee of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.12); (xiv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1); (xv) the compliance with any written directive of the Indenture Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.2); (xvi) the delivery of a written demand to the Servicer to deliver the Loan Files to the Indenture Trustee upon receipt by the Issuer of a written demand for the same from the Indenture Trustee (Section 5.2(vii)) (xvii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xviii) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xix) the preparation, execution and filing with the Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, the preparation, execution and filing with the Commission and the Indenture Trustee of such supplementary and periodic information as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (xx) the opening of one or more accounts in the Issuer's name, the preparation of Issuer Orders, Officers' Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.5); Administration Agreement -3- (xxi) the preparation of an Issuer Request and Officers' Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.6 and 8.7); (xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (xxiii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.5); (xxiv) the notification of Noteholders of redemption of the Notes (Section 10.2); (xxv) the preparation of all Officers' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer's assignee (Section 11.1(a)); (xxvi) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (xxvii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (xxviii) the recording of the Indenture, if applicable (Section 11.13). (b) Duties with Respect to the Issuer. (i) The Administrator shall perform such calculations, and shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons, of all such documents, reports, filings, instruments, certificates and opinions, as it shall be the duty of the Issuer, to perform, prepare, file or deliver pursuant to the Related Documents. At the request of the Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Documents. Subject to Section 5 of this Agreement, and in accordance with the directions of the Issuer, the Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing and as are expressly requested by the Issuer, and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrator shall be responsible for promptly notifying the Issuer, in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income). Any such notice shall specify the amount of any withholding tax required to be withheld pursuant to such provision. Administration Agreement -4- (iii) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Managing Member set forth in Sections 8.2 and 8.3of the Limited Liability Company Agreement with respect to, among other things, accounting and reports to members; provided, however, that the Managing Member shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each member to prepare its Federal and State income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the "Accountants") acceptable to the Issuer, which Accountants shall perform the obligations of the Administrator thereunder. In connection with clause (ii), the Accountants will provide prior to, a letter in form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Documents or otherwise by law. (c) Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Managing Member or the Issuer, as applicable, of the proposed action and the Managing Member or the Issuer, as applicable, shall have consented or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Loans); (C) the amendment, change or modification of the Related Documents; Administration Agreement -5- (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Documents or (y) take any other action that the Issuer directs the Administrator not to take on its behalf. 2. Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer or its designees, at any time during normal business hours. 3. Compensation. As compensation for the performance of the Administrator's obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to $3,000 per annum payable in arrears on each Payment Date, which payment shall be solely an obligation of the Issuer. 4. Additional Information To Be Furnished to the Issuer. The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request. 5. Independence of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer in any way (other than as permitted hereunder) and shall not otherwise be deemed an agent of the Issuer. 6. No Joint Venture. Nothing contained in this Agreement: (i) shall constitute the Administrator and the Issuer as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. 7. Other Activities of the Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in their sole discretion, from acting in a similar capacity as an administrator for any other Person even though such Person may engage in business activities similar to those of the Issuer. 8. Term of Agreement; Resignation and Removal of the Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. Administration Agreement -6- (b) Subject to Section 8(g), the Administrator may resign its duties hereunder by providing the Issuer and the Servicer with at least 60 days' prior written notice. (c) Subject to Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator and the Servicer with at least 60 days' prior written notice. (d) Subject to Section 8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator and the Servicer if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this subsection shall occur, it shall give written notice thereof to the Issuer, the Servicer and the Indenture Trustee within seven days after the happening of such event. (e) Upon the Administrator's receipt of notice of termination, pursuant to Sections 8(c) or (d), or the Administrator's resignation in accordance with this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of: (x) the date 45 days from the delivery to the Issuer, the Indenture Trustee and the Servicer of written notice of such resignation (or written confirmation of such notice) in accordance with this Agreement and (y) the date upon which the predecessor Administrator shall become unable to act as Administrator, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Administrator's termination hereunder, the Issuer shall appoint a successor Administrator, and the successor Administrator shall accept its appointment by a written assumption. Administration Agreement -7- (f) Upon appointment, the successor Administrator shall be the successor in all respects to the predecessor Administrator and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Administrator and shall be entitled to the compensation specified in Section 3 and all the rights granted to the predecessor Administrator by the terms and provisions of this Agreement. (g) No resignation or removal of the Administrator pursuant to this Section shall be effective until: (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (h) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (i) The Administrator or the Issuer, as the case may be, shall provide to the Indenture Trustee a copy of all notices required to be delivered under this Article 8. 9. Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a), or the resignation or removal of the Administrator pursuant to Section 8(b) or (c), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 8(a) deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 8(b) or (c), respectively, the Administrator shall cooperate with the Issuer and the Indenture Trustee and take all reasonable steps requested to assist the Issuer and the Indenture Trustee in making an orderly transfer of the duties of the Administrator. 10. Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows: (a) if to the Issuer, to: GE Commercial Equipment Financing LLC, Series 2003-1 c/o General Electric Capital Corporation 44 Old Ridgebury Road Danbury, Connecticut 06810 Attention: Capital Markets Operations (b) if to the Administrator, to: General Electric Capital Corporation, as Administrator 44 Old Ridgebury Road Danbury, Connecticut 06810 Attention: General Counsel Telephone: 203/796-1000 Facsimile: 203/796-1313 Administration Agreement -8- (c) if to the Indenture Trustee, to: JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, New York Attention: Institutional Trust Services Structured Finance or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above. 11. Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer and the Administrator. Promptly after the execution of any such amendment (or, in the case of the Rating Agencies, 10 days prior thereto), the Administrator shall furnish written notification of the substance of such amendment or consent to each Noteholder and each of the Rating Agencies. 12. Successors and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and delivers to the Issuer, an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto. 13. Governing Law. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. (b) EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT Administration Agreement -9- 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 LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE BORROWER COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER SECURED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER. 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 11.1 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. (c) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 14. Other Interpretive Matters. All terms defined directly or by incorporation in this Agreement shall have the defined meanings when used in any document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, unless the context otherwise requires: (a) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; and unless otherwise provided, references to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance with the GE Capital fiscal calendar; (b) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (c) the words "hereof," Administration Agreement -10- "herein" and "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement, and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term "including" means "including without limitation"; (f) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (g) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (h) references to any Person include that Person's successors and assigns; and (i) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. 15. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. 16. Counterparts. This Agreement may be executed in counterparts, all of which when so executed shall together constitute but one and the same agreement. 17. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 18. Not Applicable to the Administrator in Other Capacities. Nothing in this Agreement shall affect any obligation that the Administrator may have in any other capacity. 19. Limitation of Liability of the Managing Member. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by CEF Equipment Holding, L.L.C., not in its individual capacity but solely in its capacity as the Managing Member of the Issuer, and in no event shall CEF Equipment Holding, L.L.C., in its individual capacity, or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. 20. Indemnification. The Administrator shall indemnify the Issuer (and its officers, directors, employees and agents) for, and hold them harmless against, any losses, liability or expense, including attorneys' fees reasonably incurred by them, incurred without negligence or bad faith on their part, arising out of or in connection with: (i) actions taken by either of them pursuant to instructions given by the Administrator pursuant to this Agreement or (ii) the failure of the Administrator to perform its obligations hereunder. The indemnities contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Administrator or the Issuer. Administration Agreement -11- IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written. GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 By: CEF Equipment Holding, L.L.C., its Managing Member By: ________________________________________ Name: __________________________________ Title: _________________________________ GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator By: ________________________________________ Name: __________________________________ Title: _________________________________ Accepted and agreed: CEF EQUIPMENT HOLDING, L.L.C., not in its individual capacity but solely as Managing Member under the Limited Liability Company Agreement By: ________________________________________ Name: __________________________________ Title: _________________________________ Administration Agreement -12- EX-4.I 12 y90513exv4wi.txt DEUTSCHE BANK ISDA MASTER AGREEMENT Exhibit 4(i) (MULTICURRENCY--CROSS BORDER) [ISDA(R) LOGO] International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of September 25,2003 between GE COMMERCIAL EQUIPMENT AND DEUTSCHE BANK AG, NEW YORK FINANCING LLC, SERIES 2003-1 BRANCH ("PARTY A") ("PARTY B") have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows:-- 1. INTERPRETATION (a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) INCONSISTENCY. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purposes of the relevant Transaction. (c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions. 2. OBLIGATIONS (a) GENERAL CONDITIONS. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. (b) CHANGE OF ACCOUNT. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. (c) NETTING. If on any date amounts would otherwise be payable:-- (i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. (d) DEDUCTION OR WITHHOLDING FOR TAX. (i) GROSS-UP. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will:-- (1) promptly notify the other party ("Y") of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:-- (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. ISDA(R) 1992 2 (ii) LIABILITY. IF:-- (1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); (2) X does not so deduct or withhold; and (3) a liability resulting from such Tax is assessed directly against X, then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)). (e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 3. REPRESENTATIONS Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:-- (a) BASIC REPRESENTATIONS. (i) STATUS. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; (ii) POWERS. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) CONSENTS. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). ISDA(R) 1992 3 (b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. (c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. (d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. (e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. (f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 4. AGREEMENTS Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:-- (a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:-- (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; (ii) any other documents specified in the Schedule or any Confirmation; and (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. (b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. (c) COMPLY WITH LAWS. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. (d) TAX AGREEMENT. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. (e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, ISDA(R) 1992 4 organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 5. EVENTS OF DEFAULT AND TERMINATION EVENTS (a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party:-- (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; (iii) CREDIT SUPPORT DEFAULT. (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document; (iv) MISREPRESENTATION. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however ISDA(R)1992 5 described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party: -- (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: -- (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement. (b) TERMINATION EVENTS. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event ISDA(R) 1992 6 Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below: -- (i) ILLEGALITY. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party): -- (1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; (ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii); (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation). (c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. ISDA(R) 1992 7 6. EARLY TERMINATION (a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). (b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT. (i) NOTICE. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. (iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. (iv) RIGHT TO TERMINATE. IF:-- (1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then ISDA(R) 1992 8 continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. (c) EFFECT OF DESIGNATION. (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). (d) CALCULATIONS. (i) STATEMENT. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. (ii) PAYMENT DATE. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. (e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the following provisions shall apply based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off. (i) EVENTS OF DEFAULT. If the Early Termination Date results from an Event of Default:-- (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. (2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement. (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the ISDA(R) 1992 9 Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (ii) TERMINATION EVENTS. If the Early Termination Date results from a Termination Event:-- (1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions. (2) Two Affected Parties. If there are two Affected Parties:-- (A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and (B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y"). If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y. (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. ISDA(R) 1992 10 7. TRANSFER Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:-- (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and (b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). Any purported transfer that is not in compliance with this Section will be void. 8. CONTRACTUAL CURRENCY (a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess. (b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. (c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement. (d) EVIDENCE OF LOSS. For tbe purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. ISDA(R) 1992 11 9. MISCELLANEOUS (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. (b) AMENDMENTS. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. (c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. (d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. (e) COUNTERPARTS AND CONFIRMATIONS. (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as soon as practicable and may he executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation. (f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. (g) HEADINGS. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 10. OFFICES; MULTIBRANCH PARTIES (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. (b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party. (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation. 11. EXPENSES A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document ISDA(R) 1992 12 to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 12. NOTICES (a) EFFECTIVENESS. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:-- (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine); (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. (b) CHANGE OF ADDRESSES. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. 13. GOVERNING LAW AND JURISDICTION (a) GOVERNING LAW. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. (b) JURISDICTION. With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"), each party irrevocably:-- (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. (c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any ISDA(R) 1992 13 reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law. (d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 14. DEFINITIONS As used in this Agreement:-- "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b). "AFFECTED PARTY" has the meaning specified in Section 5(b). "AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. "AFFILIATE" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person. "APPLICABLE RATE" means:-- (a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and (d) in all other cases, the Termination Rate. "BURDENED PARTY" has the meaning specified in Section 5(b). "CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into. "CONSENT" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent. "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b). "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as such in this Agreement. "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule. "DEFAULT RATE" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. ISDA(R) 1992 14 "DEFAULTING PARTY" has the meaning specified in Section 6(a). "EARLY TERMINATION DATE" means the date determined in accordance with Section 6(a) or 6(b)(iv). "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable, in the Schedule. "ILLEGALITY" has the meaning specified in Section 5(b). "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document). "LAW" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and "LAWFUL" and "UNLAWFUL" will be construed accordingly. "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction. "LOSS" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(l) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. "MARKET QUOTATION" means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have ISDA(R) 1992 15 been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. "NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount. "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a). "OFFICE" means a branch or office of a party, which may be such party's head or home office. "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default. "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city. "RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made. "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. "SET-OFF" means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer. "SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination Date, the sum of:-- (a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and (b) such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result. "SPECIFIED ENTITY" has the meanings specified in the Schedule. ISDA(R) 1992 16 "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. "SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. "STAMP TAX" means any stamp, registration, documentation or similar tax. "TAX" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax. "TAX EVENT" has the meaning specified in Section 5(b). "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b). "TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date). "TERMINATION CURRENCY" has the meaning specified in the Schedule. "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. "TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. "UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market ISDA(R) 1992 17 value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties. IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. GE COMMERCIAL EQUIPMENT DEUTSCHE BANK AG, NEW YORK BRANCH FINANCING LLC, SERIES 2003-1 By: By: -------------------------------------- ------------------------------ Name: Name: Title: Title: By: ------------------------------ Name: Title: Deutsche Bank ISDA Master Agreement -18- EX-4.J 13 y90513exv4wj.txt DEUTSCHE BANK SCHEDULE TO ISDA MASTER AGREEMENT Exhibit 4(j) SCHEDULE TO THE MASTER AGREEMENT DATED AS OF SEPTEMBER 25, 2003 BETWEEN GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, a limited liability company organized under the laws of the State of Delaware ("Party A") AND DEUTSCHE BANK AG, NEW YORK BRANCH, a German banking company ("Party B") PART 1 TERMINATION PROVISIONS In this Agreement: (a) "Specified Entity" means in relation to Party A and Party B for the purpose of Sections 5(a)(v), (vi), (vii) and Section 5(b)(iv): Not applicable. (b) "Specified Transaction" will have the meaning specified in Section 14 of this Agreement. (c) The "Credit Support Default" provision of Section 5(a)(iii) will not apply to Party A and will apply to Party B. (d) The "Breach of Agreement" provision of Section 5(a)(ii) will not apply to Party A and will not apply to Party B. (e) The "Misrepresentation" provision of Section 5(a)(iv) will not apply to Party A and will not apply to Party B. (f) The "Default under Specified Transaction" provision of Section 5(a)(v) will not apply to Party A or Party B. (g) The "Cross Default" provisions of Section 5(a)(vi) will not apply to Party A and will not apply to Party B. (h) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Party A and will not apply to Party B. (i) The "Automatic Early Termination" provisions of Section 6(a) will not apply to Party A and will not apply to Party B. (j) Payments on Early Termination. For the purpose of Section 6(e) of this Agreement: (i) Market Quotation will apply unless Party A is the Non-defaulting Party or the party which is not the Affected Party, as the case may be, and Party B fails to replace itself pursuant to Part 1(l) or Part 5(d)(iii) of this Schedule, in which event Loss will apply. (ii) The Second Method will apply. (k) "Termination Currency" means United States Dollars. (l) Additional Termination Event will apply. The following shall constitute Additional Termination Events in which Party B shall be the sole Affected Party: (i) Credit Downgrade - Party B. If at any time (i) the short-term unsecured debt rating of Party B is withdrawn by or reduced below "F-1" if rated by Fitch Ratings ("Fitch"); or (ii) the short-term unsecured debt rating of Party B is withdrawn by or reduced below "A-1" by Standard & Poor's Rating Services ("S&P") (or in the absence of a short-term debt rating, the long-term unsecured debt rating of Party B is withdrawn or reduced below "A+"); or (iii) if Party B's (a) long-term unsecured debt rating by Moody's Investors Service, Inc. ("Moody's") is withdrawn, reduced or put on watch for downgrade below "A1" or its short-term unsecured debt rating is withdrawn, reduced or put on watch for downgrade below "P-1", where Party B has both a long-term and a short-term unsecured debt ratings, (b) the long-term unsecured debt rating is withdrawn, reduced or put on watch below "Aa3" where Party B has only a long-term unsecured debt rating (any such withdrawal or reduction, a "Downgrade"), then Party B shall promptly notify Party A by telephone (promptly confirmed in writing), and Party A then shall notify the Rating Agencies. Party B shall then, at its own expense, (in consultation with Party A), (1) within 30 days of the date of such Downgrade if Moody's is the downgrading Rating Agency or (2) promptly after such Downgrade if S&P is the downgrading Rating Agency, enter into a "Qualifying Substitute Arrangement" (as defined below) to assure performance by Party B of its obligations under the Transactions. "Qualifying Substitute Arrangement" shall mean any arrangement satisfactory to the Rating Agencies, including (i) procuring a Letter of Credit Transaction with terms reasonably satisfactory to Party A and procuring a Ratings Reaffirmation; (ii) electing in writing to the Servicer to pledge collateral subject to the terms of an ISDA Credit Support Annex to be negotiated between the parties at such time and, if Moody's is the downgrading Rating Agency, such collateral posted shall be equal to the daily mark-to-market value of the Transactions, if S&P is the downgrading Ratings Agency, (1) such collateral posted shall be an amount equal to the greater of (a) the mark-to-market value of the Transactions, (b) the amount owed by Party B on the next succeeding Payment 2 Date and (c) one percent (1%) of the outstanding Notional Amount of each Transaction, (2) Party B must post collateral pursuant to this sub-paragraph (ii) if it has failed to satisfy the requirements under (i), (iii) or (iv) of this paragraph within 30 days of such Downgrade and (3) Party B shall remain obligated to take such action to satisfy the requirements set forth in (i), (iii) or (iv) of this paragraph; (iii) procuring a Replacement Transaction with terms reasonably satisfactory to Party A which replaces all Transactions outstanding under this Agreement with Transactions on identical terms and procuring a Ratings Reaffirmation; or (iv) taking such other action (if any) as the downgrading Rating Agency shall require to nullify the effect of such Downgrade on the ratings on the Notes and procuring a Ratings Reaffirmation. Notwithstanding the previous sentence, if Party B's (a) long-term unsecured debt rating by Moody's is reduced to "A2" or below where Party B has only a long-term unsecured debt rating or (b) long-term and short-term unsecured debt rating by Moody's is reduced to "A3" or below or "P-2" or below, respectively, where Party B has both a long-term and a short-term debt rating, Party B must find a Replacement Transaction pursuant to sub-paragraph (iii) above. "Counterparty Ratings Requirement" means with respect to any entity, either such entity or the guarantor of such entity, respectively, has (i) (a) a Moody's long-term unsecured debt rating of at least "Aa3" where the entity or guarantor has only a long-term unsecured debt rating (b) a Moody's long-term and short-term unsecured debt rating of at least "A1" and "P-1", respectively, where the entity or guarantor has both a long-term and a short-term debt rating (ii) if such entity or guarantor, respectively, has an S&P short term unsecured debt rating, an S&P short-term unsecured debt rating of at least "A-1" (or in the absence of a short-term debt rating, the long-term unsecured debt rating of such entity or guarantor, respectively, is at least "A+") and (iii) if such entity or guarantor, respectively, has a Fitch short-term unsecured debt rating, a Fitch short-term unsecured debt rating of at least "F-1". "Ratings Reaffirmation" means a acknowledgement from a Rating Agency whose rating on the Class A Notes or the Class B Notes was reduced or withdrawn, that the then-current rating of the Class A Notes or the Class B Notes (without giving effect to the relevant Downgrade) will not be reduced notwithstanding the applicable Downgrade. "Replacement Transaction" means a transaction with a replacement counterparty meeting the Counterparty Rating Requirements who shall assume, at no cost to Party A, Party B's position under this Agreement and all Transactions hereunder. (ii) Breach of Warranty. Any Warranty made or deemed to have been made or repeated by Party B in this Agreement proves to have been incorrect when made or repeated or deemed to have been made or repeated. (m) Discontinued Agency. If one of the foregoing credit rating agencies ceases to be in the business of rating Debt Securities and such business is not continued by a successor or assign of such agency (the "Discontinued Agency"), Party A and Party B shall jointly (i) select a nationally-recognized credit rating agency in substitution thereof and (ii) agree on the rating level issued by such substitute agency that is equivalent to the ratings specified herein of the Discontinued Agency, whereupon such substitute agency and equivalent rating shall replace the 3 Discontinued Agency and the rating level thereof for the purposes of this Agreement. If at any time all of the agencies specified herein with respect to a party have become Discontinued Agencies and Party A and Party B have not previously agreed in good faith on at least one agency and equivalent rating in substitution for a Discontinued Agency and the applicable rating thereof, the Credit Downgrade provision of Part 1(l) of this Agreement shall cease to apply to the parties. For the avoidance of doubt, failure by either party to comply with this paragraph shall not constitute an Event of Default or Termination Event with respect to such party. PART 2 TAX REPRESENTATIONS (a) Payer Tax Representations. For the purposes of Section 3(e) of this Agreement, Party A and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to Party A under this Agreement. In making this representation, each party may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on sub-clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. (b) Payee Tax Representations. (i) For the purposes of Section 3(f) of this Agreement, Party A makes only the following representation: Party A is a limited liability company formed under the laws of the State of Delaware. (ii) For the purposes of Section 3(f) of this Agreement, Party B makes only the following representation: It is a "foreign person" within the meaning of the applicable U.S. Treasury Regulations concerning information reporting and backup withholding tax (as in effect on January 1, 2001), unless Party B provides written notice to Party B that it is no longer a foreign person. In respect of each Transaction it enters into through an office or discretionary agent in the United States or which otherwise is allocated for United States trade or business, each payment received or to be received by it under such Transaction will be effectively connected with its conduct of a trade or business in the United States. (c) Modified Tax Provisions. Party A's obligations under Section 2(d)(i) of this Agreement shall be limited to complying with clauses (1), (2) and (3) thereof and Party A shall not be obligated to pay any amount owing by it under clause (4). 4 PART 3 AGREEMENT TO DELIVER DOCUMENTS For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each Party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are: Each party agrees to complete (accurately and in a manner reasonably satisfactory to the other party), execute, arrange for any required certification of, and deliver to the other party or such government or taxing authority as the other party directs, any form or document that may be required or reasonably requested in order to allow the other party to make a payment under this Agreement without any deduction or withholding for or on account of any Tax or with such deductions or withholding at a reduced rate. (b) Other documents to be delivered are:

COVERED BY PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE SECTION 3(d) DELIVER DOCUMENT CERTIFICATE DELIVERED REPRESENTATION - --------------------------------------------------------------------------------------------------------------- Party A and Such proof of the names, true Upon execution of this Yes Party B signature and authority of persons Agreement. signing this agreement and any Confirmations as the other party may reasonably request - --------------------------------------------------------------------------------------------------------------- Party A Audited annual consolidated Promptly upon demand by Yes financial statements of General Party A and following Electric Capital Services, Inc., such financial prepared in accordance with statements being made accounting principles that are publicly available. generally accepted in the United States. - --------------------------------------------------------------------------------------------------------------- Party B Audited annual consolidated Promptly upon demand by Yes financial statements of Party B Party A and following prepared in accordance with such financial accounting principles that are statements being made generally accepted in the United publicly available. States. - --------------------------------------------------------------------------------------------------------------- Party A and Party B Legal opinion in a form Promptly following the No satisfactory to the other party. execution of this Agreement.

5 PART 4 MISCELLANEOUS (a) Addresses for Notices. For the purpose of Section 12(a) of this Agreement: Address for notices or communications to Party B: All notices to Party B under Sections 5 or 6 of the Agreement (other than notices under Section 5(a)(i)) shall be sent to: Deutsche Bank AG, Head Office Taunusanlage 12 60262 Frankfurt GERMANY Attention: Legal Department Fax No. 4969910 36097 Telex No: 411836 or 416731 or 41233 Answerback: DBF-D with a copy to Deutsche Bank AG, New York Branch 60 Wall Street New York, NY 10005 Attention: Legal Department All other notices to Party A shall be sent directly to the office through which Party A is acting for the relevant Transaction, using the address and contact particulars specified in the Confirmation of that Transaction or otherwise notified. Address for notices or communications to Party A: Address: c/o General Electric Capital Services, Inc. 44 Old Ridgebury Road Danbury, CT 06810 Attention: Capital Markets Operations Telephone: 203-796-5518 Facsimile: 203-796-5554 (b) Process Agent. For the purpose of Section 13(c) of this Agreement: Party A appoints as its Process Agent: Not applicable Party B appoints as its Process Agent: 6 Deutsche Bank AG, New York Branch 60 Wall Street New York, NY 10005 Attention: Legal Department (c) Offices. The provisions of Section 10(a) shall apply to this Agreement and shall be interpreted as an express agreement of the head or home office to be bound unconditionally and irrevocably by the terms of this Agreement and to perform the obligations of the Office party to this Agreement if such Office cannot perform any of its obligations hereunder. (d) Multibranch Party. For the purpose of Section 10, Party A is not a Multibranch Party, and Party B is not a Multibranch Party. (e) Calculation Agent. The Calculation Agent shall be Party B; provided, however, if an Event of Default has occur with respect to Party B, the Calculation Agent shall be the Trustee or a Reference Market-maker selected by both parties mutually. (f) Credit Support Document. With respect to Party A: none. With respect to Party B: none (except with respect to Part 1(l) hereof). (g) Credit Support Provider. With respect to Party A: none and with respect to Party B: none. (h) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 1504(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REFERENCE TO ANY OTHER CONFLICT OF LAW PROVISION THEREOF. (i) Netting of Payments. Section 2(c)(ii) of this Agreement will apply to any Transactions from the date of this Agreement. (j) "Affiliate" will have the meaning specified in Section 14; provided, however, that Section 3(c) of this Agreement is hereby amended by deleting the words "or any of its Affiliates" in the first and second lines thereof. PART 5 OTHER PROVISIONS (a) Recourse and Ranking. The obligations of Party A under this Agreement, and under any Transaction executed hereunder, are solely the obligations of Party A. No recourse shall be had for the payment of any amount owing in respect of any Transaction or any other obligation or claim arising out of or based upon this Agreement against any member, employee, officer, director or agent of Party A. Any accrued obligations owing by Party A under this Agreement and any Transaction shall be payable by Party A solely to the extent that funds are available therefor from time to time in accordance with the provisions of the Indenture; provided that such accrued obligations shall not be extinguished until paid in full. Notwithstanding any provisions contained in this Agreement to the contrary, Party A shall not be obligated to pay any 7 amount pursuant to this Agreement unless Party A has received funds which may be used to make such payment and such payment is made in advance in accordance with the Indenture. Any amount which Party A does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or corporate obligation of Party A for any such insufficiency unless and until such payment is permitted under such preceding sentence. (b) Limitation of Defaults and Termination. Notwithstanding the terms of Sections 5 and 6 of this Agreement, Party B shall be entitled to designate an Early Termination Date pursuant to Section 6 of this Agreement only as a result of the occurrence of an Event of Default set forth in Section 5(a)(i) or 5(a)(vii) with respect to Party A as the Defaulting Party or a Termination Event set forth in Sections 5(b)(i) or 5(b)(ii) of this Agreement with respect to Party B as the Affected Party. (c) No Bankruptcy Petition Against the Company. Party B hereby covenants and agrees that, prior to the date which is one year and one day after all the Notes (or any rated securities) issued by Party A have been paid in full it will not institute against, or join any other Person in instituting against, Party A any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. (d) Transfers. (i) Section 6(b)(ii) of this Agreement is amended by inserting the following phrase at the end of such Section immediately before the final period: "provided that any such transfer by Party A under this Section 6(b)(ii) shall not be subject to or conditional upon the prior written consent of Party B if (w) Party B will not, as a result of such transfer be required on the next succeeding Scheduled Payment Date to pay to transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of default interest) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer, (x) the transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of Indemnifiable Tax under Section 2(d)(i) (except in respect of default interest) amounts in excess of that which it would, on the next succeeding Scheduled Payment Date, have been required to so withhold or deduct in the absence of such transfer unless it would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess (y) a Termination Event or Event of Default does not occur as a result of such transfer and (z) Party A obtains a Ratings Reaffirmation prior to such transfer. With respect to the result described in subclauses (w) and (x), Party A agrees to cause such transferee to make, and Party B agrees to make, such Payee Tax Representations and Payer Tax Representations as may be reasonably requested by the other party in order to permit such other party to determine that such result will not occur after such transfer". (ii) Notwithstanding Section 7 of this Agreement, Party A shall be entitled (but not required) to assign its rights and obligations with respect to any forward currency exchange agreement, any spot foreign currency exchange agreement or any other Transaction permitted hereunder to any of its Affiliate with respect to the Collateral. 8 (iii) Subject to Section 6(b), and except as expressly provided herein, neither this Agreement nor any interest or obligation in or under this Agreement or the Transaction(s) may be transferred by Party B without the prior written consent of Party A and without obtaining a Ratings Reaffirmation prior to such transfer (other than pursuant to a consolidation or amalgamation with, or merger in to, or transfer of all or substantially all of Party A's assets to, another entity) and any purported transfer without such consent will be void. Notwithstanding anything to the contrary in this Schedule or this Agreement, Party B may transfer without the prior written consent of Party A, this Agreement, any of its interests and obligation in and under this Agreement or the Transaction(s) to another of Party B's offices, branches or Affiliates on two Business Days' prior written notice; provided, however, that (v) if such transfer is to an entity other than Party B such notice shall be accompanied by a Guarantee of such transferee's obligations in form and substance satisfactory to Party A, (w) Party A will not, as a result of such transfer be required on the next succeeding Scheduled Payment Date to pay to transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of default interest) greater than the amount in respect of which Party A would have been required to pay to Party B in the absence of such transfer, (x) the transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of Indemnifiable Tax under Section 2(d)(i) (except in respect of default interest) amounts in excess of that which it would, on the next succeeding Scheduled Payment Date, have been required to so withhold or deduct in the absence of such transfer unless it would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess, (y) a Termination Event or Event of Default does not occur as a result of such transfer and (z) Party B has obtained Ratings Reaffirmation prior to such transfer. With respect to the result described in subclauses (w) and (x), Party B agrees to cause such transferee to make, and Party A agrees to make, such Payee Tax Representations and Payer Tax Representations as may be reasonably requested by the other party in order to permit such other party to determine that such result will not occur after such transfer. (e) Amendment. No assignments, amendment, modification or waiver in respect of this Agreement will be effective unless (i) it is in writing and executed by each of the parties or confirmed by an exchange of telexes or facsimiles and (ii) except as waived by the Rating Agencies, the Rating Agencies shall have advised that such assignment or amendment will not result in a downgrade or withdrawal of the then-current rating on the Class A Notes and the Class B Notes. (f) Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture, dated as of September 25, 2003, among Party A, as Issuer and JPMorgan Chase Bank, as Indenture Trustee, as amended or supplemented from time to time (the "Indenture") and the Servicing Agreement, dated as of September 25, 2003, as amended or supplemented from time to time, among Party A, as Issuer and General Electric Capital Corporation, as Servicer, as amended or supplemented from time to time (the "Servicing Agreement"). (g) Waiver of Jury Trial. Each party hereto hereby irrevocably waives any and all right to trial by jury in any Proceedings. 9 (h) Additional Representations. Section 3 of this Agreement is hereby amended by adding the following additional subsections: (g) Eligible Contract Participant. It is an "eligible contract participant" as defined in Section 1a(12) of the Commodity Exchange Act, 7 U.S.C. Section 1a(12), and is entering into this Agreement in conjunction with its line of business (including financial intermediation services). (h) FDICIA/Regulation EE. In addition to the foregoing representations, Party B represents to Party A either that (1) it is a Financial Institution as defined in Section 402(9) of the Federal Deposit Insurance Corporation Improvement Act of 1991, or (2) (A) it will engage in Financial Contracts (as defined in Section 2 of Regulation EE of the Federal Reserve Board (12 C.F.R. Section 231.2)) as a counterparty on both sides of one or more Financial Markets (as defined in Section 2 of Regulation EE of the Federal Reserve Board (12 C.F.R. Section 231.2)), and (B) that, on the date of this Agreement, it meets at least one of the tests set forth in Section 3(a)(1)-(2) of Regulation EE of the Federal Reserve Board (12 C.F.R. Section 231.3(a)(1)-(2)). The representation contained in clause (1) or clause 2(A) of this paragraph (h), as the case may be, will be deemed to be repeated by Party B on each date on which a Transaction is entered into. (i) No Reliance. This Agreement and each Transaction have been entered into by each party in reliance only upon its judgment, in order to accomplish legitimate business needs. Neither party holds itself out as advising, or any of its employees or agents as having any authority to advise, the other party as to whether or not it should enter into this Agreement or any Transaction. Neither party is receiving any compensation from the other party for providing advice in respect of this Agreement or any Transaction, and any such advice provided to such other party will not form the primary basis for an investment decision by such other party. (i) Consent to Recording. The parties agree that each may electronically record all telephonic conversations between marketing and trading personnel in connection with this Agreement and that any such recordings may be submitted in evidence to any court or in any Proceedings for the purpose of establishing any matters pertinent to any Transaction. (j) Waiver of Contractual Right of Setoff. Notwithstanding any provision of this Agreement or any other existing or future agreement, each party irrevocably waives any and all contractual rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between the two parties hereunder against any obligations between the two parties under any other agreements or otherwise. (k) Provision of Evidence of Execution and Delivery. The parties agree that, at or promptly following the execution and delivery of this Agreement, and, if a Confirmation so requires, on or before the date set forth therein, each party shall deliver to the other evidence, reasonably satisfactory in form and substance to the receiving party, concerning the due execution and delivery of this Agreement or such Confirmation. 10 (l) Confirmations. Notwithstanding anything to the contrary in this Agreement: (i) The parties hereto agree that with, respect to each Transaction hereunder, a legally binding agreement shall exist from the moment that the parties hereto agree on the terms of such Transaction, which the parties anticipate will occur orally by telephone or by exchange of electronic messages. (ii) As soon as possible after entering into a Transaction hereunder, Party A shall complete a Confirmation in substantially the form set forth as an exhibit to the 2000 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. (a "Confirmation") setting forth the terms agreed by the parties and shall execute and send two copies of such Confirmation to Party B. Upon execution and return of one copy of the Confirmation by Party B, the terms set forth in the Confirmation shall supersede and replace the original agreement, and such telephone agreement or electronic messages shall thereafter cease to be of any legal force or effect. Failure of Party B to sign and return a Confirmation shall not affect the validity or enforceability of the relevant Transaction. This Agreement governs the Confirmations with the Transaction Reference Numbers N258043N, N258123N and N258197N. (m) Additional Tax Provisions. (i) The definition of "Indemnifiable Tax" in Section 14 of this Agreement is modified by adding the following at the end thereof: Notwithstanding the foregoing, "Indemnifiable Tax" also means any Tax imposed in respect of a payment under this Agreement by reason of a Change in Tax Law by a government or taxing authority of a Relevant Jurisdiction of the party making such payment, unless the other party is incorporated, organized, managed and controlled or considered to have its seat in such jurisdiction, or is acting for purposes of this Agreement through a branch or office located in such jurisdiction. (ii) Section 4(a)(iii) of this Agreement is modified by deleting the word "materially" in the sixth line thereof. (n) Set-off. The last sentence of the first paragraph of Section 6(e) and the definition of "Set-off" in Section 14 of this Agreement are deleted. (o) Settlement Amount. The definition of "Settlement Amount" in Section 14 of this Agreement is hereby amended by deleting in the third and fourth lines of subparagraph (b) thereof the words "or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result". (p) Jurisdiction. Section 13(b) of this Agreement is hereby amended by: (i) deleting the word "non-" in the second line of subparagraph (i) thereof; and (ii) deleting the final paragraph thereof. (q) Definitions. Reference is hereby made to the 2000 ISDA Definitions (the "2000 Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), and the 1998 ISDA FX and Currency Option Definitions (the "FX Definitions"), as 11 published by ISDA, The Emerging Markets Traders Association and The Foreign Exchange Committee which are hereby incorporated by reference herein. Any terms used and not otherwise defined herein which are contained in the 2000 Definitions or the FX Definitions shall have the meaning set forth therein, except that references in the 2000 Definitions to a "Swap Transaction" shall be deemed to be references to a "Transaction". (r) Warranties Regarding Relationship Between Parties. (i) The definition of "Affected Transactions" in Section 14 of this Agreement is modified by adding the following immediately preceding the words "an Illegality" in the first line thereof: a breach of any Warranty made pursuant to this Agreement, (ii) Section 14 of this Agreement is modified by adding the following new defined term in its appropriate alphabetical location: "Warranty" has the meaning specified in Part 5(l)(ii) below. (iii) Warranties. The following warranties (the "Warranties") are made by one or both of the parties to this Agreement, as specified below, or, if applicable, any Credit Support Provider of any such party, to the other party (which Warranties will be deemed to be repeated by each such party on each date on which a Transaction is entered into): Status of Parties. Each party warrants to the other party that (1) it is acting for its own account in respect of all Transactions governed by this Agreement, (2) the other party is not acting as a fiduciary for it in respect of any such Transaction, and (3) it is not relying on any communication (whether written or oral) of the other party as investment advice or as a recommendation to enter into any transaction. (s) Conditions Precedent. Section 2(a)(iii)(1) of the Agreement shall not apply to the obligations of Party B unless and Event of Default set forth in Sections 5(a)(i) or 5(a)(vii)(4) with respect to Party A has occurred and is continuing. (t) Change of Account. Section 2(b) of this Agreement is hereby amended by the insertion of the following at the end thereof after the word "change": "provided that if such new account shall not be in the same jurisdiction having the same power to tax as the original account, the party not changing its account shall not be obliged to pay any greater amounts and shall not receive less as a result of such change than would have been the case if such change had not taken place." (u) Amendments to Indenture. Party A agrees that it shall not amend, modify or waive any provisions in the Indenture, Servicing Agreement or related documents without the consent of Party B if such amendment, modification or waiver would have a material adverse effect on Party B's rights under this Agreement. [Signature pages follow] 12 Exhibit 4(j) Please confirm your agreement to the terms of the foregoing Schedule by signing below. DEUTSCHE BANK AG, NEW YORK BRANCH By:______________________________ Name: Title: By:______________________________ Name: Title: GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By:______________________________ Name: Title: Schedule to Deutsche Bank ISDA Master Agreement EX-4.K 14 y90513exv4wk.txt DEUTSCHE BANK FIXED/FLOATING RATE CONFIRMATION Exhibit 4(k) CONFIRMATION Date: September 25, 2003 To: GE Commercial Equipment Financing, LLC, Series 2003-1 ("Party A") Attention: Manager, Conduit Administration From: Deutsche Bank, New York Branch ("Party B") Transaction Reference Number: N258043N The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the Master Agreement) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of September 25, 2003, as amended or supplemented from time to time (the "Master Agreement") between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below. The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Indenture, dated as of September 25, 2003, between Party A and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement, dated as of September 25, 2003, between Party A and General Electric Capital Corporation, as Servicer (the "Servicing Agreement"), each as amended or supplemented from time to time. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Fixed/Floating Interest Rate Swap Notional Amount: With respect to any Interest Accrual Period, the product of (i) the aggregate Loan Value of Loans that bear interest at a fixed rate (excluding Hybrid Loans, the "Fixed Rate Loans") as of the beginning of the calendar month in which the Interest Accrual Period commenced; and (ii) the lesser of (x) the quotient of (a) the Outstanding Principal Balance of the Notes immediately after the Payment Date on which such Interest Accrual Period commences; divided by (b) the Pool Balance as of the beginning of the calendar month in which the Interest Accrual Period commenced and (y) 1.0. The Notional Amount for the first Interest Accrual Period is USD 187,562,824. Trade Date: September 19, 2003 Effective Date: September 25, 2003 Termination Date: The earlier of (i) the Payment Date occurring in November 2011; (ii) the Payment Date on which the aggregate outstanding Loan Values of the Fixed Rate Loans is zero; (iii) the Payment Date on which the Outstanding Principal Balance of the Notes is reduced to zero and (iv) an Early Termination Date. Payment Date: One Business Day prior to the last day of each Interest Accrual Period. Calculation Period: Initially, the period from and including September 25, 2003 to but excluding, October 20, 2003, and for each period thereafter, from and including the twentieth day of each calendar month to and excluding the twentieth day of the next calendar month. Business Day Convention: Following Business Day: New York and London Fixed Rate Amounts: Fixed Rate Payer: Party A Fixed Rate Payer Payment Date: Each Payment Date Fixed Rate Payer Period End Dates: Last day of each Interest Accrual Period, with No Adjustment to Period End Date. Fixed Rate: 2.2135% per annum Fixed Rate Day Count Fraction: 30/360 LIBOR Floating Rate Amounts: LIBOR Floating Rate Payer: Party B LIBOR Floating Rate Payer Deutsche Bank Fixed/Floating Rate Confirmation Payment Dates: Each Payment Date LIBOR Floating Rate Payer Period End Dates: The last day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. Reset Date: The first day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. LIBOR Floating Rate: USD-LIBOR-BBA Designated Maturity: One month Cap Rate: N/A LIBOR Floating Rate Day Count Fraction: Actual/360 Compounding: N/A Business Days: New York Calculation Agent: Party B Account Details Payments to Party A: To be provided in written instructions. Payments to Party B: To be provided in written instructions. (a) Other Provisions: In the event that there is a purchase by CEF Equipment Holdings, L.L.C. of all Loans owned by Party A pursuant to Section 6.1 of the Servicing Agreement, Party A shall assign all of its rights and obligations hereunder to General Electric Capital Services, Inc. [Rest of page intentionally left blank] [Signature Page Follows]. Deutsche Bank Fixed/Floating Rate Confirmation Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. DEUTSCHE BANK AG, NEW YORK BRANCH By: ________________________________________ Name: Title: By: ________________________________________ Name: Title: Deutsche Bank Fixed/Floating Rate Confirmation Accepted and confirmed as of the date first above written: GE COMMERCIAL EQUIPMENT FINANCING, L.L.C., SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By _____________________________________________ Name: Title: Deutsche Bank Fixed/Floating Rate Confirmation EX-4.L 15 y90513exv4wl.txt DEUTSCHE BACK CMT RATE CONFIRMATION Exhibit 4(l) CONFIRMATION Date: September 25, 2003 To: GE Commercial Equipment Financing, LLC, Series 2003-1 ("Party A") Attention: Manager, Conduit Administration From: Deutsche Bank, New York Branch ("Party B") Transaction Reference Number: N258123N The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the Master Agreement) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of September 25, 2003, as amended or supplemented from time to time (the "Master Agreement") between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below. The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Indenture, dated as of September 25, 2003, between Party A and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement, dated as of September 25, 2003, between Party A and General Electric Capital Corporation, as Servicer (the "Servicing Agreement"), each as amended or supplemented from time to time. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: CMT Rate Swap Notional Amount: With respect to any Interest Accrual Period, the product of (i) the aggregate Loan Value of Loans that bear interest based on a one-year constant treasury maturity index (the "CMT Rate Loans") as of the beginning of the calendar month in which the Interest Accrual Period commenced; and (ii) the lesser of (x) the quotient of (a) the Outstanding Principal Balance of the Notes immediately after the Payment Date on which such Interest Accrual Period commences; divided by (b) the Pool Balance as of the 1 beginning of the calendar month in which the Interest Accrual Period commenced and (y) 1.0. The Notional Amount for the first Interest Accrual Period is USD 30,771,522. Trade Date: September 19, 2003 Effective Date: September 25, 2003 Termination Date: The earlier of (i) the Payment Date occurring in November 2011; (ii) the Payment Date on which the aggregate outstanding Loan Values of the CMT Rate Loans is zero; (iii) the Payment Date on which the Outstanding Principal Balance of the Notes is reduced to zero and (iv) an Early Termination Date. Payment Date: One Business Day prior to the last day of each Interest Accrual Period. Calculation Period: Initially, the period from and including September 25, 2003 to but excluding, October 20, 2003, and for each period thereafter, from and including the twentieth day of each calendar month to and excluding the twentieth day of the next calendar month. Business Day Convention: Following Business Day: New York and London Party A Floating Rate Amounts: Party A Floating Rate Payer: Party A Party A Floating Rate Payer Payment Date: Each Payment Date Party A Floating Rate Payer Period End Dates: Last day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. Party A Floating Rate: CMT Rate "CMT Rate" means with respect to any Interest Accrual Period, a rate based upon the one-year constant treasury maturity index applicable to the CMT Loans as determined by Party A. Spread: 20bps (.20%) per annum Party A Floating Rate Day Count Fraction: 30/360 LIBOR Floating Rate Amounts: LIBOR Floating Rate Payer: Party B LIBOR Floating Rate Payer Payment Dates: Each Payment Date LIBOR Floating Rate Payer Period End Dates: The last day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. Reset Date: The first day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. LIBOR Floating Rate: USD-LIBOR-BBA Designated Maturity: One month Cap Rate: N/A LIBOR Floating Rate Day Count Fraction: Actual/360 Compounding: N/A Business Days: New York Calculation Agent: Party B Account Details Payments to Party A: To be provided in written instructions. Payments to Party B: To be provided in written instructions. (a) Other Provisions: In the event that there is a purchase by CEF Equipment Holdings, L.L.C. of all Loans owned by Party A pursuant to Section 6.1 of the Servicing Agreement, Party A shall assign all of its rights and obligations hereunder to General Electric Capital Sevices, Inc. [Rest of page intentionally left blank] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. DEUTSCHE BANK AG, NEW YORK BRANCH By: ___________________________________ Name: Title: By: ___________________________________ Name: Title: Accepted and confirmed as of the date first above written: GE COMMERCIAL EQUIPMENT FINANCING, L.L.C., SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By: _____________________________________ Name: Title: EX-4.M 16 y90513exv4wm.txt DEUTSCHE BANK CP RATE CONFIRMATION Exhibit 4(m) CONFIRMATION Date: September 25 2003 To: GE Commercial Equipment Financing, LLC, Series 2003-1 ("Party A") Attention: Manager, Conduit Administration From: Deutsche Bank, New York Branch ("Party B") Transaction Reference Number: N258123N The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the Master Agreement) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of September 25, 2003, as amended or supplemented from time to time (the "Master Agreement") between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below. The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Indenture, dated as of September 25, 2003, between Party A and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement, dated as of September 25, 2003, between Party A and General Electric Capital Corporation, as Servicer (the "Servicing Agreement"), each as amended or supplemented from time to time. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: CP Rate Swap Notional Amount: With respect to any Interest Accrual Period, the product of (i) the aggregate Loan Value of Loans that bear interest based on a 30-day commercial paper rate index (excluding Hybrid Loans, the "CP Rate Loans") as of the beginning of the calendar month in which the Interest Accrual Period commenced; and (ii) the lesser of (x) the quotient of (a) the Outstanding Principal Balance of the Notes immediately after the Payment Date on which such Interest Accrual Period commences; divided by (b) the Pool Balance as of the beginning of the calendar month in which the Interest Accrual Period commenced and (y) 1.0. The Notional Amount for the first Interest Accrual Period is USD 61,940,031. Trade Date: September 19, 2003 Effective Date: September 25, 2003 Termination Date: The earlier of (i) the Payment Date occurring in November 2011; (ii) the Payment Date on which the aggregate outstanding Loan Values of the CP Rate Loans is zero; (iii) the Payment Date on which the Outstanding Principal Balance of the Notes is reduced to zero and (iv) an Early Termination Date. Payment Date: One Business Day prior to the last day of each Interest Accrual Period. Calculation Period: Initially, the period from and including September 25, 2003 to but excluding, October 20, 2003, and for each period thereafter, from and including the twentieth day of each calendar month to and excluding the twentieth day of the next calendar month. Business Day Convention: Following Business Day: New York and London Party A Floating Rate Amounts: Party A Floating Rate Payer: Party A Party A Floating Payer Payment Date: Each Payment Date Party A Floating Rate Payer Period End Dates: Last day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. Party A Floating Rate: CP Rate "CP Rate" shall be equal to the rate listed for "1-Month" Commercial Paper (Non-Financial) under the column indicating the daily rate as stated in the Federal Reserve Statistical Release H.15 (519) published for the first Business Day of the calendar month in which the Interest Accrual Period commences. If, for any reason whatsoever, the Federal Reserve Statistical Release H.15 (519) is no longer published, the "CP Rate" shall be equal to the latest commercial paper rate for high grade unsecured notes of 30 days maturity sold through dealers by major corporation in multiples of $1,000 as indicated in the "Money Rate" column of the Wall Street Journal, Eastern Edition, published on the first Business Day of the calendar month in which the Interest Accrual Period commences. Spread: 26 bps (.26%) per annum Initial CP Setting: 1.03% Party A Floating Rate Day Count Fraction: Actual/360 LIBOR Floating Rate Amounts: LIBOR Floating Rate Payer: Party B LIBOR Floating Rate Payer Payment Dates: Each Payment Date LIBOR Floating Rate Payer Period End Dates: The last day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. Reset Date: The first day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. LIBOR Floating Rate: USD-LIBOR-BBA Designated Maturity: One month Cap Rate: N/A LIBOR Floating Rate Day Count Fraction: Actual/360 Compounding: N/A Business Days: New York Calculation Agent: Party B Account Details Payments to Party A: To be provided in written instructions. Payments to Party B: To be provided in written instructions. (a) Other Provisions: In the event that there is a purchase by CEF Equipment Holdings, L.L.C. of all Loans owned by Party A pursuant to Section 6.1 of the Servicing Agreement, Party A shall assign all of its rights and obligations hereunder to General Electric Capital Services, Inc. [Rest of page intentionally left blank] [Signature Page Follows]. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. DEUTSCHE BANK AG, NEW YORK BRANCH By: ______________________________________ Name: Title: By: ______________________________________ Name: Title: Accepted and confirmed as of the date first above written: GE COMMERCIAL EQUIPMENT FINANCING, L.L.C., SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By: _______________________________________ Name: Title: EX-4.N 17 y90513exv4wn.txt CP RATE REIMBURSEMENT AGREEMENT Exhibit 4(n) REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT (this "Reimbursement Agreement"), dated as of September 25, 2003, among GENERAL ELECTRIC CAPITAL SERVICES, INC. ("GECS"), and DEUTSCHE BANK AG, NEW YORK BRANCH (the "Counterparty"). RECITALS WHEREAS, the Counterparty has entered into a ISDA Master Agreement, dated as of September 25, 2003 (such agreement, as amended, supplemented or modified from time to time, the "Agreement"), with GE Commercial Equipment Financing, L.L.C., Series 2003-1 (the "Issuer") providing, among other things, for Issuer to make certain payments to Counterparty in connection with an interest rate swap transaction (the "Transaction") evidenced by the Agreement and by a Confirmation dated as of September 25, 2003, with Transaction Reference Number N258197N (the "Confirmation") made under the Agreement; capitalized terms used and not otherwise defined herein are used as defined (directly or by reference) in the Confirmation; WHEREAS, GECS is willing to enter into this Reimbursement Agreement to induce the Counterparty to enter into the Confirmation with Issuer; NOW, THEREFORE, GECS and the Counterparty hereby agree: SECTION 1. FAST-PAY AND SLOW-PAY ADJUSTMENTS. GECS and the Counterparty agree as follows: (a) Not less than two Business Days prior to each Payment Date or Early Termination Date under the Confirmation, GECS shall determine and notify the Calculation Agent of (i) the Notional Amount for purposes of determining the amounts payable under the Confirmation on such Payment Date or Early Termination Date and whether such Notional Amount is (A) less than the amount (the "Scheduled Notional Amount") shown in the "Average Balance" column on Exhibit A for the month immediately prior to the month in which such date occurs (in which case the absolute value of the difference is referred to as a "Fast-Pay Amount"), (B) equal to the Scheduled Notional Amount for such immediately prior Settlement Period (in which case there shall be no Fast-Pay Amount or Slow-Pay Amount for such Payment Date) or (C) greater than the Scheduled Notional Amount for such immediately prior Settlement Period (in which case the absolute value of the difference is referred to as a "Slow-Pay Amount"). GECS will provide to the Calculation Agent upon request any calculation requested by the Calculation Agent. (b) On any Payment Date or Early Termination Date with respect to which there exists any Fast-Pay Amount or Slow-Pay Amount, the Calculation Agent shall notify GECS of the amount (the "Fast-Pay Adjustment Amount" or "Slow-Pay Adjustment Amount", respectively) which would be payable (and by which party) under the Confirmation on such Payment Date or Early Termination Date if the Notional Amount used to determine payments due on such Payment Date or Early Termination Date were equal to the Fast-Pay Amount or Slow-Pay Amount, as applicable, and all other terms of the Confirmation remained unchanged. (c) On each Payment Date or Early Termination Date as to which there was a Fast-Pay Amount or Slow-Pay Amount, the parties hereto shall make the following payments, as applicable: (i) if there was a Fast-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by Issuer, then GECS shall pay to the Counterparty an amount equal to the applicable Fast-Pay Adjustment Amount; (ii) if there was a Fast-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by the Counterparty, then the Counterparty shall pay to GECS an amount equal to the applicable Fast-Pay Adjustment Amount; (iii) if there was a Slow-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by the Counterparty, then GECS shall pay to the Counterparty an amount equal to the applicable Slow-Pay Adjustment Amount; and (iv) if there was a Slow-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by Issuer, then the Counterparty shall pay to GECS an amount equal to the applicable Slow-Pay Adjustment Amount. SECTION 2. Payment Upon Early Termination. GECS and the Counterparty agree as follows: (a) In the event of a designation of an Early Termination Date as provided for in the Agreement, simultaneously with the calculations of amounts owed thereto, GECS shall notify the Calculation Agent of (i) any Fast Pay Amount or Slow Pay Amount (calculated in accordance with the methodology set forth in Section 1) and (ii) the net amount owed (and by which party) pursuant to subsection (i) above. (b) On the date determined in accordance with the Agreement in the event of an Early Termination Date, GECS and the Counterparty shall make the following payments: (i) In the event that the net amount calculated pursuant to clause (a) above is owed by the Counterparty to GECS, then the Counterparty shall promptly pay such amount to GECS in accordance with this Reimbursement Agreement. 2 (ii) In the event that the net amount calculated pursuant to clause (a) above is owed by GECS to the Counterparty, then the GECS, shall promptly pay such amount to the Counterparty in accordance with this Reimbursement Agreement. SECTION 3. MISCELLANEOUS. 3.1 NOTICES. All notices to GECS under this Reimbursement Agreement and copies of all notices of payment failure or other breaches by Issuer of the Confirmation sent to Issuer under the Agreement shall, until GECS furnishes written notice to the contrary, be mailed or delivered to GECS at 3001 Summer Street, 2(nd) Floor, Stamford, Connecticut 06927, and directed to the attention of the Portfolio Manager. 3.2 GOVERNING LAW. This Reimbursement Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, United States of America. 3.3 CONSENT TO JURISDICTION. 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 OR ANY RELATED DOCUMENT; 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. 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. 3.4 WAIVER OF JURY TRIAL. 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 ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 3 3.5 INTERPRETATION. The headings of the sections and other subdivisions of this Reimbursement Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof. 3.6 ATTORNEY'S COST. Each party agrees to pay all reasonable attorney's fees and disbursements and all other reasonable and actual costs and expenses which may be incurred by the other party in the enforcement of this Reimbursement Agreement. 3.7 NO SET-OFF. The Counterparty hereby waives any right to set-off, combine, consolidate, or otherwise appropriate and apply, any indebtedness at any time held or owing by the Counterparty under any agreements other than this Reimbursement Agreement against, or on account of, any obligations or liabilities of GECS under this Reimbursement Agreement; provided, however, that nothing contained in this Section 3.7 shall constitute the waiver by any party of any right to set-off, combine, consolidate or otherwise appropriate and apply any indebtedness at any time held or owing by such party against, or on account of, any obligations or liabilities of the other party that such party may have by operation of law. 3.8 CURRENCY OF PAYMENT. Any payment to be made by GECS or Counterparty pursuant to this Reimbursement Agreement shall be made in the same currency as designated for payment in the Confirmation and such designation of the currency of payment is of the essence. 3.9 TRANSFER. Neither this Reimbursement Agreement nor any interest or obligation in or under this Reimbursement Agreement may be transferred (whether by way of security or otherwise) by any party hereto without the prior written consent of the other parties hereto, except that the Counterparty or Issuer may, without the consent of the other parties hereto, transfer its interest in this Reimbursement Agreement to any person or entity to which any interest or obligation in or under the Confirmation is transferred in a manner that is not inconsistent with the Agreement. GECS's obligations under this Reimbursement Agreement shall continue notwithstanding any transfer by Issuer in accordance with the Agreement of its rights and/or obligations under the Confirmation or the Agreement as it relates to the Transaction, and the term "Issuer" as used herein shall be deemed to refer to any transferee of Issuer's rights and/or obligations under the Confirmation or the Agreement as it relates to the Transaction. 3.10 NETTING. Notwithstanding any provision herein to the contrary, all amounts payable on the same date by (or to) GECS to (or from) the Counterparty hereunder or under Other Reimbursement Agreements (as defined below) shall be netted such that each such party's obligation to make payment on any such date will be automatically satisfied and discharged and (if the aggregate amount that would otherwise have been payable by GECS or the Counterparty exceeds the aggregate amount that otherwise have been payable by the Counterparty or GECS, respectively) replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to such other party the excess of the larger aggregate amount over the smaller aggregate amount. "Other Reimbursement Agreements" means the two other Reimbursement Agreements, dated as of the date here of, between GECS and the Counterparty which relate to Transactions with Transaction Reference Numbers N258043N and N258123N. 3.11 AUTHORITY. Both parties represent that: 4 (a) The execution, delivery and performance of this Reimbursement Agreement have been and remain duly authorized by all necessary corporate action and do not contravene any provision of it's certificate of incorporation or by-laws, as amended to date, or any law, regulations, rule, decree, order, judgement or contractual restriction binding on it or its assets; and (b) This Reimbursement Agreement constitutes a legal, valid and binding obligation of such party enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors rights and to general equity principals. 3.12 AMENDMENT. No amendment, modification or waiver in respect of this Reimbursement Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. 3.13 COUNTERPARTS. This Reimbursement Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. NON-PETITION. Counterparty and GECS each hereby covenant and agree that, prior to the date which is one year and one day after the payment in full by Issuer of the Class A Notes and the Class B Notes, it will not institute against Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States, provided that nothing shall limit Counterparty's rights against GECS, or GECS rights against Counterparty, for claims arising under this Reimbursement Agreement. 5 IN WITNESS of the foregoing, GECS and the Counterparty have caused their respective duly authorized officers to execute this Reimbursement Agreement as of the date first above written. GENERAL ELECTRIC CAPITAL SERVICES, INC. By: _____________________________________ Name: Title: Deutsche Bank CP Rate Reimbursement S-1 DEUTSCHE BANK AG, NEW YORK BRANCH By: _____________________________________ Name: Title: By: _____________________________________ Name: Title: Deutsche Bank CP Rate Reimbursement S-2 EXHIBIT A AMORTIZATION SCHEDULE

- -------------------------------------------------------- AVERAGE BALANCE - -------------------------------------------------------- FROM TO - -------------------------------------------------------- (Including) (Including) - -------------------------------------------------------- - -------------------------------------------------------- 09/25/2003 10/20/2003 61,940,031 - -------------------------------------------------------- 10/20/2003 11/20/2003 58,907,505 - -------------------------------------------------------- 11/20/2003 12/20/2003 56,671,985 - -------------------------------------------------------- 12/20/2003 01/20/2004 54,489,886 - -------------------------------------------------------- 01/20/2004 02/20/2004 52,348,269 - -------------------------------------------------------- 02/20/2004 03/20/2004 50,266,831 - -------------------------------------------------------- 03/20/2004 04/20/2004 48,507,912 - -------------------------------------------------------- 04/20/2004 05/20/2004 46,778,302 - -------------------------------------------------------- 05/20/2004 06/20/2004 45,018,179 - -------------------------------------------------------- 06/20/2004 07/20/2004 43,149,634 - -------------------------------------------------------- 07/20/2004 08/20/2004 41,311,892 - -------------------------------------------------------- 08/20/2004 09/20/2004 39,545,767 - -------------------------------------------------------- 09/20/2004 10/20/2004 37,813,766 - -------------------------------------------------------- 10/20/2004 11/20/2004 36,091,649 - -------------------------------------------------------- 11/20/2004 12/20/2004 34,404,027 - -------------------------------------------------------- 12/20/2004 01/20/2005 32,747,761 - -------------------------------------------------------- 01/20/2005 02/20/2005 31,210,233 - -------------------------------------------------------- 02/20/2005 03/20/2005 29,712,617 - -------------------------------------------------------- 03/20/2005 04/20/2005 28,501,986 - -------------------------------------------------------- 04/20/2005 05/20/2005 27,315,485 - -------------------------------------------------------- 05/20/2005 06/20/2005 26,042,826 - -------------------------------------------------------- 06/20/2005 07/20/2005 24,675,556 - -------------------------------------------------------- 07/20/2005 08/20/2005 23,351,129 - -------------------------------------------------------- 08/20/2005 09/20/2005 22,161,187 - -------------------------------------------------------- 09/20/2005 10/20/2005 20,997,605 - -------------------------------------------------------- 10/20/2005 11/20/2005 19,849,809 - -------------------------------------------------------- 11/20/2005 12/20/2005 18,725,627 - -------------------------------------------------------- 12/20/2005 01/20/2006 17,660,704 - -------------------------------------------------------- 01/20/2006 02/20/2006 16,687,703 - -------------------------------------------------------- 02/20/2006 03/20/2006 15,748,798 - -------------------------------------------------------- 03/20/2006 04/20/2006 14,951,212 - -------------------------------------------------------- 04/20/2006 05/20/2006 14,170,763 - -------------------------------------------------------- 05/20/2006 06/20/2006 13,416,843 - -------------------------------------------------------- 06/20/2006 07/20/2006 12,586,184 - -------------------------------------------------------- 07/20/2006 08/20/2006 11,772,033 - -------------------------------------------------------- 08/20/2006 09/20/2006 10,975,004 - -------------------------------------------------------- 09/20/2006 10/20/2006 10,196,390 - --------------------------------------------------------

A-1 - -------------------------------------------------------- 10/20/2006 11/20/2006 9,436,379 - -------------------------------------------------------- 11/20/2006 12/20/2006 8,693,613 - -------------------------------------------------------- 12/20/2006 01/20/2007 7,965,455 - -------------------------------------------------------- 01/20/2007 02/20/2007 7,192,936 - -------------------------------------------------------- 02/20/2007 03/20/2007 6,519,637 - -------------------------------------------------------- 03/20/2007 04/20/2007 5,964,204 - -------------------------------------------------------- 04/20/2007 05/20/2007 5,419,463 - -------------------------------------------------------- 05/20/2007 06/20/2007 4,874,005 - -------------------------------------------------------- 06/20/2007 07/20/2007 4,309,909 - -------------------------------------------------------- 07/20/2007 08/20/2007 3,762,467 - -------------------------------------------------------- 08/20/2007 09/20/2007 3,240,721 - -------------------------------------------------------- 09/20/2007 10/20/2007 2,742,172 - -------------------------------------------------------- 10/20/2007 11/20/2007 2,258,918 - -------------------------------------------------------- 11/20/2007 12/20/2007 1,788,576 - -------------------------------------------------------- 12/20/2007 01/20/2008 1,329,375 - -------------------------------------------------------- 01/20/2008 02/20/2008 927,326 - -------------------------------------------------------- 02/20/2008 03/20/2008 544,489 - -------------------------------------------------------- 03/20/2008 04/20/2008 267,802 - -------------------------------------------------------- 04/20/2008 05/20/2008 16,201 - -------------------------------------------------------- A-2 EX-4.O 18 y90513exv4wo.txt FIXED/FLOATING RATE REIMBURSEMENT AGREEMENT Exhibit 4(o) REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT (this "Reimbursement Agreement"), dated as of September 25, 2003, among GENERAL ELECTRIC CAPITAL SERVICES, INC. ("GECS"), and DEUTSCHE BANK AG, NEW YORK BRANCH (the "Counterparty"). RECITALS WHEREAS, the Counterparty has entered into a ISDA Master Agreement, dated as of September 25, 2003 (such agreement, as amended, supplemented or modified from time to time, the "Agreement"), with GE Commercial Equipment Financing, L.L.C., Series 2003-1 (the "Issuer") providing, among other things, for Issuer to make certain payments to Counterparty in connection with an interest rate swap transaction (the "Transaction") evidenced by the Agreement and by a Confirmation dated as of September 25, 2003, with Transaction Reference Number N258043N (the "Confirmation") made under the Agreement; capitalized terms used and not otherwise defined herein are used as defined (directly or by reference) in the Confirmation; WHEREAS, GECS is willing to enter into this Reimbursement Agreement to induce the Counterparty to enter into the Confirmation with Issuer; NOW, THEREFORE, GECS and the Counterparty hereby agree: SECTION 1. FAST-PAY AND SLOW-PAY ADJUSTMENTS. GECS and the Counterparty agree as follows: (a) Not less than two Business Days prior to each Payment Date or Early Termination Date under the Confirmation, GECS shall determine and notify the Calculation Agent of (i) the Notional Amount for purposes of determining the amounts payable under the Confirmation on such Payment Date or Early Termination Date and whether such Notional Amount is (A) less than the amount (the "Scheduled Notional Amount") shown in the "Average Balance" column on Exhibit A for the month immediately prior to the month in which such date occurs (in which case the absolute value of the difference is referred to as a "Fast-Pay Amount"), (B) equal to the Scheduled Notional Amount for such immediately prior Settlement Period (in which case there shall be no Fast-Pay Amount or Slow-Pay Amount for such Payment Date) or (C) greater than the Scheduled Notional Amount for such immediately prior Settlement Period (in which case the absolute value of the difference is referred to as a "Slow-Pay Amount"). GECS will provide to the Calculation Agent upon request any calculation requested by the Calculation Agent. (b) On any Payment Date or Early Termination Date with respect to which there exists any Fast-Pay Amount or Slow-Pay Amount, the Calculation Agent shall notify GECS of the amount (the "Fast-Pay Adjustment Amount" or "Slow-Pay Adjustment Amount", respectively) which would be payable (and by which party) under the Confirmation on such Payment Date or Early Termination Date if the Notional Amount used to determine payments due on such Payment Date or Early Termination Date were equal to the Fast-Pay Amount or Slow-Pay Amount, as applicable, and all other terms of the Confirmation remained unchanged. (c) On each Payment Date or Early Termination Date as to which there was a Fast-Pay Amount or Slow-Pay Amount, the parties hereto shall make the following payments, as applicable: (i) if there was a Fast-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by Issuer, then GECS shall pay to the Counterparty an amount equal to the applicable Fast-Pay Adjustment Amount; (ii) if there was a Fast-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by the Counterparty, then the Counterparty shall pay to GECS an amount equal to the applicable Fast-Pay Adjustment Amount; (iii) if there was a Slow-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by the Counterparty, then GECS shall pay to the Counterparty an amount equal to the applicable Slow-Pay Adjustment Amount; and (iv) if there was a Slow-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by Issuer, then the Counterparty shall pay to GECS an amount equal to the applicable Slow-Pay Adjustment Amount. SECTION 2. Payment Upon Early Termination. GECS and the Counterparty agree as follows: (a) In the event of a designation of an Early Termination Date as provided for in the Agreement, simultaneously with the calculations of amounts owed thereto, GECS shall notify the Calculation Agent of (i) any Fast Pay Amount or Slow Pay Amount (calculated in accordance with the methodology set forth in Section 1) and (ii) the net amount owed (and by which party) pursuant to subsection (i) above. (b) On the date determined in accordance with the Agreement in the event of an Early Termination Date, GECS and the Counterparty shall make the following payments: (i) In the event that the net amount calculated pursuant to clause (a) above is owed by the Counterparty to GECS, then the Counterparty shall promptly pay such amount to GECS in accordance with this Reimbursement Agreement. 2 (ii) In the event that the net amount calculated pursuant to clause (a) above is owed by GECS to the Counterparty, then the GECS, shall promptly pay such amount to the Counterparty in accordance with this Reimbursement Agreement. SECTION 3. MISCELLANEOUS. 3.1 NOTICES. All notices to GECS under this Reimbursement Agreement and copies of all notices of payment failure or other breaches by Issuer of the Confirmation sent to Issuer under the Agreement shall, until GECS furnishes written notice to the contrary, be mailed or delivered to GECS at 3001 Summer Street, 2nd Floor, Stamford, Connecticut 06927, and directed to the attention of the Portfolio Manager. 3.2 GOVERNING LAW. This Reimbursement Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, United States of America. 3.3 CONSENT TO JURISDICTION. 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 OR ANY RELATED DOCUMENT; 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. 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. 3.4 WAIVER OF JURY TRIAL. 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 ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 3 3.5 INTERPRETATION. The headings of the sections and other subdivisions of this Reimbursement Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof. 3.6 ATTORNEY'S COST. Each party agrees to pay all reasonable attorney's fees and disbursements and all other reasonable and actual costs and expenses which may be incurred by the other party in the enforcement of this Reimbursement Agreement. 3.7 NO SET-OFF. The Counterparty hereby waives any right to set-off, combine, consolidate, or otherwise appropriate and apply, any indebtedness at any time held or owing by the Counterparty under any agreements other than this Reimbursement Agreement against, or on account of, any obligations or liabilities of GECS under this Reimbursement Agreement; provided, however, that nothing contained in this Section 3.7 shall constitute the waiver by any party of any right to set-off, combine, consolidate or otherwise appropriate and apply any indebtedness at any time held or owing by such party against, or on account of, any obligations or liabilities of the other party that such party may have by operation of law. 3.8 CURRENCY OF PAYMENT. Any payment to be made by GECS or Counterparty pursuant to this Reimbursement Agreement shall be made in the same currency as designated for payment in the Confirmation and such designation of the currency of payment is of the essence. 3.9 TRANSFER. Neither this Reimbursement Agreement nor any interest or obligation in or under this Reimbursement Agreement may be transferred (whether by way of security or otherwise) by any party hereto without the prior written consent of the other parties hereto, except that the Counterparty or Issuer may, without the consent of the other parties hereto, transfer its interest in this Reimbursement Agreement to any person or entity to which any interest or obligation in or under the Confirmation is transferred in a manner that is not inconsistent with the Agreement. GECS's obligations under this Reimbursement Agreement shall continue notwithstanding any transfer by Issuer in accordance with the Agreement of its rights and/or obligations under the Confirmation or the Agreement as it relates to the Transaction, and the term "Issuer" as used herein shall be deemed to refer to any transferee of Issuer's rights and/or obligations under the Confirmation or the Agreement as it relates to the Transaction. 3.10 NETTING. Notwithstanding any provision herein to the contrary, all amounts payable on the same date by (or to) GECS to (or from) the Counterparty hereunder or under Other Reimbursement Agreements (as defined below) shall be netted such that each such party's obligation to make payment on any such date will be automatically satisfied and discharged and (if the aggregate amount that would otherwise have been payable by GECS or the Counterparty exceeds the aggregate amount that otherwise have been payable by the Counterparty or GECS, respectively) replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to such other party the excess of the larger aggregate amount over the smaller aggregate amount. "Other Reimbursement Agreements" means the two other Reimbursement Agreements, dated as of the date here of, between GECS and the Counterparty which relate to Transactions with Transaction Reference Numbers N258123N and N258197N. 3.11 AUTHORITY. Both parties represent that: 4 (a) The execution, delivery and performance of this Reimbursement Agreement have been and remain duly authorized by all necessary corporate action and do not contravene any provision of it's certificate of incorporation or by-laws, as amended to date, or any law, regulations, rule, decree, order, judgement or contractual restriction binding on it or its assets; and (b) This Reimbursement Agreement constitutes a legal, valid and binding obligation of such party enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors rights and to general equity principals. 3.12 AMENDMENT. No amendment, modification or waiver in respect of this Reimbursement Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. 3.13 COUNTERPARTS. This Reimbursement Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. NON-PETITION. Counterparty and GECS each hereby covenant and agree that, prior to the date which is one year and one day after the payment in full by Issuer of the Class A Notes and the Class B Notes, it will not institute against Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States, provided that nothing shall limit Counterparty's rights against GECS, or GECS rights against Counterparty, for claims arising under this Reimbursement Agreement. 5 IN WITNESS of the foregoing, GECS and the Counterparty have caused their respective duly authorized officers to execute this Reimbursement Agreement as of the date first above written. GENERAL ELECTRIC CAPITAL SERVICES, INC. By: ___________________________________ Name: Title: Deutsche Bank Fixed/Floating Rate Reimbursement S-1 DEUTSCHE BANK AG, NEW YORK BRANCH By: ___________________________________ Name: Title: By: ___________________________________ Name: Title: Deutsche Bank Fixed/Floating Rate Reimbursement S-2 \ EXHIBIT A AMORTIZATION SCHEDULE

- -------------------------------------------------------- AVERAGE BALANCE - -------------------------------------------------------- FROM TO - -------------------------------------------------------- (Including) (Including) - -------------------------------------------------------- - -------------------------------------------------------- 09/25/2003 10/20/2003 187,562,824 - -------------------------------------------------------- 10/20/2003 11/20/2003 177,858,106 - -------------------------------------------------------- 11/20/2003 12/20/2003 171,279,731 - -------------------------------------------------------- 12/20/2003 01/20/2004 165,167,324 - -------------------------------------------------------- 01/20/2004 02/20/2004 159,138,811 - -------------------------------------------------------- 02/20/2004 03/20/2004 152,934,530 - -------------------------------------------------------- 03/20/2004 04/20/2004 147,307,719 - -------------------------------------------------------- 04/20/2004 05/20/2004 141,739,479 - -------------------------------------------------------- 05/20/2004 06/20/2004 135,730,332 - -------------------------------------------------------- 06/20/2004 07/20/2004 130,115,114 - -------------------------------------------------------- 07/20/2004 08/20/2004 124,569,605 - -------------------------------------------------------- 08/20/2004 09/20/2004 118,676,093 - -------------------------------------------------------- 09/20/2004 10/20/2004 113,358,775 - -------------------------------------------------------- 10/20/2004 11/20/2004 108,010,166 - -------------------------------------------------------- 11/20/2004 12/20/2004 102,508,577 - -------------------------------------------------------- 12/20/2004 01/20/2005 97,607,407 - -------------------------------------------------------- 01/20/2005 02/20/2005 92,647,660 - -------------------------------------------------------- 02/20/2005 03/20/2005 87,960,795 - -------------------------------------------------------- 03/20/2005 04/20/2005 83,917,316 - -------------------------------------------------------- 04/20/2005 05/20/2005 79,987,905 - -------------------------------------------------------- 05/20/2005 06/20/2005 75,719,663 - -------------------------------------------------------- 06/20/2005 07/20/2005 71,801,898 - -------------------------------------------------------- 07/20/2005 08/20/2005 67,981,817 - -------------------------------------------------------- 08/20/2005 09/20/2005 63,901,597 - -------------------------------------------------------- 09/20/2005 10/20/2005 60,297,749 - -------------------------------------------------------- 10/20/2005 11/20/2005 56,738,118 - -------------------------------------------------------- 11/20/2005 12/20/2005 52,989,372 - -------------------------------------------------------- 12/20/2005 01/20/2006 49,692,021 - -------------------------------------------------------- 01/20/2006 02/20/2006 46,518,894 - -------------------------------------------------------- 02/20/2006 03/20/2006 43,375,196 - -------------------------------------------------------- 03/20/2006 04/20/2006 40,742,939 - -------------------------------------------------------- 04/20/2006 05/20/2006 38,057,488 - -------------------------------------------------------- 05/20/2006 06/20/2006 35,498,081 - -------------------------------------------------------- 06/20/2006 07/20/2006 32,834,139 - -------------------------------------------------------- 07/20/2006 08/20/2006 30,327,185 - -------------------------------------------------------- 08/20/2006 09/20/2006 27,910,938 - -------------------------------------------------------- 09/20/2006 10/20/2006 25,555,760 - --------------------------------------------------------

A-1 - -------------------------------------------------------- - -------------------------------------------------------- 10/20/2006 11/20/2006 23,276,720 - -------------------------------------------------------- 11/20/2006 12/20/2006 21,046,220 - -------------------------------------------------------- 12/20/2006 01/20/2007 18,943,478 - -------------------------------------------------------- 01/20/2007 02/20/2007 17,005,510 - -------------------------------------------------------- 02/20/2007 03/20/2007 14,919,535 - -------------------------------------------------------- 03/20/2007 04/20/2007 13,532,546 - -------------------------------------------------------- 04/20/2007 05/20/2007 12,001,092 - -------------------------------------------------------- 05/20/2007 06/20/2007 10,458,247 - -------------------------------------------------------- 06/20/2007 07/20/2007 9,203,676 - -------------------------------------------------------- 07/20/2007 08/20/2007 7,952,262 - -------------------------------------------------------- 08/20/2007 09/20/2007 6,840,530 - -------------------------------------------------------- 09/20/2007 10/20/2007 5,775,184 - -------------------------------------------------------- 10/20/2007 11/20/2007 4,722,959 - -------------------------------------------------------- 11/20/2007 12/20/2007 3,725,976 - -------------------------------------------------------- 12/20/2007 01/20/2008 2,764,124 - -------------------------------------------------------- 01/20/2008 02/20/2008 1,905,298 - -------------------------------------------------------- 02/20/2008 03/20/2008 1,082,693 - -------------------------------------------------------- 03/20/2008 04/20/2008 510,169 - -------------------------------------------------------- 04/20/2008 05/20/2008 29,618 - -------------------------------------------------------- A-2 EX-4.P 19 y90513exv4wp.txt CMT RATE REIMBURSEMENT AGREEMENT Exhibit 4(p) REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT (this "Reimbursement Agreement"), dated as of September 25, 2003, among GENERAL ELECTRIC CAPITAL SERVICES, INC. ("GECS"), and DEUTSCHE BANK AG, NEW YORK BRANCH (the "Counterparty"). RECITALS WHEREAS, the Counterparty has entered into a ISDA Master Agreement, dated as of September 25, 2003 (such agreement, as amended, supplemented or modified from time to time, the "Agreement"), with GE Commercial Equipment Financing, L.L.C., Series 2003-1 (the "Issuer") providing, among other things, for Issuer to make certain payments to Counterparty in connection with an interest rate swap transaction (the "Transaction") evidenced by the Agreement and by a Confirmation dated as of September 25, 2003, with Transaction Reference Number N258123N (the "Confirmation") made under the Agreement; capitalized terms used and not otherwise defined herein are used as defined (directly or by reference) in the Confirmation; WHEREAS, GECS is willing to enter into this Reimbursement Agreement to induce the Counterparty to enter into the Confirmation with Issuer; NOW, THEREFORE, GECS and the Counterparty hereby agree: SECTION 1.FAST-PAY AND SLOW-PAY ADJUSTMENTS. GECS and the Counterparty agree as follows: (a) Not less than two Business Days prior to each Payment Date or Early Termination Date under the Confirmation, GECS shall determine and notify the Calculation Agent of (i) the Notional Amount for purposes of determining the amounts payable under the Confirmation on such Payment Date or Early Termination Date and whether such Notional Amount is (A) less than the amount (the "Scheduled Notional Amount") shown in the "Average Balance" column on Exhibit A for the month immediately prior to the month in which such date occurs (in which case the absolute value of the difference is referred to as a "Fast-Pay Amount"), (B) equal to the Scheduled Notional Amount for such immediately prior Settlement Period (in which case there shall be no Fast-Pay Amount or Slow-Pay Amount for such Payment Date) or (C) greater than the Scheduled Notional Amount for such immediately prior Settlement Period (in which case the absolute value of the difference is referred to as a "Slow-Pay Amount"). GECS will provide to the Calculation Agent upon request any calculation requested by the Calculation Agent. (b) On any Payment Date or Early Termination Date with respect to which there exists any Fast-Pay Amount or Slow-Pay Amount, the Calculation Agent shall notify GECS of the amount (the "Fast-Pay Adjustment Amount" or "Slow-Pay Adjustment Amount", respectively) which would be payable (and by which party) under the Confirmation on such Payment Date or Early Termination Date if the Notional Amount used to determine payments due on such Payment Date or Early Termination Date were equal to the Fast-Pay Amount or Slow-Pay Amount, as applicable, and all other terms of the Confirmation remained unchanged. (c) On each Payment Date or Early Termination Date as to which there was a Fast-Pay Amount or Slow-Pay Amount, the parties hereto shall make the following payments, as applicable: (i) if there was a Fast-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by Issuer, then GECS shall pay to the Counterparty an amount equal to the applicable Fast-Pay Adjustment Amount; (ii) if there was a Fast-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by the Counterparty, then the Counterparty shall pay to GECS an amount equal to the applicable Fast-Pay Adjustment Amount; (iii) if there was a Slow-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by the Counterparty, then GECS shall pay to the Counterparty an amount equal to the applicable Slow-Pay Adjustment Amount; and (iv) if there was a Slow-Pay Amount with respect to such Payment Date or Early Termination Date, and the actual net payment due under the Confirmation on such Payment Date or Early Termination Date was owed by Issuer, then the Counterparty shall pay to GECS an amount equal to the applicable Slow-Pay Adjustment Amount. SECTION 2. Floating Rate Basis Adjustments. GECS and the Counterparty agree as follows: (a) Not less than two Business Days prior to each Payment Date or Early Termination Date, GECS shall notify the Calculation Agent of the Party A Floating Rate applicable under the Confirmation (the "CMT Rate") for purposes of determining the amount payable on such Payment Date or Early Termination Date. GECS will provide to the Calculation Agent upon request any calculation so requested by the Calculation Agent. (b) On each Payment Date or Early Termination Date, the Calculation Agent shall notify GECS of the amount which would have been payable (and by which party) on such Payment Date or Early Termination Date pursuant to a hypothetical basis swap transaction executed under the Agreement (the "Hypothetical Basis Swap") on the same terms as the Confirmation, except that (i) the notional amount of such swap amortizes as set out in the "Average Balance" column on Exhibit A attached hereto, (ii) instead of the CMT Rate plus a Spread, (as set forth in the Confirmation), the Issuer was required to 2 make payments based upon USD-LIBOR-BBA with a Designated Maturity of twelve months (as defined in the 2000 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.), minus a spread of 18.5 basis points (.185%), and a Reset Date (as defined in the Confirmation but only applicable semi-annually on the February and August Reset Dates, instead of monthly) and (iii) instead of USD-LIBOR-BBA with a Designated Maturity of one month, the Counterparty was required to make payments based upon the CMT Rate plus a Spread (as set forth in the Confirmation). (c) On each Payment Date or Early Termination Date, (i) GECS shall pay to the Counterparty an amount equal to any net amount that would have been payable by the Issuer to the Counterparty under the Hypothetical Basis Swap on such Payment Date or Early Termination Date, and (ii) the Counterparty shall pay to GECS an amount equal to any net amount that would have been payable by the Counterparty to the Issuer under the Hypothetical Basis Swap on such Payment Date or Early Termination Date. SECTION 3. Payment Upon Early Termination. GECS and the Counterparty agree as follows: (a) In the event of a designation of an Early Termination Date as provided for in the Agreement, simultaneously with the calculations of amounts owed thereto, GECS shall notify the Calculation Agent of (i) any Fast Pay Amount or Slow Pay Amount (calculated in accordance with the methodology set forth in Section 1), (ii) the amount which would be payable under the Hypothetical Basis Swap (calculated in accordance with the methodology set forth in Section 2) and (iii) the net amount owed (and by which party) pursuant to subsection (i) above. (b) On the date determined in accordance with the Agreement in the event of an Early Termination Date, GECS and the Counterparty shall make the following payments: (i) In the event that the net amount calculated pursuant to clause (a) above is owed by the Counterparty to GECS, then the Counterparty shall promptly pay such amount to GECS in accordance with this Reimbursement Agreement. (ii) In the event that the net amount calculated pursuant to clause (a) above is owed by GECS to the Counterparty, then the GECS, shall promptly pay such amount to the Counterparty in accordance with this Reimbursement Agreement. SECTION 4. MISCELLANEOUS. 4.1 NOTICES. All notices to GECS under this Reimbursement Agreement and copies of all notices of payment failure or other breaches by Issuer of the Confirmation sent to Issuer under the Agreement shall, until GECS furnishes written notice to the contrary, be mailed or delivered to GECS at 3001 Summer Street, 2nd Floor, Stamford, Connecticut 06927, and directed to the attention of the Portfolio Manager. 3 4.2 GOVERNING LAW. This Reimbursement Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, United States of America. 4.3 CONSENT TO JURISDICTION. 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 OR ANY RELATED DOCUMENT; 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. 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. 4.4 WAIVER OF JURY TRIAL. 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 ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 4.5 INTERPRETATION. The headings of the sections and other subdivisions of this Reimbursement Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof. 4.6 ATTORNEY'S COST. Each party agrees to pay all reasonable attorney's fees and disbursements and all other reasonable and actual costs and expenses which may be incurred by the other party in the enforcement of this Reimbursement Agreement. 4.7 NO SET-OFF. The Counterparty hereby waives any right to set-off, combine, consolidate, or otherwise appropriate and apply, any indebtedness at any time held or owing by the Counterparty under any agreements other than this Reimbursement Agreement against, or on account of, any obligations or liabilities of GECS under this Reimbursement Agreement; provided, however, that nothing contained in this Section 4.7 shall constitute the waiver by any party of any right to set-off, combine, consolidate or otherwise appropriate and apply any indebtedness at any time held 4 or owing by such party against, or on account of, any obligations or liabilities of the other party that such party may have by operation of law. 4.8 CURRENCY OF PAYMENT. Any payment to be made by GECS or Counterparty pursuant to this Reimbursement Agreement shall be made in the same currency as designated for payment in the Confirmation and such designation of the currency of payment is of the essence. 4.9 TRANSFER. Neither this Reimbursement Agreement nor any interest or obligation in or under this Reimbursement Agreement may be transferred (whether by way of security or otherwise) by any party hereto without the prior written consent of the other parties hereto, except that the Counterparty or Issuer may, without the consent of the other parties hereto, transfer its interest in this Reimbursement Agreement to any person or entity to which any interest or obligation in or under the Confirmation is transferred in a manner that is not inconsistent with the Agreement. GECS's obligations under this Reimbursement Agreement shall continue notwithstanding any transfer by Issuer in accordance with the Agreement of its rights and/or obligations under the Confirmation or the Agreement as it relates to the Transaction, and the term "Issuer" as used herein shall be deemed to refer to any transferee of Issuer's rights and/or obligations under the Confirmation or the Agreement as it relates to the Transaction. 4.10 NETTING. Notwithstanding any provision herein to the contrary, all amounts payable on the same date by (or to) GECS to (or from) the Counterparty hereunder or under Other Reimbursement Agreements (as defined below) shall be netted such that each such party's obligation to make payment on any such date will be automatically satisfied and discharged and (if the aggregate amount that would otherwise have been payable by GECS or the Counterparty exceeds the aggregate amount that otherwise have been payable by the Counterparty or GECS, respectively) replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to such other party the excess of the larger aggregate amount over the smaller aggregate amount. "Other Reimbursement Agreements" means the two other Reimbursement Agreements, dated as of the date here of, between GECS and the Counterparty which relate to Transactions with Transaction Reference Numbers N258043N and N258197N. 4.11 AUTHORITY. Both parties represent that: (a) The execution, delivery and performance of this Reimbursement Agreement have been and remain duly authorized by all necessary corporate action and do not contravene any provision of it's certificate of incorporation or by-laws, as amended to date, or any law, regulations, rule, decree, order, judgement or contractual restriction binding on it or its assets; and (b) This Reimbursement Agreement constitutes a legal, valid and binding obligation of such party enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors rights and to general equity principals. 4.12 AMENDMENT. No amendment, modification or waiver in respect of this Reimbursement Agreement will be effective unless in writing (including a writing evidenced by a facsimile 5 transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. 4.13 COUNTERPARTS. This Reimbursement Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. 4.14 NON-PETITION. Counterparty and GECS each hereby covenant and agree that, prior to the date which is one year and one day after the payment in full by Issuer of the Class A Notes and the Class B Notes, it will not institute against Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States, provided that nothing shall limit Counterparty's rights against GECS, or GECS rights against Counterparty, for claims arising under this Reimbursement Agreement. 6 IN WITNESS of the foregoing, GECS and the Counterparty have caused their respective duly authorized officers to execute this Reimbursement Agreement as of the date first above written. GENERAL ELECTRIC CAPITAL SERVICES, INC. By:______________________________________ Name: Title: Deutsche Bank CMT Rate Reimbursement S-1 DEUTSCHE BANK AG, NEW YORK BRANCH By:______________________________________ Name: Title: By:______________________________________ Name: Title: Deutsche Bank CMT Rate Reimbursement S-2 EXHIBIT A AMORTIZATION SCHEDULE

AVERAGE BALANCE - --------------------------------------------------------- FROM TO (Including) (Including) - --------------------------------------------------------- 09/25/2003 10/20/2003 30,771,522 - --------------------------------------------------------- 10/20/2003 11/20/2003 28,985,199 - --------------------------------------------------------- 11/20/2003 12/20/2003 27,673,053 - --------------------------------------------------------- 12/20/2003 01/20/2004 26,401,751 - --------------------------------------------------------- 01/20/2004 02/20/2004 25,160,469 - --------------------------------------------------------- 02/20/2004 03/20/2004 23,941,147 - --------------------------------------------------------- 03/20/2004 04/20/2004 22,866,947 - --------------------------------------------------------- 04/20/2004 05/20/2004 21,826,559 - --------------------------------------------------------- 05/20/2004 06/20/2004 20,792,213 - --------------------------------------------------------- 06/20/2004 07/20/2004 19,754,830 - --------------------------------------------------------- 07/20/2004 08/20/2004 18,769,683 - --------------------------------------------------------- 08/20/2004 09/20/2004 17,795,383 - --------------------------------------------------------- 09/20/2004 10/20/2004 16,858,018 - --------------------------------------------------------- 10/20/2004 11/20/2004 15,933,528 - --------------------------------------------------------- 11/20/2004 12/20/2004 14,622,015 - --------------------------------------------------------- 12/20/2004 01/20/2005 13,658,688 - --------------------------------------------------------- 01/20/2005 02/20/2005 12,840,188 - --------------------------------------------------------- 02/20/2005 03/20/2005 12,050,754 - --------------------------------------------------------- 03/20/2005 04/20/2005 11,186,845 - --------------------------------------------------------- 04/20/2005 05/20/2005 10,362,576 - --------------------------------------------------------- 05/20/2005 06/20/2005 9,641,380 - --------------------------------------------------------- 06/20/2005 07/20/2005 8,936,622 - --------------------------------------------------------- 07/20/2005 08/20/2005 8,262,120 - --------------------------------------------------------- 08/20/2005 09/20/2005 7,625,012 - --------------------------------------------------------- 09/20/2005 10/20/2005 7,035,258 - --------------------------------------------------------- 10/20/2005 11/20/2005 6,488,998 - --------------------------------------------------------- 11/20/2005 12/20/2005 5,951,872 - --------------------------------------------------------- 12/20/2005 01/20/2006 5,430,784 - --------------------------------------------------------- 01/20/2006 02/20/2006 4,881,598 - --------------------------------------------------------- 02/20/2006 03/20/2006 4,492,307 - --------------------------------------------------------- 03/20/2006 04/20/2006 4,186,105 - --------------------------------------------------------- 04/20/2006 05/20/2006 3,888,025 - --------------------------------------------------------- 05/20/2006 06/20/2006 3,596,897 - --------------------------------------------------------- 06/20/2006 07/20/2006 3,315,731 - --------------------------------------------------------- 07/20/2006 08/20/2006 3,050,501 - --------------------------------------------------------- 08/20/2006 09/20/2006 2,797,703 - --------------------------------------------------------- 09/20/2006 10/20/2006 2,561,338 - --------------------------------------------------------- 10/20/2006 11/20/2006 2,343,064 - --------------------------------------------------------- 11/20/2006 12/20/2006 2,129,742 - --------------------------------------------------------- 12/20/2006 01/20/2007 1,922,013 - --------------------------------------------------------- 01/20/2007 02/20/2007 1,700,057 - --------------------------------------------------------- 02/20/2007 03/20/2007 1,509,641 - --------------------------------------------------------- 03/20/2007 04/20/2007 1,331,004 - --------------------------------------------------------- 04/20/2007 05/20/2007 1,167,155 - ---------------------------------------------------------

A-1 05/20/2007 06/20/2007 1,023,223 - --------------------------------------------------------- 06/20/2007 07/20/2007 891,396 - --------------------------------------------------------- 07/20/2007 08/20/2007 765,483 - --------------------------------------------------------- 08/20/2007 09/20/2007 646,626 - --------------------------------------------------------- 09/20/2007 10/20/2007 533,056 - --------------------------------------------------------- 10/20/2007 11/20/2007 431,750 - --------------------------------------------------------- 11/20/2007 12/20/2007 335,779 - --------------------------------------------------------- 12/20/2007 01/20/2008 244,507 - --------------------------------------------------------- 01/20/2008 02/20/2008 158,794 - --------------------------------------------------------- 02/20/2008 03/20/2008 96,499 - --------------------------------------------------------- 03/20/2008 04/20/2008 46,412 - --------------------------------------------------------- 04/20/2008 05/20/2008 2,753 - --------------------------------------------------------- A-2 EX-4.Q 20 y90513exv4wq.txt GECS ISDA MASTER AGREEMENT Exhibit 4(q) (MULTICURRENCY--CROSS BORDER) [ISDA LOGO] International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of September 25, 2003 between GE COMMERCIAL EQUIPMENT AND GENERAL ELECTRIC CAPITAL FINANCING LLC, SERIES 2003-1 SERVICES, INC. ("PARTY A") ("PARTY B") have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows:-- 1. INTERPRETATION (a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) INCONSISTENCY. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purposes of the relevant Transaction. (c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions. 2. OBLIGATIONS (a) GENERAL CONDITIONS. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. (b) CHANGE OF ACCOUNT. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. (c) NETTING. If on any date amounts would otherwise be payable:-- (i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. (d) DEDUCTION OR WITHHOLDING FOR TAX. (i) GROSS-UP. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will:-- (1) promptly notify the other party ("Y") of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:-- (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. ISDA (R) 1992 2 (ii) LIABILITY. IF:-- (1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); (2) X does not so deduct or withhold; and (3) a liability resulting from such Tax is assessed directly against X, then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)). (e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 3. REPRESENTATIONS Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:-- (a) BASIC REPRESENTATIONS. (i) STATUS. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; (ii) POWERS. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) CONSENTS. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). ISDA (R) 1992 3 (b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. (c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. (d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. (e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. (f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 4. AGREEMENTS Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:-- (a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:-- (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; (ii) any other documents specified in the Schedule or any Confirmation; and (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. (b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. (c) COMPLY WITH LAWS. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. (d) TAX AGREEMENT. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. (e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, ISDA (R) 1992 4 organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 5. EVENTS OF DEFAULT AND TERMINATION EVENTS (a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party:-- (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; (iii) CREDIT SUPPORT DEFAULT. (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document; (iv) MISREPRESENTATION. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however ISDA (R) 1992 5 described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party: -- (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: -- (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement. (b) TERMINATION EVENTS. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in(iii) below, and, if specified to be applicable, a Credit Event ISDA (R) 1992 6 Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:-- (i) ILLEGALITY. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party): -- (1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; (ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii); (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation). (c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. ISDA (R) 1992 7 6. EARLY TERMINATION (a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). (b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT. (i) NOTICE. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. (iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. (iv) RIGHT TO TERMINATE. IF:-- (1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then ISDA (R) 1992 8 continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. (c) EFFECT OF DESIGNATION. (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). (d) CALCULATIONS. (i) STATEMENT. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. (ii) PAYMENT DATE. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. (e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the following provisions shall apply based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off. (i) EVENTS OF DEFAULT. If the Early Termination Date results from an Event of Default:-- (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. (2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement. (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the ISDA (R) 1992 9 Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (ii) TERMINATION EVENTS. If the Early Termination Date results from a Termination Event:-- (1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions. (2) Two Affected Parties. If there are two Affected Parties:-- (A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and (B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y"). If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y. (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. ISDA (R) 1992 10 7. TRANSFER Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that: -- (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and (b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). Any purported transfer that is not in compliance with this Section will be void. 8. CONTRACTUAL CURRENCY (a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess. (b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. (c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement. (d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. ISDA (R) 1992 11 9. MISCELLANEOUS (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. (b) AMENDMENTS. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. (c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. (d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. (e) COUNTERPARTS AND CONFIRMATIONS. (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as soon as practicable and may he executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation. (f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. (g) HEADINGS. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 10. OFFICES; MULTIBRANCH PARTIES (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. (b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party. (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation. 11. EXPENSES A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document ISDA (R) 1992 12 to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 12. NOTICES (a) EFFECTIVENESS. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:-- (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine); (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. (b) CHANGE OF ADDRESSES. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. 13. GOVERNING LAW AND JURISDICTION (a) GOVERNING LAW. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. (b) JURISDICTION. With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"), each party irrevocably:-- (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. (c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any ISDA (R) 1992 13 reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law. (d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 14. DEFINITIONS As used in this Agreement:-- "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b). "AFFECTED PARTY" has the meaning specified in Section 5(b). "AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. "AFFILIATE" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person. "APPLICABLE RATE" means:-- (a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and (d) in all other cases, the Termination Rate. "BURDENED PARTY" has the meaning specified in Section 5(b). "CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into. "CONSENT" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent. "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b). "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as such in this Agreement. "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule. "DEFAULT RATE" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. ISDA (R) 1992 14 "DEFAULTING PARTY" has the meaning specified in Section 6(a). "EARLY TERMINATION DATE" means the date determined in accordance with Section 6(a) or 6(b)(iv). "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable, in the Schedule. "ILLEGALITY" has the meaning specified in Section 5(b). "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document). "LAW" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and "LAWFUL" and "UNLAWFUL" will be construed accordingly. "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction. "LOSS" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. "MARKET QUOTATION" means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have ISDA (R) 1992 15 been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. "NON-DEFAULT RATE" MEANS a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount. "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a). "OFFICE" means a branch or office of a party, which may be such party's head or home office. "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default. "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city. "RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made. "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. "SET-OFF" means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer. "SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination Date, the sum of:-- (a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and (b) such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result. "SPECIFIED ENTITY" has the meanings specified in the Schedule. ISDA (R) 1992 16 "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. "SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. "STAMP TAX" means any stamp, registration, documentation or similar tax. "TAX" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax. "TAX Event" has the meaning specified in Section 5(b). "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b). "TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date). "TERMINATION CURRENCY" has the meaning specified in the Schedule. "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. "TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. "UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market ISDA (R) 1992 17 value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties. IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. GE COMMERCIAL EQUIPMENT GENERAL ELECTRIC CAPITAL SERVICES, FINANCING LLC, SERIES 2003-1 INC. By:__________________________ By:__________________________ Name: Name: Title: Title: -18- EX-4.R 21 y90513exv4wr.txt GECS SCHEDULE TO ISDA MASTER AGREEMENT Exhibit 4(r) SCHEDULE TO THE MASTER AGREEMENT DATED AS OF SEPTEMBER 25, 2003 BETWEEN GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, ("Party A") AND GENERAL ELECTRIC CAPITAL SERVICES, INC., ("Party B") PART 1 TERMINATION PROVISIONS In this Agreement: (a) "Specified Entity" means in relation to Party A and Party B for the purpose of Sections 5(a)(v), (vi), (vii) and Section 5(b)(iv): Not applicable. (b) "Specified Transaction" will have the meaning specified in Section 14 of this Agreement. (c) The "Credit Support Default" provision of Section 5(a)(iii) will not apply to Party A and will apply to Party B. (d) The "Breach of Agreement" provision of Section 5(a)(ii) will not apply to Party A and will not apply to Party B. (e) The "Misrepresentation" provision of Section 5(a)(iv) will not apply to Party A and will not apply to Party B. (f) The "Default under Specified Transaction" provision of Section 5(a)(v) will not apply to Party A or Party B. (g) The "Cross Default" provisions of Section 5(a)(vi) will not apply to Party A and will not apply to Party B. (h) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Party A and will not apply to Party B. (i) The "Automatic Early Termination" provisions of Section 6(a) will not apply to Party A and will not apply to Party B. (j) Payments on Early Termination. For the purpose of Section 6(e) of this Agreement: (i) Market Quotation will apply unless Party A is the Non-defaulting Party or the party which is not the Affected Party, as the case may be, and Party B fails to replace itself pursuant to Part 1(l) or Part 5(d)(iii) of this Schedule, in which event Loss will apply. (ii) The Second Method will apply. (k) "Termination Currency" means United States Dollars. (l) Additional Termination Event will apply. The following shall constitute Additional Termination Events in which Party B shall be the sole Affected Party: (i) Credit Downgrade - Party B. If at any time (i) the short-term unsecured debt rating of Party B is withdrawn by or reduced below "F-1" if rated by Fitch Ratings ("Fitch"); or (ii) the short-term unsecured debt rating of Party B is withdrawn by or reduced below "A-1" by Standard & Poor's Rating Services ("S&P") (or in the absence of a short-term debt rating, the long-term unsecured debt rating of Party B is withdrawn or reduced below "A+"); or (iii) if Party B's (a) long-term unsecured debt rating by Moody's Investors Service, Inc. ("Moody's") is withdrawn, reduced or put on watch for downgrade below "A1" or its short-term unsecured debt rating is withdrawn, reduced or put on watch for downgrade below "P-1", where Party B has both a long-term and a short-term unsecured debt ratings, (b) the long-term unsecured debt rating is withdrawn, reduced or put on watch below "Aa3" where Party B has only a long-term unsecured debt rating (any such withdrawal or reduction, a "Downgrade"), then Party B shall promptly notify Party A by telephone (promptly confirmed in writing), and Party A then shall notify the Rating Agencies. Party B shall then, at its own expense, (in consultation with Party A), (1) within 30 days of the date of such Downgrade if Moody's is the downgrading Rating Agency or (2) promptly after such Downgrade if S&P is the downgrading Rating Agency, enter into a "Qualifying Substitute Arrangement" (as defined below) to assure performance by Party B of its obligations under the Transactions. "Qualifying Substitute Arrangement" shall mean any arrangement satisfactory to the Rating Agencies, including (i) procuring a Letter of Credit Transaction with terms reasonably satisfactory to Party A and procuring a Ratings Reaffirmation; (ii) electing in writing to the Servicer to pledge collateral subject to the terms of an ISDA Credit Support Annex to be negotiated between the parties at such time and, if Moody's is the downgrading Rating Agency, such collateral posted shall be equal to the daily mark-to-market value of the Transactions, if S&P is the downgrading Ratings Agency, (1) such collateral posted shall be an amount equal to the greater of (a) the mark-to-market value of the Transactions, (b) the amount owed by Party B on the next succeeding Payment 2 Date and (c) one percent (1%) of the outstanding Notional Amount of each Transaction, (2) Party B must post collateral pursuant to this sub-paragraph (ii) if it has failed to satisfy the requirements under (i), (iii) or (iv) of this paragraph within 30 days of such Downgrade and (3) Party B shall remain obligated to take such action to satisfy the requirements set forth in (i), (iii) or (iv) of this paragraph; (iii) procuring a Replacement Transaction with terms reasonably satisfactory to Party A which replaces all Transactions outstanding under this Agreement with Transactions on identical terms and procuring a Ratings Reaffirmation; or (iv) taking such other action (if any) as the downgrading Rating Agency shall require to nullify the effect of such Downgrade on the ratings on the Notes and procuring a Ratings Reaffirmation. Notwithstanding the previous sentence, if Party B's (a) long-term unsecured debt rating by Moody's is reduced to "A2" or below where Party B has only a long-term unsecured debt rating or (b) long-term and short-term unsecured debt rating by Moody's is reduced to "A3" or below or "P-2" or below, respectively, where Party B has both a long-term and a short-term debt rating, Party B must find a Replacement Transaction pursuant to sub-paragraph (iii) above. "Counterparty Ratings Requirement" means with respect to any entity, either such entity or the guarantor of such entity, respectively, has (i) (a) a Moody's long-term unsecured debt rating of at least "Aa3" where the entity or guarantor has only a long-term unsecured debt rating (b) a Moody's long-term and short-term unsecured debt rating of at least "A1" and "P-1", respectively, where the entity or guarantor has both a long-term and a short-term debt rating (ii) if such entity or guarantor, respectively, has an S&P short term unsecured debt rating, an S&P short-term unsecured debt rating of at least "A-1" (or in the absence of a short-term debt rating, the long-term unsecured debt rating of such entity or guarantor, respectively, is at least "A+") and (iii) if such entity or guarantor, respectively, has a Fitch short-term unsecured debt rating, a Fitch short-term unsecured debt rating of at least "F-1". "Ratings Reaffirmation" means a acknowledgement from a Rating Agency whose rating on the Class A Notes or the Class B Notes was reduced or withdrawn, that the then-current rating of the Class A Notes or the Class B Notes (without giving effect to the relevant Downgrade) will not be reduced notwithstanding the applicable Downgrade. "Replacement Transaction" means a transaction with a replacement counterparty meeting the Counterparty Rating Requirements who shall assume, at no cost to Party A, Party B's position under this Agreement and all Transactions hereunder. (m) Discontinued Agency. If one of the foregoing credit rating agencies ceases to be in the business of rating Debt Securities and such business is not continued by a successor or assign of such agency (the "Discontinued Agency"), Party A and Party B shall jointly (i) select a nationally-recognized credit rating agency in substitution thereof and (ii) agree on the rating level issued by such substitute agency that is equivalent to the ratings specified herein of the Discontinued Agency, whereupon such substitute agency and equivalent rating shall replace the Discontinued Agency and the rating level thereof for the purposes of this Agreement. If at any time all of the agencies specified herein with respect to a party have become Discontinued Agencies and Party A and Party B have not previously agreed in good faith on at least one agency and equivalent rating in substitution for a Discontinued Agency and the applicable rating 3 thereof, the Credit Downgrade provision of Part 1(l) of this Agreement shall cease to apply to the parties. For the avoidance of doubt, failure by either party to comply with this paragraph shall not constitute an Event of Default or Termination Event with respect to such party. PART 2 TAX REPRESENTATIONS (a) Payer Tax Representations. For the purposes of Section 3(e) of this Agreement, Party A and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to Party A under this Agreement. In making this representation, each party may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on sub-clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. (b) Payee Tax Representations. (i) For the purposes of Section 3(f) of this Agreement, Party A makes only the following representation: Party A is a limited liability company formed under the laws of the State of Delaware. (ii) For the purposes of Section 3(f) of this Agreement, Party B makes only the following representation: None (c) Modified Tax Provisions. Party A's obligations under Section 2(d)(i) of this Agreement shall be limited to complying with clauses (1), (2) and (3) thereof and Party A shall not be obligated to pay any amount owing by it under clause (4). 4 PART 3 AGREEMENT TO DELIVER DOCUMENTS For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each Party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are: Each party agrees to complete (accurately and in a manner reasonably satisfactory to the other party), execute, arrange for any required certification of, and deliver to the other party or such government or taxing authority as the other party directs, any form or document that may be required or reasonably requested in order to allow the other party to make a payment under this Agreement without any deduction or withholding for or on account of any Tax or with such deductions or withholding at a reduced rate. (b) Other documents to be delivered are:

COVERED BY PARTY REQUIRED TO DATE BY WHICH TO BE SECTION 3(d) DELIVER DOCUMENT FORM/DOCUMENT/ CERTIFICATE DELIVERED REPRESENTATION - ---------------------------------------------------------------------------------------------------------- Party A and Such proof of the names, true Upon execution of Yes Party B signature and authority of this Agreement. persons signing this agreement and any Confirmations as the other party may reasonably request - ---------------------------------------------------------------------------------------------------------- Party A and Party Legal opinion in a form Promptly following No B satisfactory to the other party. execution of this Agreement.

5 PART 4 MISCELLANEOUS (a) Addresses for Notices. For the purpose of Section 12(a) of this Agreement: Address for notices or communications to Party B: Address: General Electric Capital Services, Inc. 44 Old Ridgebury Road Danbury, CT 06810 Attention: General Counsel Telephone: 203-796-1000 Facsimile: 203-796-1313 Address for notices or communications to Party A: Address: GE Commercial Equipment Financing LLC, 2003-1 c/o General Electric Capital Services, Inc. 44 Old Ridgebury Road Danbury, CT 06810 Attention: Capital Markets Operations Telephone: 203-796-5518 Facsimile: 203-796-5554 (b) Process Agent. For the purpose of Section 13(c) of this Agreement: Party A appoints as its Process Agent: Not applicable Party B appoints as its Process Agent: Not applicable (c) Offices. The provisions of Section 10(a) shall apply to this Agreement and shall be interpreted as an express agreement of the head or home office to be bound unconditionally and irrevocably by the terms of this Agreement and to perform the obligations of the Office party to this Agreement if such Office cannot perform any of its obligations hereunder. (d) Multibranch Party. For the purpose of Section 10, Party A is not a Multibranch Party, and Party B is not a Multibranch Party. (e) Calculation Agent. The Calculation Agent shall be Party B. (f) Credit Support Document. With respect to Party A: None. With respect to Party B: None (except with respect to Part 1(l) hereof). 6 (g) Credit Support Provider. With respect to Party A: None. With respect to Party B: None. (h) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 1504(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REFERENCE TO ANY OTHER CONFLICT OF LAW PROVISION THEREOF. (i) Netting of Payments. Section 2(c)(ii) of this Agreement will not apply to any Transactions from the date of this Agreement. (j) "Affiliate" will have the meaning specified in Section 14; provided, however, that Section 3(c) of this Agreement is hereby amended by deleting the words "or any of its Affiliates" in the first and second lines thereof. PART 5 OTHER PROVISIONS (a) Recourse and Ranking. The obligations of Party A under this Agreement, and under any Transaction executed hereunder, are solely the obligations of Party A. No recourse shall be had for the payment of any amount owing in respect of any Transaction or any other obligation or claim arising out of or based upon this Agreement against any member, employee, officer, director or agent of Party A. Any accrued obligations owing by Party A under this Agreement and any Transaction shall be payable by Party A solely to the extent that funds are available therefor from time to time in accordance with the provisions of the Indenture; provided that such accrued obligations shall not be extinguished until paid in full. Notwithstanding any provisions contained in this Agreement to the contrary, Party A shall not be obligated to pay any amount pursuant to this Agreement unless Party A has received funds which may be used to make such payment and such payment is made in advance in accordance with the Indenture. Any amount which Party A does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or corporate obligation of Party A for any such insufficiency unless and until such payment is permitted under such preceding sentence. (b) Limitation of Defaults and Termination. Notwithstanding the terms of Sections 5 and 6 of this Agreement, Party B shall be entitled to designate an Early Termination Date pursuant to Section 6 of this Agreement only as a result of the occurrence of an Event of Default set forth in Section 5(a)(i) or 5(a)(vii) with respect to Party A as the Defaulting Party or a Termination Event set forth in Sections 5(b)(i) or 5(b)(ii) of this Agreement with respect to Party B as the Affected Party. (c) No Bankruptcy Petition Against the Company. Party B hereby covenants and agrees that, prior to the date which is one year and one day after all the Notes (or any rated securities) issued by Party A have been paid in full it will not institute against, or join any other Person in instituting against, Party A any bankruptcy, reorganization, arrangement, insolvency or 7 liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. (d) Transfers. (i) Section 6(b)(ii) of this Agreement is amended by inserting the following phrase at the end of such Section immediately before the final period: "provided that any such transfer by Party A under this Section 6(b)(ii) shall not be subject to or conditional upon the prior written consent of Party B if (w) Party B will not, as a result of such transfer be required on the next succeeding Scheduled Payment Date to pay to transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of default interest) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer, (x) the transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of Indemnifiable Tax under Section 2(d)(i) (except in respect of default interest) amounts in excess of that which it would, on the next succeeding Scheduled Payment Date, have been required to so withhold or deduct in the absence of such transfer unless it would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess (y) a Termination Event or Event of Default does not occur as a result of such transfer and (z) Party A obtains a Ratings Reaffirmation prior to such transfer. With respect to the result described in subclauses (w) and (x), Party A agrees to cause such transferee to make, and Party B agrees to make, such Payee Tax Representations and Payer Tax Representations as may be reasonably requested by the other party in order to permit such other party to determine that such result will not occur after such transfer". (ii) Notwithstanding Section 7 of this Agreement, Party A shall be entitled (but not required) to assign its rights and obligations with respect to any forward currency exchange agreement, any spot foreign currency exchange agreement or any other Transaction permitted hereunder to any of its Affiliate with respect to the Collateral. (iii) Subject to Section 6(b), and except as expressly provided herein, neither this Agreement nor any interest or obligation in or under this Agreement or the Transaction(s) may be transferred by Party B without the prior written consent of Party A and without obtaining a Ratings Reaffirmation prior to such transfer (other than pursuant to a consolidation or amalgamation with, or merger in to, or transfer of all or substantially all of Party A's assets to, another entity) and any purported transfer without such consent will be void. Notwithstanding anything to the contrary in this Schedule or this Agreement, Party B may transfer without the prior written consent of Party A, this Agreement, any of its interests and obligation in and under this Agreement or the Transaction(s) to another of Party B's offices, branches or Affiliates on two Business Days' prior written notice; provided, however, that (v) if such transfer is to an entity other than Party B such notice shall be accompanied by a Guarantee of such transferee's obligations in form and substance satisfactory to Party A, (w) Party A will not, as a result of such transfer be required on the next succeeding Scheduled Payment Date to pay to transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of default interest) greater than the amount in respect of which Party A would have been required to pay to Party B in the absence of such transfer, (x) the transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of Indemnifiable Tax under Section 8 2(d)(i) (except in respect of default interest) amounts in excess of that which it would, on the next succeeding Scheduled Payment Date, have been required to so withhold or deduct in the absence of such transfer unless it would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess, (y) a Termination Event or Event of Default does not occur as a result of such transfer and (z) Party B has obtained Ratings Reaffirmation prior to such transfer. With respect to the result described in subclauses (w) and (x), Party B agrees to cause such transferee to make, and Party A agrees to make, such Payee Tax Representations and Payer Tax Representations as may be reasonably requested by the other party in order to permit such other party to determine that such result will not occur after such transfer. (e) Amendment. No assignments, amendment, modification or waiver in respect of this Agreement will be effective unless (i) it is in writing and executed by each of the parties or confirmed by an exchange of telexes or facsimiles and (ii) except as waived by the Rating Agencies, the Rating Agencies shall have advised that such assignment or amendment will not result in a downgrade or withdrawal of the then-current rating on the Class A Notes and the Class B Notes. (f) Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture, dated as of September 25, 2003, among Party A, as Issuer and JPMorgan Chase Bank, as Indenture Trustee, as amended or supplemented from time to time (the "Indenture") and the Servicing Agreement, dated as of September 25, 2003, as amended or supplemented from time to time, among Party A, as Issuer and General Electric Capital Corporation, as Servicer, as amended or supplemented from time to time (the "Servicing Agreement"). (g) Waiver of Jury Trial. Each party hereto hereby irrevocably waives any and all right to trial by jury in any Proceedings. (h) Additional Representations. Section 3 of this Agreement is hereby amended by adding the following additional subsections: (g) Eligible Contract Participant. It is an "eligible contract participant" as defined in Section 1a(12) of the Commodity Exchange Act, 7 U.S.C. Section 1a(12), and is entering into this Agreement in conjunction with its line of business (including financial intermediation services). (i) No Reliance. This Agreement and each Transaction have been entered into by each party in reliance only upon its judgment, in order to accomplish legitimate business needs. Neither party holds itself out as advising, or any of its employees or agents as having any authority to advise, the other party as to whether or not it should enter into this Agreement or any Transaction. Neither party is receiving any compensation from the other party for providing advice in respect of this Agreement or any Transaction, and any such advice provided to such other party will not form the primary basis for an investment decision by such other party. 9 (i) Consent to Recording. The parties agree that each may electronically record all telephonic conversations between marketing and trading personnel in connection with this Agreement and that any such recordings may be submitted in evidence to any court or in any Proceedings for the purpose of establishing any matters pertinent to any Transaction. (j) Waiver of Contractual Right of Setoff. Notwithstanding any provision of this Agreement or any other existing or future agreement, each party irrevocably waives any and all contractual rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between the two parties hereunder against any obligations between the two parties under any other agreements or otherwise. (k) Provision of Evidence of Execution and Delivery. The parties agree that, at or promptly following the execution and delivery of this Agreement, and, if a Confirmation so requires, on or before the date set forth therein, each party shall deliver to the other evidence, reasonably satisfactory in form and substance to the receiving party, concerning the due execution and delivery of this Agreement or such Confirmation. (l) Confirmations. Notwithstanding anything to the contrary in this Agreement: (i) The parties hereto agree that with, respect to the Transaction hereunder, a legally binding agreement shall exist from the moment that the parties hereto agree on the terms of such Transaction, which the parties anticipate will occur orally by telephone or by exchange of electronic messages. (ii) This Agreement governs the Confirmation dated as of the date hereof. (m) Additional Tax Provisions. (i) The definition of "Indemnifiable Tax" in Section 14 of this Agreement is modified by adding the following at the end thereof: Notwithstanding the foregoing, "Indemnifiable Tax" also means any Tax imposed in respect of a payment under this Agreement by reason of a Change in Tax Law by a government or taxing authority of a Relevant Jurisdiction of the party making such payment, unless the other party is incorporated, organized, managed and controlled or considered to have its seat in such jurisdiction, or is acting for purposes of this Agreement through a branch or office located in such jurisdiction. (ii) Section 4(a)(iii) of this Agreement is modified by deleting the word "materially" in the sixth line thereof. (n) Set-off. The last sentence of the first paragraph of Section 6(e) and the definition of "Set-off" in Section 14 of this Agreement are deleted. (o) Settlement Amount. The definition of "Settlement Amount" in Section 14 of this Agreement is hereby amended by deleting in the third and fourth lines of subparagraph (b) thereof the words "or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result". 10 (p) Jurisdiction. Section 13(b) of this Agreement is hereby amended by: (i) deleting the word "non-" in the second line of subparagraph (i) thereof; and (ii) deleting the final paragraph thereof. (q) Definitions. Reference is hereby made to the 2000 ISDA Definitions (the "2000 Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), and the 1998 ISDA FX and Currency Option Definitions (the "FX Definitions"), as published by ISDA, The Emerging Markets Traders Association and The Foreign Exchange Committee which are hereby incorporated by reference herein. Any terms used and not otherwise defined herein which are contained in the 2000 Definitions or the FX Definitions shall have the meaning set forth therein, except that references in the 2000 Definitions to a "Swap Transaction" shall be deemed to be references to a "Transaction". (r) Conditions Precedent. Section 2(a)(iii)(1) of the Agreement shall not apply to the obligations of Party B unless and Event of Default set forth in Sections 5(a)(i) or 5(a)(vii) with respect to Party A has occurred and is continuing. (s) Change of Account. Section 2(b) of this Agreement is hereby amended by the insertion of the following at the end thereof after the word "change": "provided that if such new account shall not be in the same jurisdiction having the same power to tax as the original account, the party not changing its account shall not be obliged to pay any greater amounts and shall not receive less as a result of such change than would have been the case if such change had not taken place." (t) Amendments to Indenture. Party A agrees that it shall not amend, modify or waive any provisions in the Indenture, Servicing Agreement or related documents without the consent of Party B if such amendment, modification or waiver would have a material adverse effect on Party B's rights under this Agreement. [Signature pages follow] 11 Exhibit 4(r) Please confirm your agreement to the terms of the foregoing Schedule by signing below. GENERAL ELECTRIC CAPITAL SERVICES, INC. By:____________________________________________ Name: Title: GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1 By: CEF Equipment Holding, L.L.C., its Managing Member By:____________________________________________ Name: Title: EX-4.S 22 y90513exv4ws.txt GECS HYBRID LOAN RATE CONFIRMATION Exhibit 4(s) CONFIRMATION Date: September 25, 2003 To: GE Commercial Equipment Financing, LLC, Series 2003-1 ("Party A") Attention: Manager, Conduit Administration From: General Electric Capital Services, Inc. ("Party B") Transaction Reference Number: [ ] The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the Master Agreement) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of September 25, 2003, as amended or supplemented from time to time (the "Master Agreement") between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below. The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Indenture, dated as of September 25, 2003, between Party A and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement, dated as of September 25, 2003, between Party A and General Electric Capital Corporation, as Servicer (the "Servicing Agreement"), each as amended or supplemented from time to time. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Hybrid Rate Swap Notional Amount: With respect to any Interest Accrual Period, the product of (i) the aggregate Loan Value of the Hybrid Loans as of the beginning of the calendar month in which the Interest Accrual Period commenced; and (ii) the lesser of (x) the quotient of (a) the Outstanding Principal Balance of the Notes immediately after the Payment Date on which such Interest Accrual Period commences; divided by (b) the Pool Balance as of the beginning of the calendar month in which the Interest Accrual Period commenced and (y) 1.0. The Notional Amount for the first Interest Accrual Period is USD 60,451,775. Trade Date: September 19, 2003 Effective Date: September 25, 2003 Termination Date: The earlier of (i) the Payment Date occurring in November 2011; (ii) the Payment Date on which the aggregate outstanding Loan Values of the Hybrid Loans is zero; (iii) the Payment Date on which the Outstanding Principal Balance of the Notes is reduced to zero and (iv) an Early Termination Date. Payment Date: One Business Day prior to the last day of each Interest Accrual Period. Calculation Period: Initially, the period from and including September 25, 2003 to but excluding, October 20, 2003, and for each period thereafter, from and including the twentieth day of each calendar month to and excluding the twentieth day of the next calendar month. Business Day Convention: Following Business Day: New York and London Party A Floating Rate Amounts: Party A Floating Rate Payer: Party A Party A Floating Rate Payer Payment Date: Each Payment Date Party A Floating Rate Payer Period End Dates: Last day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. Party A Floating Rate: Hybrid Rate "Hybrid Rate" means with respect to any Interest Accrual Period, a rate based upon the weighted average of the interest rate index applicable to the Hybrid Loans as determined by Party A. "Hybrid Loan" means each Loan that accrues interest based upon an index that is determined by reference to a commercial GECS Hybrid Loan Rate Confirmation paper rate and that is convertible at the option of the Obligor thereunder to a fixed rate based on a benchmark index. Spread: 25 basis points (0.25%) per annum Party A Floating Rate Day Count Fraction: Actual/360 LIBOR Floating Rate Amounts: LIBOR Floating Rate Payer: Party B LIBOR Floating Rate Payer Payment Dates: Each Payment Date LIBOR Floating Rate Payer Period End Dates: The last day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. Reset Date: The first day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. LIBOR Floating Rate: USD-LIBOR-BBA Designated Maturity: One month Cap Rate: N/A LIBOR Floating Rate Day Count Fraction: Actual/360 Compounding: N/A Business Days: New York Calculation Agent: Party B Account Details Payments to Party A: To be provided in written instructions. Payments to Party B: To be provided in written instructions. [Rest of page intentionally left blank] GECS Hybrid Loan Rate Confirmation Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. GENERAL ELECTRIC CAPITAL SERVICES, INC. By:___________________________________ Name: Title: Accepted and confirmed as of the date first above written: GE COMMERCIAL EQUIPMENT FINANCING, LLC, SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By ____________________________________ Name: Title: GECS Hybrid Loan Rate Confirmation -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.A

                                                                    Exhibit 1(a)

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

                               Asset Backed Notes

                             UNDERWRITING AGREEMENT

                                                              September 19, 2003

DEUTSCHE BANK SECURITIES INC.
   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")
   60 Wall Street
   New York, New York 10005

Ladies and Gentlemen:

         Section 1. Introductory. GE Commercial Equipment Financing LLC, Series
2003-1 (the "Company"), CEF Equipment Holding, L.L.C. ("CEFEH" or the "Seller")
and General Electric Capital Corporation ("GECC" or the "Originator") propose to
cause the sale of the GE Commercial Equipment Financing LLC, Series 2003-1 Asset
Backed Notes, consisting of the Class A-1 Notes (the "Class A-1 Notes"), the
Class A-2 Notes (the "Class A-2 Notes"), the Class A-3 Notes (the "Class A-3
Notes"), the Class A-4 Notes (the "Class A-4 Notes"), Class B Notes (the "Class
B Notes" and together with the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, the "Notes"). The Notes will be issued
pursuant to an Indenture, dated as of August 2, 2003 (the "Indenture"), between
the Company, and JPMorgan Chase Bank, as indenture trustee (the "Indenture
Trustee"). The Notes will be issued in an aggregate initial principal amount of
$376,946,000. The Notes are being purchased by the entities specified in
Schedule I hereto (each an "Underwriter," and together the "Underwriters").

         The Notes will be secured by the Collateral, including without
limitation, a pool of equipment loans and finance leases secured by
transportation equipment, industrial equipment, furniture and fixtures,
construction equipment, technology and telecommunications equipment, maritime
assets or other equipment and the related security interests in the equipment
financed thereby (collectively, the "Loans"), certain rights under the Interest
Rate Swap Agreement, to be dated September 19, 2003 (the "DB Interest Rate Swap
Agreement"), between Deutsche Bank AG, New York Branch (the "DB Swap
Counterparty") and the Company, certain rights under the Interest Rate Swap
Agreement, to be dated September 19, 2003 (the "GECS Interest Rate Swap
Agreement"), between General Electric Capital Services, Inc. ("GECS" and the
"GECS Swap Counterparty" and together with the DB Swap Counterparty, the "Swap
Counterparties") and the Company, certain rights under a Variable Funding
Certificate to be dated September 25, 2003 (the "GECS Variable Funding
Certificate") issued by GECS in favor of the Seller and certain rights under a
Variable Funding Certificate to be dated September 25, 2003 (the "Seller
Variable Funding Certificate") issued by the Seller in favor of the Company.
Pursuant to a Loan Sale



Agreement, dated as of September 25, 2003 (the "Loan Sale Agreement"), between
CEFEH and GECC, GECC will sell the Loans to CEFEH. Pursuant to a Loan Purchase
and Sale Agreement, dated as of September 25, 2003 (the "Loan Purchase and Sale
Agreement") between CEFEH and the Company, CEFEH will sell, transfer and convey
to the Company, without recourse, all of its right, title and interest in the
Loans. Pursuant to the Servicing Agreement, to be dated as of September 25, 2003
(the "Servicing Agreement") between GECC, as servicer and the Company, GECC will
service the Loans.

         Capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the Indenture.

         The Class A-1 Notes shall bear interest at the then applicable LIBOR
minus 0.04% per annum, the Class A-2 Notes shall bear interest at the then
applicable LIBOR plus 0.07% per annum, the Class A-3 Notes shall bear interest
at the then applicable LIBOR plus 0.09% per annum, the Class A-4 Notes shall
bear interest at the then applicable LIBOR plus 0.12% per annum and the Class B
Notes shall bear interest at the then applicable LIBOR plus 0.43% per annum.

         Section 2. Representations, Warranties and Covenants of GECC and the
Seller. Each of GECC and the Seller, as applicable, represents and warrants to,
and agrees with, each Underwriter, as of the date hereof, that:

         (a)      The registration statement on Form S-3 (No. 333-99053),
including a prospectus and any amendments thereto, has been filed with the
Securities and Exchange Commission (the "Commission") for registration under the
Securities Act of 1933, as amended (the "Act"), of the Notes, which registration
statement has been declared effective by the Commission. Such registration
statement, as amended to the date hereof, including any documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Act which were
filed under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on or before the effective date of the Registration Statement (as such
date is defined in Rule 158(c) under the Act, the "Effective Date"), is
hereinafter called the "Registration Statement," and such prospectus dated
September 17, 2003 as such prospectus is supplemented by a prospectus supplement
relating to the Notes of the related Series, each in the form first filed after
the date hereof pursuant to Rule 424(b) under the Act, including any documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act
which were filed under the Exchange Act on or before the date of such prospectus
supplement (such prospectus supplement dated September 19, 2003, including such
incorporated documents, in the form first filed after the date hereof pursuant
to Rule 424(b) is hereinafter called the "Prospectus Supplement) is hereinafter
called the "Base Prospectus and together with the Prospectus Supplement, the
"Prospectus" (except where the context requires otherwise). Any reference herein
to the terms "amend," "amendment" or "supplement" with respect to the
Registration Statement, the Prospectus or the Prospectus Supplement, shall be
deemed to refer to and include the filing of any document under the Exchange Act
after the Effective Date or the issue date of the Prospectus or Prospectus
Supplement, as the case may be, deemed to be incorporated therein by reference
pursuant to Item 12 of Form S-3 under the Act.

                                       2


         (b)      The Registration Statement, at the time it became effective,
and the prospectus contained therein, and any amendments thereof and supplements
thereto filed prior to the date hereof, conformed in all material respects to
the requirements of the Act and the rules and regulations of the Commission
thereunder (the "Rules and Regulations"); on the date hereof and on the Closing
Date, the Registration Statement and the Prospectus, and any amendments thereof
and supplements thereto, will conform in all material respects to the
requirements of the Act and the Rules and Regulations; such Registration
Statement, at the time it became effective, did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; such
Prospectus and Prospectus Supplement, on the date of any filing pursuant to Rule
424(b) and on the Closing Date, will not include any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they are made, not
misleading; provided, however, that neither GECC nor the Seller makes any
representations or warranties as to the information contained in or omitted from
such Registration Statement or such Prospectus (or any supplement thereto) in
reliance upon and in conformity with written information furnished to the Seller
by or on behalf of the Underwriters specifically for use in the preparation
thereof which information consists of the Underwriters' Information (as defined
herein).

         (c)      GECC is a corporation duly incorporated, validly existing and
in good standing under the laws of the state of its incorporation, the Seller is
a limited liability company duly formed, validly existing and in good standing
under the laws of its state of formation, and each of GECC and the Seller is
duly qualified to transact business and is in good standing in each jurisdiction
in the United States of America in which the conduct of its business or the
ownership of its property requires such qualification, with power to own, lease
and operate its property and conduct its business as it is currently conducted.

         (d)      Each of GECC and the Seller has, and will have, the requisite
power to execute and deliver the Related Documents to which it is a party, and
any other agreement or document executed by either of them in connection with
the issuance and sale of the Notes and this Underwriting Agreement and to
perform their respective obligations hereunder and thereunder.

         (e)      Each of the Related Documents and this Underwriting Agreement
has been, or will be, duly and validly authorized, executed and delivered by
each of GECC and the Seller, and assuming due authorization, execution and
delivery thereof by the other parties thereto, each of the Related Documents and
this Underwriting Agreement constitutes, or will constitute on the Closing Date,
the valid, legal and binding obligation of each of GECC and the Seller,
enforceable against each of GECC and the Seller in accordance with its terms,
subject to (A) the effect of bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally, (B)
the application of equitable principles in any proceeding, whether at law or in
equity or (C) public policy considerations underlying the securities laws, to
the extent that such public policy considerations limit the enforceability of
the provisions of this Agreement that purport to provide indemnification for
securities laws liabilities.

         (f)      When the Notes are duly and validly executed, issued and
delivered in accordance with the Related Documents, and sold to the Underwriters
as provided herein, will each be validly issued and outstanding and entitled to
the benefits of the Indenture.

                                       3


         (g)      Neither the execution and delivery by GECC or the Seller of
any Related Document or this Underwriting Agreement nor the consummation by GECC
or the Seller of the transactions contemplated herein or therein, nor the
issuance of the Notes by the Company or the public offering thereof as
contemplated in the Prospectus and the Prospectus Supplement, will conflict in
any material respect with or result in a material breach of, or constitute a
material default (with notice or passage of time or both) under, or result in
the imposition of any lien, pledge, charge, encumbrance, adverse claim or other
security interest of any other person (collectively, "Liens") upon any of the
property or assets of GECC or the Seller (except as required or permitted
pursuant thereto or hereto), pursuant to any material mortgage, indenture, loan
agreement, contract or other instrument to which GECC or the Seller is party or
by which either of them is bound, nor will such action result in any violation
of any provisions of any applicable law, administrative regulation or
administrative or court decree, the certificate of incorporation or by-laws of
GECC or the certificate of formation or limited liability company agreement of
the Seller.

         (h)      Other than as set forth in or contemplated by the Prospectus,
there are no legal or governmental proceedings pending to which the Seller or
GECC is a party or of which any property or assets of the Seller or GECC are the
subject of which, if determined adversely to the Seller or GECC, would
individually or in the aggregate have a material adverse effect on the business,
the financial position, the business prospects, the operations of the Seller or
GECC or on the performance by the Seller or GECC of its obligations hereunder or
under the Related Documents; and, to the best knowledge of each of the Seller
and GECC, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others.

         (i)      No consent, approval, authorization or order of, or
registration, filing or declaration with, any court or governmental agency or
body is required, or will be required, in connection with (i) the execution and
delivery by GECC or the Seller of any Related Document, or this Underwriting
Agreement or the performance by GECC or the Seller of any Related Document or
this Underwriting Agreement or (ii) the offer, sale or delivery of the Notes,
except such as shall have been obtained or made, as the case may be, or will be
obtained or made, as the case may be, prior to the Closing Date, or will not
materially adversely affect the ability of GECC or the Seller to perform its
obligations under any Related Document or this Underwriting Agreement.

         (j)      Each of GECC and the Seller possesses, and will possess, all
material licenses, certificates, authorities or permits issued by the
appropriate state, federal or foreign regulatory agencies or bodies necessary to
conduct the business now conducted by it and as described in the Prospectus and
Prospectus Supplement, except to the extent that the failure to have such
licenses, certificates, authorities or permits does not have a material adverse
effect on the Notes or the financial condition of GECC or the Seller, and
neither GECC nor the Seller has received, nor will have received as of the
Closing Date, any notice of proceedings relating to the revocation or
modification of any such license, certificate, authority or permit which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would materially and adversely affect the conduct of its business,
operations or financial condition.

                                       4


         (k)      Neither the Seller nor the Company is now, and following the
issuance of the Notes, neither the Seller nor the Company will be, an
"investment company" as such term is defined in the Investment Company Act of
1940, as amended.

         (l)      The Indenture has been qualified under the Trust Indenture Act
of 1939, as amended.

         Section 3. Purchase, Sale and Delivery of Notes. (a) On the basis of
the representations, warranties and agreements contained in this Underwriting
Agreement, but subject to the terms and conditions set forth in this
Underwriting Agreement, the Seller agrees to sell to each Underwriter, severally
and not jointly, and each Underwriter, severally and not jointly, agrees to
purchase from the Seller, the respective original principal amounts of the Notes
set forth in Schedule I hereto opposite the name of such Underwriter, plus any
additional original principal amount of Notes which such Underwriter may be
obligated to purchase pursuant to Section 10 hereof, at the purchase price
therefor set forth in Schedule I hereto.

         (b)      Against payment of the purchase price specified in Schedule II
hereto in same day funds drawn to the order of the Seller (or paid by such other
manner as may be agreed upon by the Seller and the Representative), the Seller
will deliver the Notes to the Underwriters at the offices of Mayer, Brown Rowe &
Maw LLP, 1675 Broadway, New York, New York 10019 on September 25, 2003, or at
such other place and time as the Representative and the Seller shall agree upon,
each such time being herein referred to as a "Closing Date." The Notes will
initially be maintained through the facilities of The Depository Trust Company,
as indicated in the Prospectus Supplement.

         Section 4. Public Offering of Notes. It is understood by the parties
hereto that the Underwriters propose to offer the Notes for sale to the public
(which may include selected dealers), as set forth in the Prospectus.

         Section 5. Covenants of GECC and the Seller. Each of GECC and the
Seller, jointly and severally, covenants and agrees with each Underwriter:

         (a)      The Seller shall prepare a Prospectus Supplement setting forth
the amount of Notes and the terms thereof not otherwise specified in the Base
Prospectus, the price at which the Notes are to be purchased by the Underwriters
from the Seller, either the initial public offering price or the method by which
the price at which the Notes are to be sold will be determined, the selling
concessions and reallowances, if any, and such other information as the
Representative and the Seller deem appropriate in connection with the offering
of the Notes; provided, however, that each of GECC and the Seller shall make no
amendment or supplement to the Registration Statement affecting or relating to
any material extent to the Notes, and shall make no amendment or supplement to
the Prospectus or the Prospectus Supplement relating to the Notes without
furnishing the Representative with a copy of the proposed form thereof and
providing the Representative with a reasonable opportunity to review the same,
and shall not file with the Commission any such amendment or supplement to which
the Representative shall reasonably object; and, provided further, that each of
GECC and the Seller shall advise the Representative, promptly after it receives
notice thereof, of the time when any amendment to the Registration Statement has
been filed or becomes effective or any supplement to the Prospectus or any

                                       5


amended Prospectus has been filed or mailed for filing, of the issuance of any
stop order by the Commission, of the suspension of the qualification of the
Notes for offering or sale in any jurisdiction, of the initiation or threatening
of any proceeding for any such purpose, or of any request by the Commission for
the amending or supplementing of the Registration Statement, or the Prospectus
or for additional information; and, in the event of the issuance of any such
stop order or of any order preventing or suspending the use of the Prospectus
Supplement relating to the Notes or suspending any such qualification, promptly
shall use its best efforts to obtain its withdrawal.

         (b)      Each of the Seller and GECC shall endeavor to arrange for the
qualification of the Notes for sale under the laws of such jurisdictions as the
Underwriters may reasonably designate and to maintain such qualification in
effect so long as required for the initial sale of the Notes; provided, however,
that neither the Seller nor GECC shall be required to qualify to do business in
any jurisdiction where it is not now so qualified or to take any action that
would subject it to general or unlimited service of process in any jurisdiction
where it is not now so subject.

         (c)      To furnish the Underwriters copies of each related preliminary
prospectus, the Prospectus, and all amendments and supplements to such
documents, in each case as soon as available and in such quantities as the
Underwriters may from time to time reasonably request; and, if the delivery of a
Prospectus shall be at the time required by law in connection with sales of the
Notes and either (i) any event shall have occurred as a result of which the
Prospectus or Prospectus Supplement would include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (ii) for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus, to notify the
Representative and to prepare and furnish to the Representative as the
Representative may from time to time reasonably request an amendment or a
supplement to the Prospectus which will correct such statement or omission or
effect such compliance, or if it is necessary at any time to amend or supplement
the Prospectus to comply with the Act or the Rules and Regulations, the Seller
will promptly prepare and file with the Commission an amendment or supplement
that will correct such statement or omission or an amendment that will effect
such compliance; provided that the Seller shall not effect any such amendment
without the consent of the Representative.

         (d)      To file or cause to be filed with the Commission, on a timely
and complete basis, all reports required to be filed with respect to the Notes
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.

         (e)      So long as any of the Notes are outstanding, to furnish each
Underwriter copies of all reports or other communications (financial or other)
furnished to holders of such Notes, and to deliver to the Underwriters during
such same period (i) as soon as they are available, copies of any reports and
financial statements furnished to or filed with the Commission and (ii) such
additional information concerning the business and financial condition of the
Seller as such Underwriter may from time to time reasonably request.

         (f)      To pay all expenses (other than fees of counsel for the
Underwriters, except as provided below) incident to the performance of the
obligations under this Underwriting Agreement, including:

                                       6


                  (i)      the word processing, printing and filing of the
         Registration Statement as originally filed and of each amendment
         thereto;

                  (ii)     the reproduction of this Underwriting Agreement and
         each Related Document;

                  (iii)    the preparation, printing, issuance and delivery of
         the Notes to the Underwriters;

                  (iv)     the fees and disbursements of counsel and accountants
         for GECC and/or the Seller;

                  (v)      the qualification of the Notes under securities laws
         in accordance with the provisions of Section 5(b) hereof, including
         filing fees and the reasonable fees and disbursements of counsel for
         the Underwriters in connection therewith and in connection with the
         preparation of the Blue Sky Survey, if any;

                  (vi)     if requested by the Representative, the determination
         of the eligibility of the Notes for investment and the reasonable fees
         and disbursements of counsel for the Underwriters in connection
         therewith and in connection with the preparation of the Legal
         Investment Memorandum;

                  (vii)    the printing and delivery to the Underwriters of
         copies of the preliminary prospectuses, and of the Prospectus and
         Prospectus Supplement and any amendments or supplements thereto;

                  (viii)   the fees of the rating agencies rating the Notes; and

                  (ix)     the fees and expenses of the Indenture Trustee and
         its counsel.

         If the sale of the Notes is not consummated by reason of any failure,
refusal or inability on the part of GECC or the Seller to perform any agreement
on its part to be performed, or because any condition of the Underwriters'
obligations hereunder required to be fulfilled shall not have been fulfilled
(other than as a result of any breach or default by the Underwriters), each of
GECC and the Seller shall jointly and severally be obligated to reimburse the
Underwriters for all out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.

         (g)      So long as the Notes are outstanding, or until such time as
each Underwriter shall cease to maintain a secondary market in such Notes,
whichever occurs first, to deliver to each Underwriter all statements and
reports furnished to the Indenture Trustee pursuant the Related Documents, as
soon as such statements and reports are furnished to the Indenture Trustee.

         Section 6. Conditions Precedent to the Obligations of the Underwriters.
The obligation of the Underwriters to purchase and pay for the Notes is subject
to the accuracy of the representations and warranties on the part of GECC and
the Seller herein and in the Related Documents to which they are parties as of
the Closing Date, to the accuracy of the statements of officers or managers of
GECC and the Seller made pursuant to the provisions hereof, to the

                                       7


performance by each of GECC and the Seller of its obligations hereunder and to
the following additional conditions precedent:

         (a)      The Registration Statement shall have become effective not
later than 4:00 p.m., New York time, on the day following the date of this
Underwriting Agreement or such later date as shall have been consented to by the
Representative; and prior to the Closing Date no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
GECC or the Seller, shall be contemplated by the Commission.

         (b)      Each of GECC and the Seller shall have delivered on or before
the Closing Date to the Representative a certificate, dated as of such Closing
Date, signed by the president, senior vice president, vice president, manager,
or other officer or authorized person of GECC or the Seller, as applicable, to
the effect that the signer and/or persons for whom the signer has management
authority of such certificate has carefully examined the Registration Statement,
the Prospectus, each Related Document and this Underwriting Agreement and that:

                  (i)      to the best of such person's knowledge, the
         representations and warranties of GECC and/or the Seller, as the case
         may be, in this Underwriting Agreement and in each Related Document to
         which it is a party are true and correct in all material respects at
         and as of such Closing Date with the same effect as if made on such
         Closing Date;

                  (ii)     each of GECC and the Seller, as the case may be, has
         complied with all the Related Documents to which it is a party and
         satisfied all the conditions on its part to be performed or satisfied
         at or prior to such Closing Date;

                  (iii)    no stop order suspending the effectiveness of the
         Registration Statement has been issued and no proceedings for that
         purpose have been initiated or, to GECC's or the Seller's knowledge,
         threatened as of such Closing Date; and

                  (iv)     nothing has come to such person's attention that
         would lead such person to believe that the Prospectus as amended and
         supplemented as of such Closing Date contains any untrue statement of a
         material fact or omits to state any material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

         (c)      Since the respective dates as of which information is given in
the Prospectus and Prospectus Supplement, there shall not have occurred any
material adverse change or any development involving a prospective material
adverse change in or affecting particularly the business or assets of the
Company, the Seller, or any material adverse change in the financial position or
results or operations of the Company, the Seller or GECC otherwise than as set
forth or contemplated in the Prospectus, which in the Representative's
reasonable judgment materially impairs the investment quality of the Notes so as
to make it impracticable or inadvisable to proceed with the public offering or
the delivery of the Notes on the terms and in the manner contemplated in the
Prospectus and Prospectus Supplement.

         (d)      The Representative shall have received from counsel (who shall
be satisfactory to the Representative) for GECC, GECS and the Seller, an
opinion, dated the Closing Date,

                                       8


addressed to the Underwriters and satisfactory in form and substance to the
Representative and to counsel to the Underwriters, relating to certain
corporate, securities law and security interests matters.

         (e)      The Representative shall have received from counsel (who shall
be satisfactory to the Representative) for the DB Swap Counterparty, an opinion,
dated the Closing Date and satisfactory in form and substance to the
Representative and to counsel to the Underwriters.

         (f)      The Representative shall have received from counsel (who shall
be satisfactory to the Representative) with respect to the GECS Variable Funding
Certificate and the Seller Variable Funding Certificate, an opinion, dated the
Closing Date and satisfactory in form and substance to the Representative and to
counsel to the Underwriters.

         (g)      The Representative shall have received from counsel (who shall
be satisfactory to the Representative) for GECC and the Seller, an opinion,
dated the Closing Date, addressed to the Underwriters and satisfactory in form
and substance to the Representative and to counsel to the Underwriters, relating
to certain insolvency and bankruptcy matters and federal income tax matters.

         (h)      The Representative shall have received from counsel (who shall
be satisfactory to the Representative) for the Indenture Trustee (or its agent,
as applicable), an opinion, dated the Closing Date, addressed to the
Underwriters, GECC and the Seller and satisfactory in form and substance to the
Representative and to counsel to the Underwriters.

         (i)      Counsel to GECC and the Seller shall have furnished to the
Representative any opinions supplied to the rating agencies relating to certain
matters with respect to the Notes, which opinions shall also be addressed to the
Underwriters.

         (j)      The Representative shall have received a letter, dated the
Closing Date and addressed to the Underwriters, from certified public
accountants (who shall be satisfactory to the Representative), substantially in
the form approved by the Representative and counsel to the Underwriters.

         (k)      All documents incident to the Related Documents and this
Underwriting Agreement shall be reasonably satisfactory in form and substance to
the Representative and counsel to the Underwriters; and GECC and/or the Seller
shall furnish the Representative and counsel to the Underwriters with such other
opinions, certificates, letters and documents as the Representative or counsel
to the Underwriters shall reasonably request.

         (l)      The Class A-1 Notes shall have been rated no less than "P1" by
Moody's Investors Services, Inc. ("Moody's"), "A-1+" by Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and
"F-1+" by Fitch, Inc. ("Fitch"), each of the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes shall have each been rated no less than "Aaa" by
Moody's and "AAA" by S&P and Fitch, and the Class B Notes shall have been rated
no less than "A3" by Moody's and "A" by S&P and Fitch, such ratings shall not
have been rescinded, and no public announcement shall have been made by the
respective rating agencies that the rating of the Notes have been placed under
review.

                                       9


         If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Underwriting Agreement may
be terminated by the Representative by notice to the Seller at any time at or
prior to the Closing Date, and such termination shall be without liability of
any party to any other party except as provided in Section 5 hereof.

         Section 7. Indemnification and Contribution. (a) The Seller and GECC,
jointly and severally, agree to indemnify and hold harmless each Underwriter and
each person who controls the Underwriter within the meaning of the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act, or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement relating to the Notes as it became effective or in any amendment or
supplement thereof, or in such Registration Statement or the Prospectus, or in
any amendment thereof or are caused by the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading and will reimburse each Underwriter for any legal or other
expenses (except where the Underwriter is required to bear such expenses
pursuant to Section 7(c)) reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are
incurred); which expenses the indemnifying party shall pay as and when incurred,
at the request of the Underwriter, to the extent that the indemnifying party
believes that it will be ultimately obligated to pay such expenses; provided,
however, that (i) none of the Seller or GECC will be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made under the second and fourth paragraphs under
"Underwriting" in the Prospectus Supplement in reliance upon and in conformity
with written information furnished to the Seller or GECC by any Underwriter
expressly for use therein (the "Underwriter Information"), (ii) such indemnity
with respect to any Corrected Statement (as defined below) in such Prospectus
(or supplement thereto) shall not inure to the benefit of the Underwriter (or
any person controlling the Underwriter) from whom the person asserting any loss,
claim, damage or liability purchased the Notes that are the subject thereof if
such person was not sent or did not receive a copy of a supplement to such
Prospectus at or prior to the confirmation of the sale of such Notes and the
untrue statement or omission of a material fact contained in such Prospectus (or
supplement thereto) was corrected (a "Corrected Statement") in such other
supplement and such supplement was furnished by the Seller or GECC to the
Underwriter prior to the delivery of such confirmation. This indemnity agreement
will be in addition to any liability which the Seller or GECC may otherwise
have.

         (b)      Each Underwriter severally agrees to indemnify and hold
harmless the Seller, GECC, each of their respective directors and officers who
signed the Registration Statement relating to the Notes, and each person who
controls the Seller or GECC within the meaning of the Act or the Exchange Act to
the same extent as the foregoing indemnities from the Seller and GECC to the
Underwriter, but only in the Underwriter Information. This indemnity agreement
will be in addition to any liability which the Underwriter may otherwise have.

                                       10


         (c)      Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability unless such indemnified party is materially
harmed by such failure and shall not relieve it from any liability which it may
have to any indemnified party otherwise than under this Section 7. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (plus local counsel), (ii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii). Unless it shall
assume the defense of any proceeding, the indemnifying party shall not be liable
for any settlement of any proceeding, effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include a statement as to, or an admission of, fault, culpability or a failure
to act, by or on behalf of any indemnified party.

         (d)      If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in

                                       11


such proportion as is appropriate to reflect the relative benefits received by
the Seller and GECC on the one hand and the Underwriters on the other from the
offering of the Notes. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Seller and GECC on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Seller and GECC on the one hand and the Underwriters on
the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Seller and GECC
bear to the total underwriting discounts and commissions received by the
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Seller or GECC on the one hand or the Underwriters
on the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the aggregate
underwriting discounts actually paid to such Underwriter exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. The
Underwriters obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

         (e)      The Seller, GECC and the Underwriter agree that it would not
be just and equitable if contribution pursuant to Section 7(d) were determined
by pro rata allocation or by any other method of allocation which does not take
account of the considerations referred to above. The amount paid or payable by
an indemnified party as a result of the losses, claims, damages and liabilities
referred to in Section 7(d) shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim except where the indemnified party is required to bear such
expenses pursuant to Section 7(c); which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party believes that it will be ultimately obligated to pay
such expenses. In the event that any expenses so paid by the indemnifying party
are subsequently determined to not be required to be borne by the indemnifying
party hereunder, the party which received such payment shall promptly refund the
amount so paid to the party which made such payment.

         Notwithstanding anything to the contrary in Section 7(d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of Section 7(d), each person who
controls the Underwriter within the meaning of either the Act or the Exchange
Act shall have the same rights to contribution as the Underwriter, and each
person who controls the Seller or GECC within the meaning of either the Act or
the Exchange Act, each officer of the Seller or GECC who shall have signed the
Registration Statement and each director of the Seller or GECC shall have the
same rights to contribution as

                                       12


the Seller or GECC, as applicable, subject in each case to the immediately
preceding sentence of this paragraph.

         Section 8. Termination. This Agreement shall be subject to termination
in the absolute discretion of the Representative, by notice given to the Seller
prior to delivery of and payment for the Notes, if prior to such time there
shall gave occurred (i) any outbreak or escalation of hostilities or other
calamity or crisis, the effect of which is such as to make it, in the reasonable
judgment of the Representative, impracticable or inadvisable to market the Notes
or to enforce contracts for the sale of the Notes, (ii) the suspension of
trading generally by either the American Stock Exchange or the New York Stock
Exchange, or the establishment of minimum or maximum prices or ranges of prices,
by either of such exchanges or by order of the Commission or any other
governmental authority, or any general banking moratorium declared by federal or
New York authorities, or (iii) a disruption in securities settlement, payment or
clearance services in the United States.

         Section 9. Survival of Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
each of GECC, the Seller or their respective officers or managers and of the
Underwriters set forth in or made pursuant to this Underwriting Agreement will
remain in full force and effect, regardless of any investigation or statement as
to the results thereof, made by or on behalf of any Underwriter, GECC, the
Seller or any of their respective representatives, officers, managers or
directors of any controlling person, and will survive delivery of and payment
for the Notes.

         Section 10. Default by One or More of the Underwriters. If one or more
of the Underwriters shall fail on a Closing Date to purchase the Notes which it
or they are obligated to purchase under this Underwriting Agreement (the
"Defaulted Notes"), the Representative shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Notes in such amounts as may be agreed upon and upon the terms
herein set forth; if, however, the Representative shall not have completed such
arrangements within such 24-hour period, then:

         (a)      if the principal amount of Defaulted Notes does not exceed 10%
of the principal amount of the Notes to be purchased pursuant to this
Underwriting Agreement, each of the non-defaulting Underwriters named in this
Underwriting Agreement shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective
underwriting obligations thereunder bear to the underwriting obligations of all
non-defaulting Underwriters, or

         (b)      if the principal amount of Defaulted Notes exceeds 10% of the
principal amount of the Notes to be purchased pursuant to this Underwriting
Agreement, this Underwriting Agreement shall terminate without liability on the
part of any non-defaulting Underwriter.

         No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from liability in respect of its default.

                                       13


         In the event of any such default which does not result in a termination
of this Underwriting Agreement, either the Representative or the Seller shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Prospectus Supplement or in any other documents or arrangements.

         Section 11. Notices. All communications hereunder will be in writing
and:

                  (i)      if sent to the Underwriters, will be mailed,
         delivered or sent by facsimile transmission and confirmed to the
         Representative at:

                           Deutsche Bank Securities Inc.
                           31 West 52nd Street
                           New York, New York 10019
                           Attention:  CB Mulhern
                           Telephone:  (212) 250-2500;

                           with a copy to:

                           McKee Nelson LLP
                           5 Times Square
                           New York, New York 10036
                           Attention:  Matthew P. Joseph
                           Telephone:  (917) 777-4333
                           Facsimile:  (917) 777-4299;

                  (ii)     if sent to the Seller, will be mailed, delivered or
         sent by facsimile transmission, and confirmed to it at:

                           CEF Equipment Holding, LLC
                           44 Old Ridgebury Road
                           Danbury, Connecticut 06810
                           Attention:  Capital Markets Operations
                           Telephone:  (203) 796-5518
                           Facsimile:  (203) 796-1310;

                           with a copy to:

                           Mayer, Brown Rowe & Maw LLP
                           1675 Broadway
                           New York, NY  10019
                           Attention:  Paul Jorissen
                           Telephone:  (212) 506-2555
                           Facsimile:  (212) 849-5555;

                                       14


                           GE Capital Markets Services, Inc.
                           1600 Summer Street, 4th Floor
                           Stamford, CT  06927
                           Attention:  General Counsel
                           Telephone:  (203) 357-6164
                           Facsimile:  (203) 961-2356

                  (iii)    if sent to GECC, will be mailed, delivered or sent by
         facsimile transmission, and confirmed to it at:

                           General Electric Capital Corporation
                           44 Old Ridgebury Road
                           Danbury, Connecticut 06810
                           Attention: General Counsel
                           Telephone:  (203) 796-1000
                           Facsimile:  (203) 796-1313;

or to such other address as GECC, the Seller or the Representative may designate
in writing to the other parties hereto.

         Section 12. Successors. This Underwriting Agreement will inure to the
benefit of and be binding upon the Underwriters, GECC and the Seller and their
respective successors and the officers, managers and directors and controlling
persons referred to in Section 7 hereof, and no other person will have any right
or obligations hereunder.

         Section 13. Governing Law. THIS UNDERWRITING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH PARTY
HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW
YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK, NEW YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS UNDERWRITING AGREEMENT AND ANY TERMS AGREEMENT, AND IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH STATE OR FEDERAL COURT, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT
MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OF PROCEEDING.

         Section 14. Nonpetition Covenant. Notwithstanding any prior termination
of this Underwriting Agreement, the Underwriters shall not acquiesce, petition
or otherwise invoke or cause the Seller or the Company to invoke the process of
any court or government authority for the purpose of commencing or sustaining a
case against the Seller or the Company under any federal or state bankruptcy,
insolvency or similar law, or appointing a receiver, liquidator,

                                       15


assignee, trustee, custodian, sequestrator or other similar official of the
Seller or the Company or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Seller or the Company.

         Section 15. Counterparts. This Underwriting Agreement may be executed
by each of the parties hereto in any number of counterparts, and by each of the
parties hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

                                       16

                                                                    Exhibit 1(a)

         If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, whereupon this letter and your acceptance
hereof shall constitute a binding agreement among the Underwriters, the Seller
and GECC.

                                     Very truly yours,

                                     CEF EQUIPMENT HOLDING, L.L.C.

                                     By: _______________________________________
                                         Name:
                                         Title:

                                     GENERAL ELECTRIC CAPITAL CORPORATION

                                     By: _______________________________________
                                         Name:
                                         Title:

Accepted in New York, New York, as of the date hereof:

DEUTSCHE BANK SECURITIES INC.

By: _______________________________________
    Name:
    Title:

By: _______________________________________
    Name:
    Title:

Acting on behalf of itself and, if applicable,
as the Representative of the Underwriters.


                                                                    Exhibit 1(a)

                                   Schedule I



                                            Approximate       Approximate        Approximate
                                              Amount             Amount            Amount
                Initial       Purchase     Purchased by       Purchased by      Purchased by
               Principal       Price       Deutsche Bank    Citigroup Global   Banc of America
  Class         Amount       Percentage   Securities Inc.     Markets Inc.     Securities LLC
- ---------   --------------   ----------   ---------------   ----------------   --------------
                                                                
Class A-1   $  101,200,000    99.90000%   $    45,540,000   $     45,540,000   $    10,120,000
Class A-2   $   67,600,000    99.87500%   $    30,420,000   $     30,420,000   $     6,760,000
Class A-3   $  124,400,000    99.82500%   $    55,980,000   $     55,980,000   $    12,440,000
Class A-4   $   53,590,000    99.75500%   $    24,115,500   $     24,115,500   $     5,359,000
Class B     $   30,156,000    99.71500%   $    13,570,200   $     13,570,200   $     3,015,600
            --------------
Total       $  376,946,000


Total Purchase Price: $376,325,359.90

EX-4.A

                                                                    EXHIBIT 4(a)

                           SECOND AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          CEF EQUIPMENT HOLDING, L.L.C.

                     (A DELAWARE LIMITED LIABILITY COMPANY)

                            Dated September 25, 2003

                                             Second Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.



                          CEF EQUIPMENT HOLDING, L.L.C.

                  SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT dated as of September 25, 2003, adopted by General Electric Capital
Services, Inc., as a member (the "Initial Member").

                              Preliminary Statement

                  The Initial Member formed 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").

                  The Initial Member adopted the Limited Liability Company
Agreement, dated of June 17, 2002 as amended to the date hereof(the "Original
Agreement") and desires to amend and restate the Original Agreement to provide
for the issuance of Variable Funding Certificates and the addition of a Special
Member and an Independent Manager to the Company.

                  Accordingly, the Initial Member hereby amends and restates the
Original Agreement in its entirety and hereby adopts the following as the
"Limited Liability Company Agreement" of the Company within the meaning of
Section 18-101(7) of the Act.

                                   ARTICLE I

                  SECTION 1.1 Definitions. Capitalized terms used in this
Agreement and not otherwise defined herein shall have the meanings assigned to
such terms in the "Definitions Addendum" attached to this Agreement and
incorporated herein and shall otherwise have the meanings assigned to such terms
in the Act.

                                   ARTICLE II

                  SECTION 2.1 Formation. The Company was formed as a limited
liability company pursuant to the provisions of the Act on June 17, 2002, by the
entry into the Original Agreement and the filing of the Certificate of Formation
with the office of the Secretary of State of Delaware. The Initial Member hereby
adopts, confirms and ratifies said Certificate of Formation and all acts taken
in connection therewith. William Malpica is hereby designated as an "authorized
person" within the meaning of the Act, and has executed, delivered and filed the
Certificate of Formation of the Company with the Secretary of State of the State
of Delaware. Upon the filing of the Certificate of Formation with the Secretary
of State of the State of Delaware, his powers as an "authorized person" ceased
and Charles E. Rhodes became the designated "authorized person" within the
meaning of the Act. Upon the filing of the Amended and Restated Certificate of
Formation of the Company, his powers as an "authorized person" ceased, and the
Member thereupon became the designated "authorized person" and shall continue as
the designated "authorized person" within the meaning of the Act. The Member
shall execute, deliver and file any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do business
in any other jurisdiction in which the Company may wish to conduct business. The
existence of the Company as a separate legal entity shall continue until
cancellation of the Certificate of Formation as provided in the Act.

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.



                                   ARTICLE III

                  SECTION 3.1 Name. The name of the Company is CEF Equipment
Holding, L.L.C.

                                   ARTICLE IV

                  SECTION 4.1 Purpose and Limitations on Activities. The Company
shall limit its purposes and activities to engaging in the following activities:

                  (a)      (i)      to issue and/or sale of Membership
         Interests, on the terms and conditions set forth herein;

                           (ii)     to acquire (through purchase or otherwise)
                  from certain sellers and to hold, service, sell, transfer and
                  pledge, equipment loan and lease receivables, mortgage loans
                  and receivables and any related rights, documents, assets and
                  interests, including any interest in the equipment, mortgaged
                  property or other assets related thereto ("Assets");

                           (iii)    to enter into any agreement providing for
                  the acquisition, sale, financing, servicing, hedging or
                  transfer of the Assets or interests in the Assets;

                           (iv)     to retain or reacquire an interest in the
                  Assets;

                           (v)      to act as settlor or depositor, member,
                  manager or similar capacity of trusts or other entities or to
                  own equity or other beneficial interests in trusts, limited
                  liability companies or other entities, each of which is formed
                  in part to issue Securities (each, an "Issuer");

                           (vi)     to acquire, own, hold, transfer, assign,
                  pledge, sell and otherwise deal with any interests in an
                  Issuer or Securities issued by an Issuer;

                           (vii)    to enter into, execute and deliver any
                  underwriting agreement, purchase or placement agreement
                  relating to the sale or placement of any securities issued by
                  an Issuer, any sale and servicing agreement, pooling and
                  servicing agreement, trust agreement, limited liability
                  company agreement, purchase agreement, administration
                  agreement, custodial agreement, insurance agreement or any
                  other agreement which may be required or advisable to effect
                  the administration or servicing of the Assets or the issuance
                  and sale of any Securities or the formation of an Issuer
                  (each, a "Securitization Agreement"), and to perform its
                  obligations under each Securitization Agreement to which it is
                  a party;

                           (viii)   to establish any reserve account, spread
                  account or other credit or cash flow enhancement for the
                  benefit of any Securities issued by the Company or any Issuer
                  and to loan, transfer or otherwise invest any proceeds from
                  Assets and any other income as determined by the Manager;

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       2


                           (ix)     to purchase financial guaranty insurance
                  policies for the benefit of any Security issued by the Company
                  or any Issuer;

                           (x)      to enter into any interest rate or basis
                  swap, cap, floor or collar agreements, currency exchange
                  agreements or similar hedging transactions relating to any
                  Assets or for the benefit of any Security issued by the
                  Company or any Issuer;

                           (xi)     to prepare, execute and file with the
                  Securities and Exchange Commission registration statements,
                  including one or more prospectuses and forms of prospectus
                  supplement, relating to any Securities to be issued on a
                  delayed or continuous basis;

                           (xii)    to prepare private placement memoranda
                  relating to Securities to be offered and issued privately;

                           (xiii)   for federal, state or local tax purposes, to
                  serve as "General Partner" or Member of any Issuer;

                           (xiv)    lending or otherwise investing proceeds from
                  Assets and any other income; and

                           (xv)     any purposes and activities necessary,
                  convenient or incidental to the conduct, promotion or
                  attainment of the business purposes and activities of the
                  Company as set forth in clauses (i) through (xiv) above.

                  (b)      The Company, by or through the Initial Member,
         Officer, or any Manager on behalf of the Company, may enter into and
         perform the Transaction Documents and all documents, agreements,
         certificates, or financing statements contemplated thereby or related
         thereto, together with any amendments or supplements thereto, all
         without any further act, vote or approval of any other Person,
         including the Independent Manager, notwithstanding any other provision
         of this Agreement, the Act or applicable law, rule or regulation. The
         foregoing authorization shall not be deemed a restriction on the powers
         of the Initial Member or any Manager to enter into other agreements on
         behalf of the Company.

                                    ARTICLE V

                  SECTION 5.1 Registered Office; Other Offices. The address of
the registered office of the Company in the State of Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County,
Delaware, 19801. The Initial Member may establish other offices of the Company
at such locations within or outside the State of Delaware as the Initial Member
may determine.

                                   ARTICLE VI

                  SECTION 6.1 Registered Agent. The name and address of the
registered agent of the Company for service of process on the Company in the
State of Delaware is The

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       3


Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County,
Delaware, 19801.

                                  ARTICLE VII

                  SECTION 7.1 Admission of Members. (a) By execution of this
Agreement, the Initial Member hereby continues as a member of the Company and
shall have such rights in and to the profits and losses of the Company and
rights to receive distributions of the Company's assets, and such other rights
and obligations, as provided herein.

                  (b)      The Manager, without the consent of the Member or any
other Person, may cause the Company to issue additional Membership Interests,
other than the Variable Funding Certificates, and thereby admit a new Member or
new Members, as the case may be, to the Company, only if such new Member (i) has
delivered to the Initial Member its capital contribution, (ii) has agreed in
writing to be bound by the terms of this Agreement by becoming a party hereto,
and (iii) has delivered such additional documentation as the Initial Member
shall reasonably require to so admit such new Member to the Company.

                  SECTION 7.2 Initial Member. The name and the address of the
Initial Member of the Company is as follows:

                           General Electric Capital Services, Inc.
                           44 Old Ridgebury Road
                           Danbury, CT  06810

                  SECTION 7.3 Replacement of Initial Member. Upon the occurrence
of any event that causes the last remaining Member to cease to be a member of
the Company (other than upon an assignment by the last remaining Member of all
of its Membership Interest and variable funding certificates in the Company and
the admission of the transferee pursuant to Article XII), each person acting as
an Independent Manager pursuant to Section 8.3 shall, without any action of any
Person and simultaneously with the last remaining Member ceasing to be a member
of the Company, automatically be admitted to the Company as a Special Member and
shall continue the Company without dissolution. No Special Member may resign
from the Company or transfer its rights as Special Member unless (i) a successor
Special Member has been admitted to the Company as Special Member by executing a
counterpart to this Agreement, and (ii) such successor has also accepted its
appointment as Independent Manager pursuant to Section 8.3; provided, however, a
Special Member shall automatically cease to be a member of the Company upon the
admission to the Company of a substitute Member replacing such Special Member.
Each Special Member shall be a member of the Company that has no interest in the
profits, losses and capital of the Company and has no right to receive any
distributions of Company assets. Pursuant to Section 18-301(d) of the Act, a
Special Member shall not be required to make any capital contributions to the
Company and shall not receive a limited liability company interest in the
Company. A Special Member, in its capacity as Special Member, may not bind the
Company. Except as required by any mandatory provision of the Act, each Special
Member, in its capacity as Special Member, shall have no right to vote on,
approve or otherwise consent to any action by, or matter relating to, the
Company, including, without limitation, the merger, consolidation or conversion
of the Company. In order to implement the

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       4


admission to the Company of each Special Member, each person acting as an
Independent Manager pursuant to Section 8.3 shall execute a counterpart to this
Agreement. Prior to its admission to the Company as Special Member, each person
acting as an Independent Manager pursuant to Section 8.3 shall not be a member
of the Company.

                  SECTION 7.4 Issuance of Variable Funding Certificates in
Series; Series Supplements. (a) In connection with the Company's contribution
and/or sale of a pool of Assets to any Issuer in connection with any
securitization transaction and/or issuance of Securities (each such pool of
Assets, a "Securitized Pool"), the Manager may without the consent of any member
or other Person cause the Company to issue one or more variable funding limited
liability company interests in the Company evidenced by certificates (each, a
"Variable Funding Certificate") pursuant to a Series Supplement to this
Agreement. Each Variable Funding Certificate related to the Issuer holding or
acquiring a single Securitized Pool shall constitute a "Series" of limited
liability company interests in the Company within the meaning of Section 18-215
of the Act. Upon its execution of the related Series Supplement, each holder of
a Variable Funding Certificate (including any permitted transferee) shall be
admitted as a new Member of the Company, shall agree to make capital
contributions to the Company in accordance with Article X of this Agreement, and
shall agree that it shall be entitled to distributions with respect to its
capital contributions represented by any Variable Funding Certificate only in
accordance with Section 11.1 and solely from distributions from the Issuer
holding or acquiring the Securitized Pool received by the Company from time to
time.

                  (b)      Each Series Supplement shall be executed by the
Manager and each initial holder of a Variable Funding Certificate of such
Series. The Company shall maintain a register of the holders of the Variable
Funding Certificates of each Series and shall register any transfer of such
Series of Variable Funding Certificates in such register.

                  (c)      Each Series Supplement shall set forth the following
information, or the method to calculate any such amounts, with respect to the
related Series of Variable Funding Certificates and Securitized Pool:

                           (i)      the Amounts Available for Distribution;

                           (ii)     the Business Days;

                           (iii)    the Payment Dates;

                           (iv)     the Outstanding Unfunded Capital Commitment;
                  and

                           (v)      the Variable Funding Capital Commitment.

                  (d)      The Company shall keep separate and distinct records
for each Series and the assets associated with any such Series shall be held
(directly or indirectly, including through a nominee or otherwise) and accounted
for separately from the other assets of the Company, or any other Series
thereof. The debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to a particular Series shall be
enforceable against the assets of such Series only and not against the assets of
the Company generally or any other Series thereof. None of the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       5



existing with respect to the Company generally or any other Series thereof shall
be enforceable against the assets of such Series

                  (e)      The terms of each additional Series shall be as set
forth in this Agreement and in the related Series Supplement, and each such
Series Supplement is incorporated herein by reference and constitutes a part of
this Agreement. Each Series may have rights, terms and preferences different
from or senior to any other Series or the Membership Interests, and may be
issued without the consent of any other Person, notwithstanding any other
provision of this Agreement.

                                  ARTICLE VIII

                  SECTION 8.1 Management. Management of the Company is initially
vested solely in the Initial Member, except to the limited extent set forth in
Section 8.4 with respect to the Independent Manager. The Initial Member of the
Company shall be a "manager" within the meaning of the Act (a "Manager") until
such time as the Initial Member appoints one or more Managers to replace the
Initial Member in its capacity as Manager. Each Manager shall perform duties, on
behalf of the Company as Manager, as set forth in this Agreement and in the Act
and may enter into contracts with Persons on behalf of the Company and engage in
activities on behalf of the Company, including issuing, delivering and executing
contracts, agreements and other documents in connection therewith, in each case
in accordance with Section 4.1.

                  SECTION 8.2 Managers to Provide Information to the Initial
Member. It shall be the duty of each Manager other than the Initial Member to
keep the Initial Member reasonably informed as to material events relating to
the Company, including, without limitation, all claims pending or threatened
against the Company and the execution by such Manager on behalf of the Company
of any material agreements or instruments.

                  SECTION 8.3 Independent Manager. As long as any Obligation is
outstanding, the Manager shall cause the Company at all times to have at least
one Independent Manager who will be appointed by the Manager. To the fullest
extent permitted by law, including Section 18-1101(c) of the Act, it is intended
that the Independent Manager shall consider only the interests of the Company,
including its respective creditors, in acting or otherwise voting on the matters
referred to in Section 8.4. No resignation or removal of an Independent Manager,
and no appointment of a successor Independent Manager, shall be effective until
such successor (i) shall have accepted his or her appointment as an Independent
Manager by a written instrument, and (ii) shall have executed a counterpart to
this Agreement as required by Section 7.3. In the event of a vacancy in the
position of Independent Manager, the Initial Member shall, as soon as
practicable, appoint a successor Independent Manager. The Independent Manager is
a "Manager" of the Company within the meaning of the Act; provided, however, all
right, power and authority of the Independent Manager shall be limited to the
extent necessary to exercise only those rights and perform those duties
specifically set forth in this Agreement. Except as provided in the second
sentence of this Section 8.3, in exercising their rights and performing their
duties under this Agreement, any Independent Manager shall have a fiduciary duty
of loyalty and care similar to that of a director of a business corporation
organized under the General Corporation Law of the State of Delaware. No
Independent Manager shall at any time

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       6


serve as trustee in bankruptcy for any Affiliate of the Company. The initial
Independent Manager of the Company is Kevin P. Burns.

                  SECTION 8.4 Limitations on the Company's Activities. (a) This
Section 8.4 is being adopted in order to comply with certain provisions required
in order to qualify the Company as a "special purpose" entity.

                  (b)      The Members shall not, so long as any Obligation is
outstanding, amend, alter, change or repeal the definition of "Independent
Manager" or Sections 4.1, 7.1, 7.3, 8.1, 8.2, 8.3, 8.4, 15.1, 16.1, or 16.4 of
this Agreement without the unanimous written consent of the Managers and all
Independent Managers. Subject to this Section 8.4, the Members reserve the right
to amend, alter, change or repeal any provisions contained in this Agreement in
accordance with Section 16.2.

                  (c)      Notwithstanding any other provision of this Agreement
and any provision of law that otherwise so empowers the Company, the Members,
the Managers, any Officer or any other Person, neither the Members nor the
Managers nor any Officer nor any other Person as long as any Obligation is
outstanding, shall be authorized or empowered, nor shall they permit the
Company, without the prior written consent of the Members and a majority of the
Managers and all Independent Managers, to take any Material Action, provided,
however, that as long as any Obligation is outstanding, that the Members and
Managers may not vote on, or authorize the taking of, any Material Action,
unless there is at least one Independent Manager then serving in such capacity.
Except to the limited extent set forth in this Section 8.4, all power to manage
the affairs of the Company shall be vested in each Manager and not in any
Independent Manager.

                  (d)      The Manager shall cause the Company to do or cause to
be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if: (1) the Manager shall determine that the preservation thereof is no longer
desirable for the conduct of its business and that the loss thereof is not
disadvantageous, in any material respect to the Company and (2) the Rating
Agency Condition is satisfied. So long as any Obligation is outstanding, the
Manager also shall cause the Company to:

                           (i)      maintain its own stationery and other
                  business forms separate from those of any other Person
                  (including the Members), and conduct business in its own name
                  except that certain Persons may act on behalf of the Purchaser
                  as agents;

                           (ii)     maintain separate office space of its own as
                  part of its operations, although such space may be in a
                  building shared with the Members (or any Affiliate thereof);

                           (iii)    segregate its corporate records, other books
                  and records, and other assets from the property of the
                  Members;

                           (iv)     take certain actions to disclose publicly
                  the Company's separate existence and the transactions
                  contemplated by any Securitization Agreement,

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       7


                  including through the filing of financing statements under the
                  Uniform Commercial Code;

                           (v)      not conceal from any interested party any
                  transfers contemplated by the Transaction Documents;

                           (vi)     allocate any direct, indirect or overhead
                  expenses for items shared between the Company and the Members
                  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;

                           (vii)    pay its own operating expenses and
                  liabilities from its own funds, except the Members may pay any
                  or all expenses of the Company incurred in connection with the
                  transactions entered into pursuant to any Transaction
                  Documents, including those related to the Company's
                  organization and except as is set forth in the preceding
                  paragraph regarding certain shared overhead expenses;

                           (viii)   maintain its assets and liabilities in such
                  a manner that it is not costly or difficult to segregate,
                  ascertain or otherwise identify the Company's individual
                  assets and liabilities from those of the Initial Member or
                  from those of any other person or entity, including any
                  Affiliate of the Initial Member, and, except as set forth
                  below, maintain its own books of account and corporate records
                  separate from the Initial Member or any Affiliate thereof;

                           (ix)     properly reflect any monetary transactions,
                  including those with the Initial Member, in its financial
                  records;

                           (x)      except as is set forth in any Transaction
                  Documents, not commingle or pool its funds or other assets or
                  liabilities with those of the Initial Member or any other
                  Person;

                           (xi)     except as is set forth in any Transaction
                  Documents, not maintain joint bank accounts or other
                  depository accounts to which the Initial Member (other than in
                  their capacity as agent or Manager for the Company) has
                  independent access;

                           (xii)    strictly observe corporate formalities,
                  including with respect to its dealings with the Initial Member
                  and any Affiliate thereof and any transfer of assets between
                  the Company, on the one hand, and the Initial Member or any
                  Affiliate thereof, on the other;

                           (xiii)   enter into any Transaction Documents with
                  the Initial Member or any Affiliate thereof, including the
                  agreements governing any servicer advances with respect to any
                  Assets and the amount and payment of the servicing fee with
                  respect to any Securitized Pool, on terms and conditions that
                  are consistent with those of arm's-length relationships;

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       8


                           (xiv)    not hold itself out to be, responsible for,
                  or guaranty the debts of, the Initial Member, except as is
                  contemplated by any Transaction Document;

                           (xv)     make all distributions to the Initial
                  Member, in its capacity as the Company's sole member, in
                  accordance with applicable law;

                           (xvi)    enter into any other transactions with the
                  Initial Member and any Affiliate thereof permitted by
                  (although not expressly provided for in) any Transaction
                  Documents only if: (x) the terms of any such transaction are
                  fair and equitable to each of the parties and at least as
                  favorable as may be obtained from a third party Person and (y)
                  such transactions are the type of transaction that would be
                  entered into by a prudent person or entity; and

                           (xvii)   not be named, or enter 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 Initial Member.

                  SECTION 8.5 Officers.

                  (a)      Officers. The initial Officers of the Company shall
be designated by the Initial Member. The additional or successor Officers of the
Company shall be chosen by the Manager and shall consist of at least a
President, a Secretary and a Treasurer. The Manager may also choose one or more
Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person. The Manager shall choose a President, a
Secretary and a Treasurer. The Manager may appoint such other Officers and
agents as it shall deem necessary or advisable who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Manager. The salaries of all Officers and
agents of the Company shall be fixed by or in the manner prescribed by the
Manager. The Officers of the Company shall hold office until their successors
are chosen and qualified. Any Officer may be removed at any time, with or
without cause, by the affirmative vote of a majority of the Manager. Any vacancy
occurring in any office of the Company shall be filled by the Manager. The
initial Officers of the Company designated by the Initial Member are listed on
Schedule I hereto.

                  (b)      President. The President shall be the principal
executive officer of the Company, shall preside at all meetings of the Manager,
shall be responsible for the general and active management of the business of
the Company and shall see that all orders and resolutions of the Manager are
carried into effect.

                  (c)      Chief Financial Officer. The Chief Financial Officer
shall be the principal financial officer of the Company and shall be responsible
for the financial affairs of the Company.

                  (d)      Vice President. In the absence of the President or in
the event of the President's inability to act, the Vice President, if any (or in
the event there be more than one Vice President, the Vice Presidents in the
order designated by the Manager, or in the absence of any designation, then in
the order of their election), shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       9


President. The Vice Presidents, if any, shall perform such other duties and have
such other powers as the Manager may from time to time prescribe.

                  (e)      Secretary and Assistant Secretary. The Secretary
shall be responsible for filing legal documents and maintaining records for the
Company. The Secretary shall attend all meetings of the Manager and record all
the proceedings of the meetings of the Company and of the Manager in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. The Secretary shall give, or shall cause to be given,
notice of all meetings of the Initial Member, if any, and special meetings of
the Manager, and shall perform such other duties as may be prescribed by the
Manager or the President, under whose supervision the Secretary shall serve. The
Assistant Secretary, or if there be more than one, the Assistant Secretaries in
the order determined by the Manager (or if there be no such determination, then
in order of their election), shall, in the absence of the Secretary or in the
event of the Secretary's inability to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Manager may from time to time prescribe.

                  (f)      Treasurer and Assistant Treasurer. The Treasurer
shall be the principal accounting officer of the Company and shall have the
custody of the Company funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Company and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Company in such depositories as may be designated by the Manager.
The Treasurer shall disburse the funds of the Company as may be ordered by the
Manager, taking proper vouchers for such disbursements, and shall render to the
President and to the Manager, at its regular meetings or when the Manager so
requires, an account of all of the Treasurer's transactions and of the financial
condition of the Company. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Manager (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Manager may from
time to time prescribe.

                  (g)      Officers as Agents. Any Officer shall be authorized
to execute any Transaction Document and all bonds, mortgages and other
contracts, except: (i) where required by law or this Agreement to be otherwise
signed and executed, including Section 4.1(b) and (ii) where signing and
execution thereof shall be expressly delegated by the Manager to some other
Officer or agent of the Company.

                                   ARTICLE IX

                  SECTION 9.1 Initial Capital Contributions. The initial cash
capital contribution made by the Initial Member promptly after the execution of
the Original Agreement was $10,000, which relates to a Membership Interest.

                                   ARTICLE X

                  SECTION 10.1 Additional Contributions. (a) Except as is
otherwise set forth in Section 10.2 below, the Members shall have no obligation
to make any additional capital

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       10


contribution to the Company after the date hereof, but the Initial Member may
elect to do so from time to time.

                  SECTION 10.2 Capital Contributions of the Holders of each
Series of Variable Funding Certificates. Upon demand of the Company or as
provided in Section 16.7, the holder(s) of any Variable Funding Certificate of
any Series shall be obligated to make capital contributions to the Company in an
aggregate amount equal to the Outstanding Unfunded Capital Commitment for such
Series on the date of such request. Not later than 2:00 p.m. on the Business Day
following its receipt of a Variable Funding Certificate Capital Contribution
Request with respect to any Series of Variable Funding Certificates, each holder
of a Variable Funding Certificate in such Series shall fund its Percentage
Interest of the amount indicated by the Company in such Variable Funding
Certificate Capital Contribution Request by wire transfer of immediately
available funds to the account or accounts designated by the Company.

                                   ARTICLE XI

                  SECTION 11.1 Distributions. Distributions shall be made to the
Members, other than the holder of any Variable Funding Certificates, at the
times and in the aggregate amounts determined by the Manager, subject to the
limitation of the Act and other applicable laws; provided that all Amounts
Available for Distribution received by the Company on any Payment Date from an
Issuer with respect to any Securitized Pool shall be distributed to each holder
of any Variable Funding Certificate of the related Series, if any, in accordance
with Section 11.2 below.

                  SECTION 11.2 Distributions to the Holders of the Variable
Funding Certificates of any Series. Subject to the limitations of the Act and
other applicable laws, on each Payment Date for any Series, the Company shall
distribute to each holder of a Variable Funding Certificate of such Series, in
accordance with such holder's Percentage Interest, all Amounts Available for
Distribution with respect to such Series on such Payment Date.

                  SECTION 11.3 Distribution upon Resignation. Upon resignation
from the Company any withdrawing Member shall not be entitled to receive any
distribution and shall not otherwise be entitled to receive the fair market
value of its Membership Interest or Variable Funding Certificate.

                                  ARTICLE XII

                  SECTION 12.1 Transfers. (a) A Member other than the Initial
Member may not Transfer any part of its Membership Interest without the prior
written consent of the Initial Member, which consent may be withheld by the
Initial Member in its sole discretion. Any purported Transfer of any Membership
Interest in contravention of this Section 12.1 shall, to the fullest extent
permitted by law, be null and void and of no force or effect whatsoever.

                  (b)      A permitted transferee of a Member's Membership
Interest shall be admitted to the Company as substitute Member only if such
transferee (i) has agreed in writing to be bound by the terms of this Agreement
by becoming a party hereto and (ii) has delivered such additional documentation
as the Initial Member shall reasonably require to so admit such transferee to
the Company. Notwithstanding anything contained herein to the contrary, both the

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       11


Company and the Initial Member shall be entitled to treat the transferor of a
Membership Interest as the absolute owner thereof in all respects, and shall
incur no liability for distributions of cash or other property made in good
faith to it, until such time as a written assignment or other evidence of the
consummation of a Transfer that conforms to the requirements of this Section
12.1 and is reasonably satisfactory to the Initial Member has been received by
the Company. The effective date of any Transfer permitted under this Agreement
shall be the close of business on the day of receipt thereof by the Company.

                  (c)      Each Holder of a Variable Funding Certificate may not
transfer, assign or convey its Variable Funding Certificate without the consent
of the Company and its permitted successors and assigns hereunder which consent
shall not be unreasonably withheld. No transfer, assignment or conveyance of any
Variable Funding Certificate will be effective prior to notice to the Initial
Member and the Company and recordation by the Company thereof in its register
for such Series of Variable Funding Certificates maintained pursuant to Section
7.4(b) hereof.

                  (d)      If a Member transfers all of its Membership Interest
and Variable Funding Certificates, it shall not cease to be a member of the
Company until the transferee is admitted as a Substitute Member.

                  SECTION 12.2 Restrictions on Expulsion. No Member shall be
expelled as a Member under any circumstances.

                                  ARTICLE XIII

                  SECTION 13.1 Liability of Members. Except as required by the
Act, no Member, Manager or Independent Manager solely by reason of its capacity
as such will be liable for the debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, which debts,
obligations and liabilities shall be solely the debts, obligations and
liabilities of the Company.

                                  ARTICLE XIV

                  SECTION 14.1 Exculpation and Indemnification of Members and
Managers. (a) No Indemnified Party shall be liable to the Company for any loss,
damage or claim incurred by reason of any act performed or any act omitted by
such Indemnified Party in connection with any matter arising from, or related
to, or in connection with this Agreement or the Company's business or affairs;
provided, however, that the foregoing shall not eliminate or limit the liability
of any Indemnified Party if a judgment or other final adjudication adverse to
the Indemnified Party establishes that the Indemnified Party's acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation of
law or that the Indemnified Party personally gained in fact a financial profit
or other advantage to which the Indemnified Party was not legally entitled.

                  (b)      The Company shall, to the fullest extent permitted by
law, indemnify and hold harmless, and advance expenses to, each Indemnified
Party against any losses, claims, damages or liabilities to which the
Indemnified Party may become subject in connection with any matter arising from,
related to, or in connection with, this Agreement or the Company's

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       12


business or affairs; provided, however, that no indemnification may be made to
or on behalf of any Indemnified Party (and any expenses advanced shall be
returned) if a judgment or other final adjudication adverse to the Indemnified
Party establishes (i) that the Indemnified Party's acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated or (ii) that the Indemnified Party
personally gained in fact a financial profit or other advantage to which the
Indemnified Party was not legally entitled.

                  (c)      Notwithstanding anything else contained in this
Agreement, the indemnity obligations of the Company under paragraph (b) above
shall:

                           (i)      be in addition to any liability that the
                  Company may otherwise have;

                           (ii)     inure to the benefit of the successors,
                  assigns, heirs and personal representatives of each
                  Indemnified Party; and

                           (iii)    be limited to the assets of the Company.

                  (b)      This Article XIV shall survive any termination of
         this Agreement and the dissolution of the Company.

                                   ARTICLE XV

                  SECTION 15.1 Duration and Dissolution. (a) The Company shall
be dissolved, and its affairs shall be wound up upon the first to occur of the
following: (i) the termination of the legal existence of the last remaining
member of the Company or the occurrence of any other event which terminates the
continued membership of the last remaining member of the Company in the Company
unless the Company is continued in a manner permitted by this Agreement or the
Act or (ii) the entry of a decree of judicial dissolution under Section 18-802
of the Act. Upon the occurrence of any event that causes the last remaining
member of the Company to cease to be a member of the Company, to the fullest
extent permitted by law, the personal representative of such member is hereby
authorized to, and shall, within 90 days after the occurrence of the event that
terminated the continued membership of such member in the Company, agree in
writing (A) to continue the Company and (B) to admit of the personal
representative or its nominee or designee, as the case may be, as a substitute
member of the Company, effective as of the occurrence of the event that
terminated the continued membership of the last remaining member of the Company
in the Company.

                  (b)      Notwithstanding any other provision of this
Agreement, the Bankruptcy of any Member or a Special Member shall not cause such
Member or Special Member, respectively, to cease to be a Member of the Company
and upon the occurrence of such an event, the Company shall continue without
dissolution.

                  (c)      Notwithstanding any other provision of this
Agreement, each Member and the Special Member waives any right it might have to
agree in writing to dissolve the Company upon the Bankruptcy of such Member or
Special Member, or the occurrence of an event that causes such Member or Special
Member to cease to be a member of the Company.

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       13


                  (d)      In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner), and the assets of
the Company shall be applied in the manner, and in the order of priority, set
forth in Section 18-804 of the Act.

                  (e)      The Company shall terminate when (i) all of the
assets of the Company, after payment of or due provision for all debts,
liabilities and obligations of the Company (including all Obligations of the
Company), shall have been distributed to the Members in the manner provided for
in this Agreement and (ii) the Certificate of Formation shall have been canceled
in the manner required by the Act.

                                  ARTICLE XVI

                  SECTION 16.1 Amendments; Series Supplement. (a) Subject to
Section 8.4 and except as is otherwise set forth in clause (c) below, this
Agreement may be modified, altered, supplemented or amended if: (x) all the
Members execute and deliver a written agreement with respect to such amendment;
and (y) so long as any Obligation is outstanding, the Rating Agency Condition is
satisfied.

                  (b)      Subject to Section 8.4 and except as is otherwise set
forth in clause (c) below, any Series Supplement may be modified, altered,
supplemented or amended if: (x) all the Members execute and deliver a written
agreement with respect to such amendment; and (y) so long as any Obligation
issued in respect of the applicable Series Supplement is outstanding, the Rating
Agency Condition is satisfied.

                  (c)      This Agreement may be modified, altered, supplemented
or amended without satisfying the requirements of clause (a) or (b) above: (i)
to cure any ambiguity, (ii) to convert or supplement any provision herein in a
manner consistent with the intent of this Agreement and the other Transaction
Documents, and (iii) to cause the issuance of any Variable Funding Certificate
pursuant to a Series Supplement in accordance with Section 7.4 of this
Agreement.

                  SECTION 16.2 Headings. The titles of Sections of this
Agreement are for convenience or reference only and shall not define or limit
any of the provisions of this Agreement.

                  SECTION 16.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF.

                  SECTION 16.4 Separability of Provisions. Each provision of
this Agreement shall be considered separable and if for any reason any provision
or provisions herein are determined to be invalid, unenforceable or illegal
under any existing or future law, such invalidity, unenforceability or
illegality shall not impair the operation of or affect those portions of this
Agreement which are valid, enforceable and legal.

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       14


                  SECTION 16.5 Further Assurances. The Members shall execute and
deliver such further instruments and do such further acts and things as may be
required to carry out the intent and purposes of this Agreement.

                  SECTION 16.6 Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original of this
Agreement. Executed counterparts may be delivered electronically.

                  SECTION 16.7 Assignment; Third Party Beneficiaries. The
parties hereto acknowledge and agree that the obligation of each holder of a
Variable Funding Certificate of any Series to make capital contributions
pursuant to its Variable Funding Certificate, this Agreement and the related
Series Supplement and all other rights of the Company under this Agreement and
the related Series Supplement may be pledged from time to time by the Company to
creditors of the Company or its assigns related to any Securitized Pool to
secure the Company's or its assigns' obligations to such creditors. In
connection with the exercise of remedies against the Company, any such creditor
may request each holder of a Variable Funding Certificate of the related Series
to make capital contributions pursuant to Article X hereof and the related
Series Supplement without further consent of such Variable Funding
Certificateholder or the Company. Nothing in this Agreement or in any Variable
Funding Certificate, whether express or implied, shall be construed to give to
any other Person (other than the Parties hereto and the Indemnified Parties) any
legal or equitable right, remedy or claim under or in respect of this Agreement
or such Variable Funding Certificate, or any covenants, conditions or provisions
contained herein or therein.

                               [Signature Follows]

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       15


                  IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Agreement as of the date first above
written.

                                          INITIAL MEMBER:

                                          GENERAL ELECTRIC CAPITAL SERVICES,
                                          INC.

                                          By: __________________________________
                                              Name:
                                              Title:

INITIAL INDEPENDENT MANAGER:

         The undersigned, pursuant to Section 8.3 hereof, hereby executes this
counterpart to this Agreement and accepts his or her appointment as an
Independent Manager in accordance with the Agreement.

By: ___________________________
Name: _________________________

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       16


                              DEFINITIONS ADDENDUM
                                     TO THE
                       LIMITED LIABILITY COMPANY AGREEMENT

                  "Act" is defined in the Preliminary Statement.

                  "Affiliate" means, with respect to any Person, any Person or
group of Persons acting in concert in respect of the Person in question that,
directly or indirectly, controls or is controlled by or is under common control
with such Person. For the purposes of this definition, "control" (including,
with correlative meaning, the terms "controlled by" and "under common control
with") as used with respect to any Person or group of Persons, shall mean the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

                  "Agreement" means this Limited Liability Company Agreement,
including any Series Supplement, as each may be amended or supplemented from
time to time.

                  "Amounts Available for Distribution" with respect to each
Series of Variable Funding Certificates, shall have the meaning assigned to such
term in the related Series Supplement.

                  "Assets" is defined in Section 4.1.

                  "Bankruptcy" means, with respect to any Person, if such Person
(i) makes an assignment for the benefit of creditors, (ii) files a voluntary
petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has
entered against it an order for relief, in any bankruptcy or insolvency
proceedings, (iv) files a petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation or similar
relief under any statute, law or regulation, (v) files an answer or other
pleading admitting or failing to contest the material allegations of a petition
filed against it in any proceeding of this nature, (vi) seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator of the Person
or of all or any substantial part of its properties, or (vii) if 120 days after
the commencement of any proceeding against the Person seeking reorganization,
arrangement, composition, readjustment, liquidation or similar relief under any
statute, law or regulation, if the proceeding has not been dismissed, or if
within 90 days after the appointment without such Person's consent or
acquiescence of a trustee, receiver or liquidator of such Person or of all or
any substantial part of its properties, the appointment is not vacated or
stayed, or within 90 days after the expiration of any such stay, the appointment
is not vacated. The foregoing definition of "Bankruptcy" is intended to replace
and shall supersede and replace the definition of "Bankruptcy" set forth in
Sections 18[ ]101(1) and 18[ ]304 of the Act.

                  "Business Day" with respect to each Series of Variable Funding
Certificates, shall have the meaning assigned to such term in the related Series
Supplement.

                  "Certificate of Formation" means the Certificate of Formation
of CEF Equipment Holding, L.L.C., as amended from time to time.

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       17


                  "Company" means CEF Equipment Holding, L.L.C., a Delaware
limited liability company.

                  "Indemnified Party" means a Member (including each holder of a
Variable Funding Certificate), Manager, employee, organizer or agent of the
Company or any officer, agent, shareholder, director, employee or incorporator
of the Initial Member.

                  "Independent Manager" means a natural person who, for the
five-year period prior to his or her appointment as Independent Manager has not
been, and during the continuation of his or her service as Independent Manager
is not: (i) an employee, director, stockholder, partner or officer of the
Company or any of its Affiliates (other than his or her service as an
Independent Manager of the Company or any limited purpose Affiliate thereof);
(ii) a customer or supplier of the Company or any of its Affiliates; or (iii)
any member of the immediate family of a person described in (i) or (ii).

                  "Initial Member" has the meaning assigned in the preamble.

                  "Issuer" has the meaning set forth in Section 4.1(a)(v).

                  "Manager" is defined in Section 8.1; provided, however, the
term "Manager" shall not include the Independent Manager.

                  "Material Action" means to consolidate or merge the Company
with or into any Person, or sell all or substantially all of the assets of the
Company (except pursuant to a Transaction Document), or to institute proceedings
to have the Company be adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against the Company or file
a petition seeking, or consent to, reorganization or relief with respect to the
Company under any applicable federal or state law relating to bankruptcy, or
consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or a substantial part of
its property, or make any assignment for the benefit of creditors of the
Company, or admit in writing the Company's inability to pay its debts generally
as they become due, or take action in furtherance of any such action, or, to the
fullest extent permitted by law, dissolve or liquidate the Company.

                  "Member" means any Person that is admitted as a member of the
Company in such person's capacity as a member of the Company, in each case for
so long as such Person continues to be a member of the Company; provided,
however, the term "Member" shall not include a Special Member.

                  "Membership Interest" means the entire limited liability
company interest of a Member in the Company at any particular time (other than
any Variable Funding Certificate), including the right of such Member to any and
all benefits to which a Member may be entitled as provided in this Agreement
with respect to such Membership Interest, together with the obligations of such
member to comply with all the terms and provisions of this Agreement. A
Membership Interest is an interest that relates to the assets of the Company
generally and not any Series.

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       18


                  "Obligations" shall mean any Securities and the indebtedness,
liabilities and obligations issued under or in connection with any
Securitization Agreement, the other Transaction Documents or any related
document in effect as of any date of determination.

                  "Officer" means an officer of the Company described in Section
8.5.

                  "Outstanding Unfunded Capital Commitment" with respect to each
Series of Variable Funding Certificates, shall have the meaning assigned to such
term in the related Series Supplement.

                  "Payment Date" with respect to each Series of Variable Funding
Certificates, shall have the meaning assigned to such term in the related Series
Supplement.

                  "Percentage Interest" with respect to each Variable Funding
Certificate, the percentage set forth on the face of such Variable Funding
Certificate.

                  "Person" means an individual, partnership, corporation
(including a business trust), limited liability company, joint stock company,
trust, association, joint venture, government or any agency or political
subdivision thereof or any other entity of whatever nature.

                  "Rating Agency" means any nationally recognized statistical
rating organization currently rating any Security.

                  "Rating Agency Condition" means, with respect to any action,
that each Rating Agency shall have been given ten days prior notice thereof and
that each of the Rating Agencies shall have notified the Company in writing that
such action will not result in a reduction or withdrawal or qualification of the
then current rating by such Rating Agency of any of the Securities.

                  "Securitization Agreement" has the meaning set forth in
Section 4.1(a)(vii).

                  "Securitized Pool" shall have the meaning assigned to such
term in Section 7.4 hereof.

                  "Security" means any bond, note, certificate or other security
issued by the Company or an Issuer and secured primarily by or evidencing a
beneficial ownership interest in any Assets.

                  "Series" shall have the meaning assigned to such term in
Section 7.4 hereof.

                  "Series Supplement" means, with respect to each Series of
Variable Funding Certificate, the series supplement executed by the Manager and
the initial holder(s) of the Variable Funding Certificates in such Series
pursuant to Section 7.4 hereof.

                  "Special Member" means, upon such person's admission to the
Company as a member of the Company pursuant to Section 7.3, a person acting as
Independent Manager, in such person's capacity as a member of the Company. A
Special Member shall only have the rights and duties expressly set forth in this
Agreement.

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       19


                  "Transaction Documents" means this Agreement, each Series
Supplement, if any, any Securitization Agreement and all documents and
certificates contemplated thereby or delivered in connection therewith.

                  "Transfer" means, as a noun, any transfer, sale, assignment,
exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance or other
disposition whether direct or indirect, voluntary or involuntary, by operation
of law or otherwise and, as a verb, directly or indirectly, voluntarily or
involuntarily, by operation of law or otherwise, to transfer, sell, assign,
exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise
dispose of.

                  "Variable Funding Capital Commitment" with respect to each
Series of Variable Funding Certificates, shall have the meaning assigned to such
term in the related Series Supplement.

                  "Variable Funding Certificate" shall have the meaning assigned
to such term in Section 7.4 hereof.

                  "Variable Funding Certificate Capital Contribution Request"
shall mean any written request, either substantially in the form of Exhibit A
hereto, delivered by the Company to any holder of a Variable Funding Certificate
of any Series, or made as described in Section 16.8.

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       20


                                                                       EXHIBIT A

        FORM OF VARIABLE FUNDING CERTIFICATE CAPITAL CONTRIBUTION REQUEST
                          CEF Equipment Holding, L.L.C.
                              44 Old Ridgebury Road
                           Danbury, Connecticut 06810

General Electric Capital Services, Inc.
44 Old Ridgebury Road
Danbury, Connecticut 06810
Attn: [           ]
Facsimile: [           ]

Re:      CEF Equipment Holding, L.L.C. (the "Company")
         Variable Funding Certificate, Series [   ]

Ladies and Gentlemen:

         This notice confirms the Company's request for a capital contribution
on your Variable Funding Certificate, Series [__], pursuant to Section 10.2 of
the Amended and Restated Limited Liability Company Agreement, dated as of
September 25, 2003 (the "Limited Liability Company Agreement"), and the Series
Supplement thereto related to your Variable Funding Certificate, Series [__], in
the amount of $____________. Please contribute the requested amount as set forth
in Section 10.2 of the Limited Liability Company Agreement.

         Please acknowledge receipt of this notice by executing below and
returning to the above-listed address.

                              Very truly yours,

                              CEF Equipment Holding, L.L.C., with respect to the
                              Series 2003-1 Variable Funding Certificates

                              By: _____________________________________
                                  Name:
                                  Title:

ACKNOWLEDGED:

General Electric Capital Services, Inc.

By: ____________________________________
Name:
Title:

                                                    Amended and Restated Limited
                                                     Liability Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       21


                                   SCHEDULE I

      Officer                                     Title

Paul T. Bossidy                 President and Principal Executive Officer

Christopher Jacobs              Vice President and Principal Financial Officer

Mary C. Hemphill                Vice President and Principal Accounting Officer

Charles E. Rhodes               Vice President and Secretary

Michael A. Meehan               Vice President and Assistant Secretary

Linda M. Zecher                 Vice President and Assistant Secretary

Michael Cipolla                 Vice President and Principal Servicing Officer

Mark R. Hutchinson              Vice President

Timothy M. Carfi                Vice President

Thomas F. Fanelli               Vice President

Timothy J. Yanoti               Vice President

                                          Amended and Restated Limited Liability
                                                               Company Agreement
                                                of CEF Equipment Holding, L.L.C.

                                       22

EX-4.B

                                                                    EXHIBIT 4(b)

           SERIES 2003-1 SUPPLEMENT TO THE SECOND AMENDED AND RESTATED
          LIMITED LIABILITY COMPANY AGREEMENT OF CEF EQUIPMENT HOLDING,
                                     L.L.C.

                  SERIES 2003-1 SUPPLEMENT, dated as of September 25, 2003, by
and between General Electric Capital Services, Inc., as Manager (the "Manager")
and General Electric Capital Services, Inc., as holder of the Series 2003-1
Variable Funding Certificate (as defined below) (this "Series 2003-1
Supplement") to the Second Amended and Restated Limited Liability Company
Agreement, dated as of September 25, 2003 (as amended, modified or supplemented
from time to time, the "Base LLC Agreement"), of CEF Equipment Holding, L.L.C.
(the "Company").

                              PRELIMINARY STATEMENT

                  WHEREAS, Section 7.4 of the Base LLC Agreement provides, among
other things, that the Manager may from time to time enter into a series
supplement to the Base LLC Agreement (each, a "Series Supplement") for the
purpose of issuing a Series of Variable Funding Certificates.

                  NOW, THEREFORE, the parties hereto agree as follows:

                                   DESIGNATION

                  There is hereby created a Series of Variable Funding
Certificates to be issued pursuant to the Base LLC Agreement and this Series
2003-1 Supplement and such Series of Variable Funding Certificate shall be
designated and referred to herein as the "Series 2003-1 Variable Funding
Certificate". The sole Series 2003-1 Variable Funding Certificate shall be
issued to General Electric Capital Services, Inc., as holder of the Series
2003-1 Variable Funding Certificate.

                                    ARTICLE I
                                   DEFINITIONS

                  (a)      All capitalized terms not otherwise defined herein
are defined in the Base LLC Agreement. Unless otherwise provided herein or if
such term is otherwise defined in the Base LLC Agreement, each capitalized term
used or defined herein shall relate only to the Series 2003-1 Variable Funding
Certificate and not to any other Series of Variable Funding Certificate issued
by the Company.

                  (b)      The following words and phrases shall have the
meanings set forth below with respect to the Series 2003-1 Variable Funding
Certificate and the definitions of such terms are applicable to the singular as
well as the plural form of such terms:

                  "Amounts Available for Distribution" means, on each Payment
Date, all funds received by the Issuer from whatever source with respect to the
related Securitized Pool and available for distribution after the payment of all
obligations of the Issuer payable on such Payment Date with respect to the
related Securitized Pool.

                                          Series 2003-1 LLC Agreement Supplement



                  "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.

                  "Issuer" means GE Commercial Equipment Financing LLC, Series
2003-1.

                  "Outstanding Unfunded Capital Commitment" means, as of any
date of determination, (i) the Variable Funding Capital Commitment reduced by
(ii) the aggregate amount of capital contributions made by holder of the Series
2003-1 Variable Funding Certificate pursuant to Section 2.2 hereof and Section
10.2 of the Base LLC Agreement. If on any Payment Date the Outstanding Unfunded
Capital Commitment is less than the Variable Funding Capital Commitment, the
Outstanding Unfunded Capital Commitment shall be increased on such Payment Date
to the extent of Amounts Available for Distribution on such Payment Date,
provided that in no event shall the Outstanding Unfunded Capital Commitment
after any such increase exceed the Variable Funding Capital Commitment.

                  "Payment Date" means the 20th day of each calendar month or,
if such day is not a Business Day, the next Business Day, commencing on October
20, 2003.

                  "Variable Funding Capital Commitment" means, as of any date of
determination, an amount equal to $13,193,123, or such lesser amount as the
Company may instruct the holder of the Series 2003-1 Variable Funding
Certificate from time to time in accordance with the related Transaction
Documents.

                                   ARTICLE II
                                  SERIES 2003-1

                  With respect to the Series 2003-1 Variable Funding
Certificate, the following shall apply:

                  SECTION 2.1 ISSUANCE OF THE SERIES 2003-1 VARIABLE FUNDING
                              CERTIFICATE.

                  The Manager, on behalf of the Company, will issue a
certificate evidencing the Series 2003-1 Variable Funding Certificate in
substantially the form set forth as Exhibit A to this Series 2003-1 Supplement
to General Electric Capital Services, Inc., on the date hereof.

                  SECTION 2.2 CAPITAL CONTRIBUTIONS

                  The holder of the Series 2003-1 Variable Funding Certificate,
by its execution hereof, hereby (i) agrees to contribute capital to the Company
from time to time in accordance with Section 10.2 of the Base LLC Agreement,
(ii) agrees it is bound by the Base LLC Agreement as supplemented hereby, and
(iii) is admitted to the Company as a Member.

                  SECTION 2.3 DISTRIBUTION PAYMENTS.

                  Amounts Available for Distribution with respect to the Series
2003-1 Variable Funding Certificate shall be payable, on each Payment Date, in
accordance with Section 11.2 of the Base LLC Agreement to the holder of the
Series 2003-1 Variable Funding Certificate.

                                             Series 2003-1 LLC Series Supplement

                                       2



                  SECTION 2.4 REDEMPTION

                  Following the reduction of the Variable Funding Capital
Commitment to zero by the Company, the Series 2003-1 Variable Funding
Certificate shall be delivered to the Manager by each holder thereof and shall
thereby be redeemed by the Company. To the extent of the holder of the Series
2003-1 Variable Funding Certificate shall have failed to be reimbursed for any
capital contribution made by it hereunder, the holder shall remain a Member of
the Company, shall be deemed to have made a capital contribution to the Company
in the amount of such deficiency and shall be entitled to distributions on
account thereof in accordance with Section 11.1 of the Base LLC Agreement.

                                   ARTICLE III
                             TRANSFER OF CERTIFICATE

                  SECTION 3.1 FORM, DENOMINATION AND TRANSFER

                  The Series 2003-1 Variable Funding Certificate will be issued
in fully registered, certificated form to General Electric Capital Services Inc.
substantially in the form attached as Exhibit A. The Series 2003-1 Variable
Funding Certificate has not been and will not be registered under the Securities
Act or under the securities or blue sky laws of any state in the United States.
The holder of the Series 2003-1 Variable Funding Certificate may not sell,
transfer or assign the Series 2003-1 Variable Funding Certificate without the
Consent of the Company or its permitted successors and assigns.

                                   ARTICLE IV
                                     GENERAL

                  SECTION 4.1 RATIFICATION OF BASE LLC AGREEMENT.

                  As supplemented by this Series 2003-1 Supplement, the Base LLC
Agreement is in all respects ratified and confirmed and the Base LLC Agreement
as so supplemented by this Series 2003-1 Supplement shall be read, taken, and
construed as one and the same instrument.

                  SECTION 4.2 COUNTERPARTS.

                  This Series 2003-1 Supplement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.

                  SECTION 4.3 GOVERNING LAW.

                  THIS SERIES 2003-1 SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO THE PROVISIONS THEREOF REGARDING CONFLICTS OF LAWS.

                                             Series 2003-1 LLC Series Supplement

                                       3



                  SECTION 4.4 AMENDMENTS.

                  This Series 2003-1 Supplement may be modified or amended from
time to time in accordance with the terms of the Base LLC Agreement; provided
that no such modifications or amendment shall be inconsistent with the Base LLC
Agreement.

                                             Series 2003-1 LLC Series Supplement

                                       4



                  IN WITNESS WHEREOF, the parties hereto have caused this Series
2003-1 Supplement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.

                                           GENERAL ELECTRIC CAPITAL SERVICES,
                                           INC. as Manager

                                           By: _________________________________
                                           Name:
                                           Title:

                                           GENERAL ELECTRIC CAPITAL SERVICES,
                                           INC. as holder of the Series 2003-1
                                           Variable Funding Certificate

                                           By: _________________________________
                                           Name:
                                           Title:

                                          Series 2003-1 LLC Agreement Supplement

                                      S-1



                                                                       EXHIBIT A

               FORM OF SERIES 2003-1 VARIABLE FUNDING CERTIFICATE

         THIS SERIES 2003-1 VARIABLE FUNDING CERTIFICATE HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION IN RELIANCE ON EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE
OR FOREIGN SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS SERIES 2003-1
VARIABLE FUNDING CERTIFICATE SHALL BE MADE.

         THE HOLDER OF THIS SERIES 2003-1 VARIABLE FUNDING CERTIFICATE HEREOF IS
REQUIRED TO MAKE CAPITAL CONTRIBUTIONS REQUESTED BY THE COMPANY (OR BY CERTAIN
OTHER PERSONS REFERRED TO HEREIN) UP TO ITS PERCENTAGE INTEREST OF THE VARIABLE
FUNDING CAPITAL COMMITMENT. THE OUTSTANDING UNFUNDED CAPITAL COMMITMENT OF THE
SERIES 2003-1 VARIABLE FUNDING CERTIFICATE AT ANY TIME MAY BE LESS THAN SUCH
MAXIMUM AMOUNT.

         THIS SERIES 2003-1 VARIABLE FUNDING CERTIFICATE IS NOT AN OBLIGATION
OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, GENERAL
ELECTRIC CAPITAL CORPORATION, GENERAL ELECTRIC CAPITAL SERVICES, INC. OR ANY OF
THEIR RESPECTIVE AFFILIATES.

                                          Series 2003-1 LLC Agreement Supplement



                          CEF EQUIPMENT HOLDING, L.L.C.
                   SERIES 2003-1 VARIABLE FUNDING CERTIFICATE

                       With a Percentage Interest of 100%

                                       and

                          Representing a Maximum Amount
          outstanding at any time not to exceed the Percentage Interest
                   of the Variable Funding Capital Commitment

         This certifies that GENERAL ELECTRIC CAPITAL SERVICES, INC. (the
"Holder") is the registered owner of this Series 2003-1 Variable Funding
Certificate as described in the Amended and Restated Limited Liability Company
Agreement of CEF Equipment Holding, L.L.C. (the "Base LLC Agreement") dated as
of September 25, 2003 and the Series Supplement related thereto dated as of
September 25, 2003 (the "Series Supplement"), as each may be amended or
supplemented from time to time. Capitalized terms used herein and not defined
herein shall have the meanings ascribed thereto in the Series Supplement.

         This Series 2003-1 Variable Funding Certificate represents the
Percentage Interest specified above of the series of limited liability company
interests in the company designated as the Series 2003-1 Variable Funding
Certificate, including any distributions from the Company pursuant to Section
11.2 of the Base LLC Agreement. All of the provisions of the Base LLC Agreement
and the Series Supplement are incorporated by reference and comprise integral
parts of this Series 2003-1 Variable Funding Certificate. The following summary
of certain provisions thereof is not and does not purport to be complete. By its
acceptance hereof, the Holder of this Series 2003-1 Variable Funding Certificate
assents to and is bound by the terms, provisions and conditions of the Base LLC
Agreement and the Series Supplement, including the provisions thereof (i)
setting forth the obligation of the Holder of this Series 2003-1 Variable
Funding Certificate to make capital contributions as and when properly requested
pursuant to Section 10.2 of the Base LLC Agreement and (ii) specifying that this
Series 2003-1 Variable Funding Certificate is payable only from certain funds of
the Company that are available for such purpose in accordance with Section 11.2
of the Base LLC Agreement.

         Subject to the more detailed provisions concerning payments to be made
to the Holder of the Series 2003-1 Variable Funding Certificate set forth in the
Base LLC Agreement and the Series Supplement, distributions to the Holder of
this Series 2003-1 Variable Funding Certificate will be made on the 20th day of
each calendar month, or if such day is not a Business Day, then on the next
succeeding Business Day, to the extent funds are available therefor.

         THE HOLDER MAY NOT TRANSFER, ASSIGN OR CONVEY THIS SERIES 2003-1
VARIABLE FUNDING CERTIFICATE, OR ANY INTEREST THEREIN, WITHOUT THE CONSENT OF
THE COMPANY OR ITS PERMITTED

                                          Series 2003-1 LLC Agreement Supplement



SUCCESSORS AND ASSIGNS. The Company will maintain a register in which it will
record the name and contact information for each Holder. No transfer, assignment
or conveyance of this Series 2003-1 Variable Funding Certificate, or any
interest therein, will be effective prior to notice to the Company and
recordation by the Company thereof in such register.

         THIS VARIABLE FUNDING CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

                                          Series 2003-1 LLC Agreement Supplement



         IN WITNESS WHEREOF, the Company has caused this Series 2003-1 Variable
Funding Certificate to be duly executed.

                                           CEF EQUIPMENT HOLDING,
                                           L.L.C., as Issuer

                                           By: GENERAL ELECTRIC CAPITAL
                                           SERVICES, INC., not in its individual
                                           capacity but solely in its capacity
                                           as Manager

                                           By: _________________________________
                                           Name:
                                           Title:

Dated: September 25, 2003

                                          Series 2003-1 LLC Agreement Supplement

EX-4.C

                                                                    Exhibit 4(c)

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

                     (A DELAWARE LIMITED LIABILITY COMPANY)

                            Dated September 25, 2003

                                                            Issuer LLC Agreement



              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

                  LIMITED LIABILITY COMPANY AGREEMENT dated as of September 25,
2003, adopted by CEF Equipment Holding, L.L.C., with respect to its series of
limited liability company interests designated as the Series 2003-1 Variable
Funding Certificates (the "Initial Member").

                              Preliminary Statement

                  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").

                  Accordingly, the Initial Member hereby adopts the following as
the "Limited Liability Company Agreement" of the Company within the meaning of
Section 18-101(7) of the Act.

                                    ARTICLE I

                  SECTION 1.1 Definitions. Capitalized terms used in this
Agreement and not otherwise defined herein shall have the meanings assigned to
such terms in the "Definitions Addendum" attached to this Agreement and
incorporated herein and shall otherwise have the meanings assigned to such terms
in the Act.

                                   ARTICLE II

                  SECTION 2.1 Formation. The Company was formed as a limited
liability company pursuant to the provisions of the Act on by this Agreement and
by the filing of the Certificate of Formation with the office of the Secretary
of State of Delaware. The Initial Member hereby adopts, confirms and ratifies
said Certificate of Formation and all acts taken in connection therewith.
Michael J. Cipolla is hereby designated as an "authorized person" within the
meaning of the Act, and has executed, delivered and filed the Certificate of
Formation of the Company with the Secretary of State of the State of Delaware.
Upon the filing of the Certificate of Formation with the Secretary of State of
the State of Delaware, his powers as an "authorized person" ceased, and the
Member thereupon became the designated "authorized person" and shall continue as
the designated "authorized person" within the meaning of the Act. The Member
shall execute, deliver and file any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do business
any other jurisdiction in which the Company may wish to conduct business. The
existence of the Company as a separate legal entity shall continue until
cancellation of the Certificate of Formation as provided in the Act.

                                  ARTICLE III

                  SECTION 3.1 Name. The name of the Company is GE Commercial
Equipment Financing LLC, Series 2003-1.

                                                            Issuer LLC Agreement



                                   ARTICLE IV

                  SECTION 4.1 Purpose and Limitations on Activities. The Company
shall limit its purposes and activities to (i) the issuance and sale of
Membership Interests, on the terms and conditions set forth herein; (ii)
acquiring (through purchase or otherwise) from CEF Equipment Holding, L.L.C. or
any of its subsidiaries or affiliates (collectively, the "Seller"), holding,
servicing, transferring and pledging equipment loan and lease receivables,
mortgage loans and receivables and any related rights, documents, assets, and
interests ("Assets"); (iii) entering into any agreement providing for the
acquisition, sale, financing, servicing, hedging or transfer of the Assets or
interests in the Assets; (iv) retaining or reacquiring an interest in the
Assets; (v) lending or otherwise investing proceeds from Assets and any other
income; and (vi) any purposes and activities necessary, convenient or incidental
to the conduct, promotion or attainment of the business purposes and activities
of the Company as set forth in clauses (i) through (v) above.

Provided that, in connection with the permitted activities specified above, the
purpose and activities of the Company shall be further limited as follows:

         (vii) the Company may only hold (a) financial assets (as that term is
defined within Statement of Financial Accounting Standards No. 140 and related
Generally Accepted Accounting Principles, as amended) transferred to it from the
Seller (the "Transferred Assets"), (b) cash obtained from collections of the
Financial Assets and temporary cash equivalent investments of that cash pending
distribution, and (c) nonfinancial assets that may be acquired from time to time
in connection with foreclosure and related servicing activities associated with
the financial assets acquired under clause (a) above. Temporary cash investments
are intended to include money market accounts and certificates of deposits with
maturities no later than the next scheduled distribution date;

         (viii) the servicing of assets held by the Company shall be conducted
in a manner that is consistent with the servicing agreement to which the Company
shall become a party coincident with the initial transfer of assets from the
Seller (the "Servicing Agreement");

         (ix) the Company may sell or assign assets only as specified in the
Servicing Agreement;

         (x) the Company may enter into derivative contracts or hedges that have
the following characteristics: (a) are interest rate swap arrangements, (b) have
a fair value at inception of zero, and (c) commence on a date within 2 days of
the effective date of the receipt by the Company of Transferred Assets.

                  SECTION 4.2 Authority. The Company, by or through the Member,
or any Manager on behalf of the Company, may enter into and perform the
Indenture, Transaction Documents and all documents, agreements, certificates, or
financing statements contemplated thereby or related thereto, together with any
amendments or supplements thereto, all without any further act, vote or approval
of any other Person notwithstanding any other provision of this Agreement, the
Act or applicable law, rule or regulation. The foregoing authorization shall not
be deemed a restriction on the powers of the Member or any Manager to enter into
other agreements on behalf of the Company.

                                                            Issuer LLC Agreement

                                       2



                                    ARTICLE V

                  SECTION 5.1 Registered Office; Other Offices. The address of
the registered office of the Company in the State of Delaware is c/o Corporation
Service Company, 2711 Centerville Road, Wilmington, New Castle County, Delaware
19808. The Manager may establish other offices of the Company at such locations
within or outside the State of Delaware as the Initial Member may determine.

                                   ARTICLE VI

                  SECTION 6.1 Registered Agent. The name and address of the
registered agent of the Company for service of process on the Company in the
State of Delaware is Corporation Service Company, 2711 Centerville Road,
Wilmington, New Castle County, Delaware, 19808.

                                   ARTICLE VII

                  SECTION 7.1 Admission of Members. (a) By execution of this
Agreement, the Initial Member is hereby admitted as a Member of the Company and
shall have a Membership Interest in the Company including, without limitation,
such rights in and to the profits and losses of the Company and rights to
receive distributions of the Company's assets, and such other rights and
obligations, as provided herein. On the date hereof, the Variable Funding
Certificate shall be issued to the Initial Member, and the Initial Member hereby
agrees that it is bound by the terms and conditions of this Agreement, including
those set forth in the Variable Funding Certificate.

                  (b)      Without the consent of any Member or other Person,
the Manager may cause the Company to issue additional Membership Interests and
thereby admit a new Member or new Members, as the case may be, to the Company,
only if such new Member (i) has delivered to the Initial Member its capital
contribution, (ii) has agreed in writing to be bound by the terms of this
Agreement by becoming a party hereto, and (iii) has delivered such additional
documentation as the Initial Member shall reasonably require to so admit such
new Member to the Company.

                  SECTION 7.2 Initial Member. The name and the address of the
Initial Member of the Company is as follows:

                           CEF Equipment Holding, L.L.C.
                           44 Old Ridgeburry Road
                           Danbury, Connecticut  06810

                                  ARTICLE VIII

                  SECTION 8.1 Management. Subject to Section 16.1 management of
the Company is initially vested in the Initial Member. The Initial Member shall
be a "manager" within the meaning of the Act (a "Manager") until such time as
the Initial Member appoints one or more Managers to replace the Initial Member
in its capacity as manager of the Company. Each Manager shall perform duties, on
behalf of the Company as Manager as set forth in this

                                                            Issuer LLC Agreement

                                       3



Agreement and in the Act and may enter into contracts with Persons on behalf of
the Company and engage in activities on behalf of the Company, including
issuing, delivering and executing contracts, agreements and other documents in
connection therewith, in each case in accordance with Section 4.1.

                  SECTION 8.2 Managers to Provide Information to the Initial
Member. It shall be the duty of each Manager to keep the Initial Member
reasonably informed as to material events relating to the Company, including,
without limitation, all claims pending or threatened against the Company and the
execution by such Manager on behalf of the Company of any material agreements or
instruments.

                  SECTION 8.3 Accounting and Tax Reports; Tax Matters. (a) The
Manager shall: (a) maintain (or cause to be maintained) the books of the Company
on a calendar year basis on the accrual method of accounting, (b) deliver to
each Member, as may be required by the Code and applicable Treasury Regulations,
such information as may be required (including Schedule K-1) to enable each
Member to prepare its federal, state and local income tax returns, (c) file such
tax returns relating to the Company, and make such elections as may from time to
time be required or appropriate under any applicable state or federal statute or
rule or regulation thereunder so as to maintain the Company's characterization
as a partnership for federal income tax purposes, (d) cause such tax returns to
be signed in the manner required by law and (e) collect or cause to be collected
any withholding tax with respect to income or distributions to Members. The
Manager shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Assets and shall
elect under Section 171 of the Code to amortize any bond premium with respect to
the Assets. The Manager shall not make the election provided under Section 754
of the Code.

                  (b)      Initial Member shall be designated the "tax matters
partner" of the Company pursuant to Section 6231(a)(7)(A) of the Code and
applicable Treasury Regulations and shall sign on behalf of the Company the tax
returns of the Company.

                                   ARTICLE IX

                  SECTION 9.1 Initial Capital Contributions. The initial cash
capital contribution to be made by the Initial Member promptly hereafter is
$10,000.

                                    ARTICLE X

                  SECTION 10.1 Additional Contributions. (a) The Members shall
have no obligation to make any additional capital contribution to the Company
after the date hereof, but the Initial Member may elect to do so from time to
time. Notwithstanding the foregoing, upon demand of the Company or as provided
in Section 16.8, the Variable Funding Certificateholder shall be obligated to
make additional capital contributions to the Company in an amount up to the
Outstanding Unfunded Capital Commitment. Not later than 2:00 p.m. on the
Business Day following delivery of such demand, the Variable Funding
Certificateholder shall fund the indicated amount by wire transfer of
immediately available funds to the account or accounts designated by the
Company.

                                                            Issuer LLC Agreement

                                       4



                                   ARTICLE XI

                  SECTION 11.1 Distributions. Distributions shall be made to the
Members at the times and in the aggregate amounts determined by the Manager,
subject to the limitations of the Act or other applicable laws.

                  SECTION 11.2 Distributions on the Variable Funding
Certificate. Subject to the limitations of the Act or other applicable laws, on
each Distribution Date, the Company shall distribute to the Variable Funding
Certificateholder all Amounts Available for Distribution.

                  SECTION 11.3 Distribution upon Withdrawal. Upon withdrawal,
any withdrawing Member shall not be entitled to receive any distribution and
shall not otherwise be entitled to receive the fair market value of its
Membership Interest.

                                   ARTICLE XII

                  SECTION 12.1 Transfers. (a) A Member other than the Initial
Member may not Transfer any part of its Membership Interest without the prior
written consent of the Initial Member, such consent not to be unreasonably
withheld. Any purported Transfer of any Membership Interest in contravention of
this Section 12.1 shall, to the fullest extent permitted by law, be null and
void and of no force or effect whatsoever. No purchase or transfer of a
Membership Interest will be effective, and neither the Company nor the Initial
Member will recognize any such purchase or transfer, if, after giving effect to
such purchase or transfer, 25% or more of the Membership Interests as determined
under 29 C.F.R. Section 2510.3-101, would be held by Benefit Plan Investors. A
purchaser that is, or is acting on behalf of, an employee benefit plan subject
to ERISA or Section 4975 of the Code or any entity deemed to hold plan assets of
either of the foregoing, will be required to represent and warrant that its
investment in the Membership Interests will not result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code (or, in the case
of a governmental or church plan, a violation of any similar federal, state or
local law).

                  (b)      The Initial Member shall admit a transferee of a
Member's Membership Interest to the Company only if such transferee (i) has
agreed in writing to be bound by the terms of this Agreement by becoming a party
hereto and (ii) has delivered such additional documentation as the Initial
Member shall reasonably require to so admit such transferee to the Company.
Notwithstanding anything contained herein to the contrary, both the Company and
the Initial Member shall be entitled to treat the transferor of a Membership
Interest as the absolute owner thereof in all respects, and shall incur no
liability for distributions of cash or other property made in good faith to it,
until such time as a written assignment or other evidence of the consummation of
a Transfer that conforms to the requirements of this Section 12.1 and is
reasonably satisfactory to the Initial Member has been received by the Company.
The effective date of any Transfer permitted under this Agreement shall be the
close of business on the day of receipt thereof by the Company.

                  (c)      The Variable Funding Certificateholder may not
transfer, assign or convey the Variable Funding Certificate or the interest
represented thereby, without the Consent of the Company, provided that such
consent shall not be unreasonably withheld and without complying

                                                            Issuer LLC Agreement

                                       5



with the terms of the Variable Funding Certificate. No transfer, assignment or
conveyance of the Variable Funding Certificate will be effective prior to notice
to the Company and recordation by the Company thereof in such register.

                  SECTION 12.2 Restrictions on Expulsion. No Member shall be
expelled as a Member under any circumstances.

                                  ARTICLE XIII

                  SECTION 13.1 Liability of Members. Except as required by the
Act, no Member or any Manager, agent, shareholder, director, employee or
incorporator of any Member will be liable for the debts, solely by reason of
being a member or manager of the Company whether arising in contract, tort or
otherwise, which debts, obligations and liabilities shall be solely the debts,
obligations and liabilities of the Company or such other Member, as applicable.

                                   ARTICLE XIV

                  SECTION 14.1 Exculpation and Indemnification of Members. (a)
No Indemnified Party shall be liable to the Company or any Member for any loss,
damage or claim incurred by reason of any act performed or any act omitted by
such Indemnified Party in connection with any matter arising from, or related
to, or in connection with this Agreement or the Company's business or affairs;
provided, however, that the foregoing shall not eliminate or limit the liability
of any Indemnified Party if a judgment or other final adjudication adverse to
the Indemnified Party establishes (i) that the Indemnified Party's acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or (ii) that the Indemnified Party personally gained in fact a
financial profit or other advantage to which the Indemnified Party was not
legally entitled.

                  (b)      The Company shall, to the fullest extent permitted by
the Act, indemnify and hold harmless, and advance expenses to, each Indemnified
Party against any losses, claims, damages or liabilities to which the
Indemnified Party may become subject in connection with any matter arising from,
related to, or in connection with, this Agreement or the Company's business or
affairs; provided, however, that no indemnification may be made to or on behalf
of any Indemnified Party (and expenses advanced shall be returned) if a judgment
or other final adjudication adverse to the Indemnified Party establishes (i)
that the Indemnified Party's acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated or (ii) that the Indemnified Party personally gained in fact a
financial profit or other advantage to which the Indemnified Party was not
legally entitled.

                  (c)      Notwithstanding anything else contained in this
Agreement, the indemnity obligations of the Company under paragraph (b) above
shall:

                           (i)      be in addition to any liability that the
                  Company may otherwise have;

                                                            Issuer LLC Agreement

                                       6



                           (ii)     inure to the benefit of the successors,
                  assigns, heirs and personal representatives of each
                  Indemnified Party; and

                           (iii)    be limited to the assets of the Company.

                  (d)      This Article XIV shall survive any termination of
this Agreement and the dissolution of the Company.

                                   ARTICLE XV

                  SECTION 15.1 Duration and Dissolution. The Company shall be
dissolved and its affairs shall be wound up upon the affirmative vote or written
consent of the Initial Member or as otherwise required by the Act.

                                   ARTICLE XVI

                  SECTION 16.1 Bankruptcy. Except by the unanimous consent of
all Members, and Managers, the Company shall not file a voluntary petition in
bankruptcy or otherwise seek relief under Title 11 of the United States Code or
any successor statute thereto, or under any similar applicable state law.

                  SECTION 16.2 Amendments. This Agreement may be amended only by
written instrument executed by the Initial Member, provided that the Rating
Agency Condition is satisfied.

                  SECTION 16.3 Headings. The titles of Sections of this
Agreement are for convenience or reference only and shall not define or limit
any of the provisions of this Agreement.

                  SECTION 16.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF.

                  SECTION 16.5 Separability of Provisions. Each provision of
this Agreement shall be considered separable and if for any reason any provision
or provisions herein are determined to be invalid, unenforceable or illegal
under any existing or future law, such invalidity, unenforceability or
illegality shall not impair the operation of or affect those portions of this
Agreement which are valid, enforceable and legal.

                  SECTION 16.6 Further Assurances. The Initial Member shall
execute and deliver such further instruments and do such further acts and things
as may be required to carry out the intent and purposes of this Agreement.

                  SECTION 16.7 Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original of this
Agreement. Executed counterparts may be delivered electronically.

                                                            Issuer LLC Agreement

                                       7



                  SECTION 16.8 Assignment; Third Party Beneficiaries. The
parties hereto acknowledge and agree that the obligation of the Variable Funding
Certificateholder to make capital contributions pursuant to the Variable Funding
Certificate and all other rights of the Company under this Agreement may be
pledged from time to time by the Company to creditors of the Company to secure
the Company's obligations to such creditors. In connection with the exercise of
remedies against the Company any such Creditor may request the Variable Funding
Certificateholder to make capital contributions pursuant to Article X hereof
without further consent of the Variable Funding Certificateholder. Nothing in
this Agreement or in the Variable Funding Certificate, whether express or
implied, shall be construed to give to any other Person (other than a party
hereto or an Indemnified Party) any legal or equitable right, remedy or claim
under or in respect of this Agreement or the Variable Funding Certificate, or
any covenants, conditions or provisions contained herein or therein.

                  SECTION 16.9 Notwithstanding any other provision of this
Agreement, the Member agrees that this Agreement constitutes a legal, valid and
binding agreement of the Member, and is enforceable against the Member, in
accordance with its terms.

                               [Signature Follows]

                                                            Issuer LLC Agreement

                                       8



                  IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Agreement as of the date first above
written.

                                               CEF EQUIPMENT HOLDING, L.L.C.,
                                                   with respect to its series of
                                                   limited liability company
                                                   interests designated as the
                                                   Series 2003-1 Variable
                                                   Funding Certificates, as
                                                   Member and Variable Funding
                                                   Certificateholder

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                                            Issuer LLC Agreement

                                       9



                              DEFINITIONS ADDENDUM
                                     TO THE
                       LIMITED LIABILITY COMPANY AGREEMENT

                  "Act" is defined in the Preliminary Statement.

                  "Affiliate" means, with respect to any Person, any Person or
group of Persons acting in concert in respect of the Person in question that,
directly or indirectly, controls or is controlled by or is under common control
with such Person. For the purposes of this definition, "control" (including,
with correlative meaning, the terms "controlled by" and "under common control
with") as used with respect to any Person or group of Persons, shall mean the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

                  "Agreement" means this Limited Liability Company Agreement,
including the Variable Funding Certificate, as amended from time to time.

                  "Amounts Available for Distribution" means on each
Distribution Date all funds received by the Company from whatever source after
the payment of all interest, principal and other debt payments made by the
Company on such Distribution Date and any other obligations of the Company
payable on such Distribution Date.

                  "Asset" is defined in Section 4.1.

                  "Benefit Plan Investor" means an "employee benefit plan"
within the meaning of Section 3(3) of (whether or not subject to ERISA, and
including, without limitation, foreign or government plans), a "plan" described
in Section 4975(e)(1) of the Code, or any entity deemed to hold "plan assets" of
any of the foregoing by reason of investment by an "employee benefit plan" or
"plan" in the entity.

                  "Business Day" means any day that is not a Saturday, 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.

                  "Certificate of Formation" means the Certificate of Formation
of the Company, as amended from time to time.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and Treasury Regulations promulgated thereunder.

                  "Company" means GE Commercial Equipment Financing LLC, Series
2003-1, a Delaware limited liability company.

                  "Distribution Date" means the 20th day of each calendar month,
or, if such day is not a Business Day, the next Business Day, commencing on
October 20, 2003.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time and any regulations promulgated thereunder.

                                                            Issuer LLC Agreement

                                       10



                  "Indemnified Party" means a Member, Manager, employee,
organizer or agent of the Company or any officer, agent, shareholder, director,
employee or incorporator of the Initial Member.

                  "Indenture" means the Indenture, dated September 25, 2003,
between the Company and JPMorgan Chase Bank, as the Indenture Trustee
thereunder, as the same may be amended and supplemented from time to time.

                  "Initial Capital Commitment" means an amount equal to
$13,193,123.

                  "Initial Member" has the meaning assigned in the preamble.

                  "Manager" is defined in Section 8.1.

                  "Member" means the Initial Member and any Person that is
admitted as a member of the Company, in each case for so long as such Person
continues to be a member of the Company, in such Person's capacity as a member
of the Company.

                  "Membership Interest" means the entire limited liability
company interest of a Member in the Company at any particular time, including
the right of a Member to any and all benefits to which a Member may be entitled
as provided in this Agreement, together with the obligations of such member to
comply with all the terms and provisions of this Agreement. A Membership
Interest may be represented by a certificate or a Variable Funding Certificate.

                  "Outstanding Unfunded Capital Commitment" means, as of any
date of determination, (i) the Variable Funding Capital Commitment, reduced by
(ii) the aggregate amount of capital contributions made by the holder of the
Variable Funding Certificate pursuant to the Agreement. If on any Distribution
Date the Outstanding Unfunded Capital Commitment is less than the Variable
Funding Capital Commitment, the Outstanding Unfunded Capital Commitment shall be
increased on such Distribution Date to the extent of Amounts Available for
Distribution on such Payment Date, provided that in no event shall the
Outstanding Unfunded Capital Commitment after any such increase exceed the
Variable Funding Capital Commitment.

                  "Person" means an individual, partnership corporation
(including a business trust), limited liability company, joint stock company,
trust, association, joint venture, government or any agency or political
subdivision thereof or any other entity of whatever nature.

                  "Rating Agency Condition" means, with respect to any action,
that each rating agency rating any notes issued by the Company shall have been
given prior notice thereof and that each of the rating agencies shall have
notified the Company and JPMorgan Chase Bank as the Indenture Trustee in writing
that such action will not result in a reduction or withdrawal of the then
current rating of any such class of the notes.

                  "Seller" is defined in Section 4.1.

                  "Transaction Documents" means this Agreement, the Related
Documents as defined in the Indenture dated as of September 25, 2003, between
the Company and JPMorgan

                                                            Issuer LLC Agreement

                                       11



Chase Bank, as indenture trustee (the "Indenture") and all documents and
certificates contemplated thereby or delivered in connection therewith.

                  "Transfer" means, (i) as a noun, any transfer, sale,
assignment, exchange, charge, pledge, gift, hypothecation, conveyance,
encumbrance or other disposition whether direct or indirect, voluntary or
involuntary, by operation of law or otherwise and, (ii) as a verb, directly or
indirectly, voluntarily or involuntarily, by operation of law or otherwise, to
transfer, sell, assign, exchange, charge, pledge, give, hypothecate, convey,
encumber or otherwise dispose of.

                  "Treasury Regulations" means regulations, including proposed
or temporary regulations, promulgated under the Code.

                  "Variable Funding Capital Commitment" as of any date means an
amount equal to the lesser of (x) $13,193,123 and (y) the sum of the outstanding
principal balances of the Class A-4 and Class B Notes (as defined in the
Indenture) as of such date as determined pursuant to the Indenture.

                  "Variable Funding Certificate" means a certificate
representing a Membership Interest in the form of Exhibit B. The terms set forth
in the Variable Funding Certificate are incorporated by reference and constitute
part of this Agreement.

                  "Variable Funding Certificateholder" means the registered
holder of a Variable Funding Certificate.

                                                            Issuer LLC Agreement

                                       12



                                                                       EXHIBIT A

                        FORM OF CERTIFICATE OF FORMATION

                                       OF

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

         This Certificate of Formation of GE Commercial Equipment Financing LLC,
Series 2003-1, dated as of August 27, 2003, has been duly executed and is being
filed by August 27, 2003, as an authorized person, to form a limited liability
company under the Delaware Limited Liability Company Act (6 Del.C. Section
18-101, et seq.).

1.       The name of the limited liability company is GE Commercial Equipment
         Financing LLC, Series 2003-1 (the "LLC").

2.       The address of the registered office of the LLC in the State of
         Delaware is 2711 Centerville Road, in the City of Wilmington, County of
         New Castle, Delaware 19808. The name of the registered agent of the LLC
         at such address is The Corporation Trust Company.

3.       The name and address of the registered agent for service of process on
         the LLC in the State of Delaware is Corporation Service Company, 2711
         Centerville Road, County of New Castle, Wilmington, Delaware 19808.

4.       The period of duration of the LLC is perpetual unless otherwise
         dissolved in accordance with the Limited Liability Company Agreement of
         the LLC.

5.       This Certificate of Formation shall be effective as of its filing.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of the LLC this 27th day of August 2003.

                                               By: _____________________________
                                                   Name:  Michael J. Cipolla
                                                   Title: Authorized Person

                                                            Issuer LLC Agreement



                                                                       EXHIBIT B

                      FORM OF VARIABLE FUNDING CERTIFICATE

         THIS VARIABLE FUNDING CERTIFICATE HAS NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN
SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS VARIABLE FUNDING
CERTIFICATE SHALL BE MADE EXCEPT IN COMPLIANCE WITH SECTION 12.1(c) OF THE
LIMITED LIABILITY COMPANY AGREEMENT AND EITHER (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT OR (ii) IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE AND FOREIGN
SECURITIES LAWS.

         THE VARIABLE FUNDING CERTIFICATEHOLDER HEREOF IS REQUIRED TO MAKE
CAPITAL CONTRIBUTIONS REQUESTED BY THE COMPANY (OR BY CERTAIN OTHER PERSONS
REFERRED TO IN THE LLC AGREEMENT) UP TO A MAXIMUM AMOUNT SPECIFIED IN THE LLC
AGREEMENT. THE OUTSTANDING UNFUNDED CAPITAL COMMITMENT AT ANY TIME MAY BE LESS
THAN SUCH MAXIMUM AMOUNT.

         THIS VARIABLE FUNDING CERTIFICATE IS NOT AN OBLIGATION OF, AND WILL NOT
BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY, GENERAL ELECTRIC CAPITAL
CORPORATION, GENERAL ELECTRIC CAPITAL SERVICES, INC., CEF EQUIPMENT HOLDING,
L.L.C. OR ANY OF THEIR RESPECTIVE AFFILIATES.

                                                            Issuer LLC Agreement

                                      B-2



              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1
                          VARIABLE FUNDING CERTIFICATE

                                 Representing a
                                 Maximum Amount
                      outstanding at any time not to exceed
                                 $_____________

         This certifies that CEF EQUIPMENT HOLDING, L.L.C. (the "Holder") is the
registered owner of limited liability company interests evidenced by this
Variable Funding Certificate as described in the Limited Liability Company
Agreement of GE Commercial Equipment Financing LLC, Series 2003-1 (the
"Company") dated as of September [_], 2003, as amended from time to time (the
"LLC Agreement"). Capitalized terms used herein and not defined herein shall
have the meanings ascribed thereto in the LLC Agreement.

         This Variable Funding Certificate represents a 100% Membership Interest
in the Company, including the right to receive distributions from the Company
pursuant to Section 11.2 of the LLC Agreement. All of the provisions of the LLC
Agreement are incorporated by reference and comprise integral parts of this
Variable Funding Certificate. The following summary of certain provisions
thereof is not and does not purport to be complete. By its acceptance hereof,
the Holder of this Variable Funding Certificate assents to and is bound by the
terms, provisions and conditions of the LLC Agreement, including the provisions
thereof (i) setting forth the obligation of the Holder of this Variable Funding
Certificate to make capital contributions as and when properly requested
pursuant to Article X thereof and (ii) specifying that this Variable Funding
Certificate is payable only from certain funds of the Company that are available
for such purpose in accordance with Section 11.2 of the LLC Agreement.

         Subject to the more detailed provisions concerning payments to be made
to the Holder of the Variable Funding Certificate set forth in the LLC
Agreement, distributions to the Holder of the Variable Funding Certificate will
be made on the 20th day of each calendar month, or if such day is not a Business
Day, then on the next succeeding Business Day, to the extent funds are available
therefore.

         THE HOLDER MAY NOT TRANSFER, ASSIGN OR CONVEY THIS VARIABLE FUNDING
CERTIFICATE WITHOUT THE CONSENT OF THE COMPANY. ANY TRANSFER, CONVEYANCE OR
ASSIGNMENT MUST BE IN RESPECT OF 100% OF THIS VARIABLE FUNDING CERTIFICATE. THE
COMPANY WILL MAINTAIN A REGISTER IN WHICH IT WILL RECORD THE NAME AND CONTACT
INFORMATION FOR EACH HOLDER. NO TRANSFER, ASSIGNMENT OR CONVEYANCE OF THIS
VARIABLE FUNDING CERTIFICATE WILL BE EFFECTIVE PRIOR TO NOTICE TO THE COMPANY
AND RECORDATION BY THE COMPANY THEREOF IN SUCH REGISTER.

                                                            Issuer LLC Agreement

                                      B-3



         THIS VARIABLE FUNDING CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

                                                            Issuer LLC Agreement

                                      B-4



         IN WITNESS WHEREOF, the Company has caused this Variable Funding
Certificate to be duly executed.

                                          GE COMMERCIAL EQUIPMENT FINANCING LLC,
                                             SERIES 2003-1, as Issuer

                                          By: CEF EQUIPMENT HOLDING, L.L.C.,
                                          with respect to the Series 2003-1
                                          Variable Funding Certificates, not in
                                          its individual capacity but solely in
                                          its capacity as Manager

                                          By: __________________________________
                                              Name:
                                              Title:

Dated: September 25, 2003

                                                            Issuer LLC Agreement



                                                                       EXHIBIT C

                  FORM OF VARIABLE FUNDING CERTIFICATE CAPITAL
                              CONTRIBUTION REQUEST
              GE Commercial Equipment Financing LLC, Series 2003-1
                              44 Old Ridgebury Road
                           Danbury, Connecticut 06810

CEF Equipment Holding, L.L.C.
44 Old Ridgebury Road
Danbury, Connecticut 06810
Attn: [        ]
Facsimile: [      ]

         Re:   GE Commercial Equipment Financing
               Variable Funding Certificate

Ladies and Gentlemen:

         This notice confirms the Issuer's request for a capital contribution on
the Variable Funding Certificate pursuant to Section 10.1 of the Limited
Liability Company Agreement in the amount of $____________. Please contribute
the requested amount as set forth in Section 10.1 of the Limited Liability
Company Agreement.

         Please acknowledge receipt of this notice by executing below and
returning to the above-listed address.

                                          Very truly yours,

                                          GE Commercial Equipment Financing LLC,
                                              Series 2003-1

                                          By: __________________________________
                                               Name:
                                               Title:

ACKNOWLEDGED:

CEF Equipment Holding, L.L.C.

By: _______________________________
     Name:
     Title:

                                                            Issuer LLC Agreement

EX-4.D

                                                                    Exhibit 4(d)

                               LOAN SALE AGREEMENT

                         Dated as of September 25, 2003,

                                     between

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                   as Seller,

                                       and

                           CEF EQUIPMENT HOLDING, LLC,
                                  as Purchaser

                                                             Loan Sale Agreement



         This LOAN SALE AGREEMENT ("Agreement" or "Sale Agreement") is entered
into as of September 25, 2003, by and among GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation and CEF EQUIPMENT HOLDING, LLC, 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 1.1       Definitions. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in Section 1 of
Annex A.

         Section 1.2       Rules 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 CEF ASSETS

         Section 2.1       Sale of Loans. (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:

                  (i)      the Loans, including the Loan Files, and all
                           obligations of the Obligors thereunder, including all
                           obligations of such Obligor with respect thereto due
                           or to become due on or after the Cutoff Date;

                  (ii)     all Related Security and Collections with respect
                           thereto;

                  (iii)    all other property now or hereafter in the possession
                           or custody of, or in transit to, the Issuer, the
                           Servicer, any Sub-Servicer or the Seller relating to
                           any of the foregoing;

                  (iv)     all Records with respect to any of the foregoing; and

                  (v)      all Proceeds of the foregoing (collectively the "CEF
                           Assets").

                  (b)      On or before the Closing Date, the Seller shall (i)
         indicate in its computer files that the CEF Assets have been sold to
         the Purchaser pursuant to this Agreement by so identifying the CEF
         Assets with an appropriate notation and (ii) deliver to the Purchaser
         or its designee and the following documents (collectively, the "Loan
         Files"):

                                                             Loan Sale Agreement



                  (i)      the original fully executed copy of the Loan;

                  (ii)     a record or facsimile of the original credit
                           application 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
                           Purchaser in the Equipment; and

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

         Section 2.2       Grant of Security Interest. The parties hereto intend
that the sale 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 a loan and not a purchase and sale, then 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 CEF Assets. The possession by the Purchaser of notes and such other
goods, money, documents, chattel paper or certificated securities shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to the Uniform Commercial Code 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).

         Section 2.3       Sale Price. (a) As consideration for the sale of the
CEF Assets pursuant to Section 2.1 hereof, the Purchaser shall pay to the Seller
on the Closing Date, the CEF Cash Purchase Price for the CEF Assets sold and
transferred by the Seller to the Purchaser on the Closing Date. The CEF Cash
Purchase Price for the sale of CEF Assets shall be an amount equal to the fair
market value thereof prior to such sale.

                  (b)      The CEF Cash Purchase Price for the CEF Assets sold
         by the Seller under this Agreement shall be payable in full in cash by
         the Purchaser on the Closing Date. On the Closing Date, the Purchaser
         shall, upon satisfaction of the applicable conditions set forth in
         Article III, make available to the Seller the CEF Cash Purchase Price
         in same day funds.

                                                             Loan Sale Agreement

                                       2



                                  ARTICLE III

                              CONDITIONS PRECEDENT

         Section 3.1       Conditions 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.

                  (e)      At the time of such sale, the Purchaser shall have
         sufficient funds on hand to pay the CEF Cash Purchase Price.

                  (f)      The Seller shall be in compliance with each of its
         covenants and other agreements set forth herein.

                  (g)      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 CEF 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), (f) and (g) of this
Section 3.1 have been satisfied.

                                                             Loan Sale Agreement

                                       3


                                   ARTICLE IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         Section 4.1       Representations and Warranties of the Seller. To
induce the Purchaser to purchase the CEF 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)      Corporate Existence; Power and Authority. The Seller
         (i) is a corporation duly organized, validly existing and in good
         standing under the laws of its jurisdiction of organization; and (ii)
         has all requisite power and 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 12
         months. During the prior five years, except as set forth in Schedule
         4.1(b), the Seller has not been known as or used any corporate,
         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 and the creation and perfection of all Liens and
         ownership interests provided for herein: (i) have been duly authorized
         by all necessary corporate action, and (ii) do not violate any
         provision of any law or regulation of any Governmental Authority, or
         contractual or corporate 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.

                  (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.

                                                             Loan Sale Agreement

                                       4


                  (h)      Loans and Other CEF Assets. With respect to each Loan
         and the other CEF Assets sold by the Seller on the Closing Date, the
         Seller represents and warrants that (i) such Loan satisfies the
         criteria for an Eligible Loan as of the Cut-Off Date; (ii) immediately
         prior to sale to the Purchaser, such CEF Assets were owned by the
         Seller 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
         and beneficial ownership interest in, such CEF 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 Loans
         and, in addition, following such sale, such Loan 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); and (iii) if such Loan is
         cross-collateralized with a loan that is not a CEF Asset conveyed
         hereunder, as of the Closing Date, either (x) the repossession or
         exercise of other rights with respect to the related Equipment by the
         holder of such loan would not materially impair the security intended
         to be afforded for such Loan and result in a material adverse effect on
         the Noteholders or (y) the holder of such loan and the Purchaser or its
         assigns as holder of the Loan have entered into an intercreditor
         arrangement under which each holder has agreed to subordinate its
         respective lien and rights of enforcement against the Equipment
         financed by the other holder or its predecessor in interest.

The representations and warranties described in this Section 4.1 shall survive
the sale of the CEF Assets to the Purchaser, any subsequent assignment or sale
of the CEF 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
CEF Assets.

         Section 4.2       Affirmative Covenants of the Seller. The Seller
covenants and agrees that, unless otherwise consented to by the Purchaser, from
and after the Closing Date:

                  (a)      Records. The Seller shall at its own cost and
         expense, for not less than three years from the date on which each Loan
         was originated, or for such longer period as may be required by law,
         maintain adequate Records with respect to such Loan, 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 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 CEF 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 CEF Assets. Any audit provided for herein shall be
         conducted in accordance with the

                                                             Loan Sale Agreement

                                       5



         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.

                  (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 CEF 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 corporate existence, rights,
         franchise and privileges in the jurisdiction of its incorporation.

                  (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 CEF 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; 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 the Seller's assets, or
                           (C) ordering the winding-up or liquidation of the
                           affairs of the Seller.

                  (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
         Business Day after receipt thereof, all Collections it may receive in
         respect of CEF Assets.

                  (h)      Sale Characterization. For accounting purposes, the
         Seller shall treat the sale made hereunder as a sale of the CEF Assets.
         The Seller shall also maintain its accounting books and records in a
         manner which clearly reflects such sale of the CEF Assets to the
         Purchaser.

                                                             Loan Sale Agreement

                                       6





         Section 4.3       Negative 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 later of the Redemption Date or
the 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
         CEF Assets.

                  (b)      [reserved].

                  (c)      UCC Matters. The Seller shall not change its state of
         organization or incorporation or its name, identity or corporate
         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 30 days' prior written notice of such change.

                  (d)      No Proceedings. From the Closing Date and until the
         date one year plus one 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.

                                   ARTICLE V

                                 INDEMNIFICATION

         Section 5.1       Indemnification. Without limiting any other rights
that the Purchaser or any of its Stockholders, officers, directors, employees,
attorneys, agents or representatives (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 a Loan 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
Loans, 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.

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.

                                                             Loan Sale Agreement

                                       7



                                   ARTICLE VI

                                  MISCELLANEOUS

         Section 6.1       Notices. 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 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 6.1), (c) one 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 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.

         If to Seller:

                  General Electric Capital Corporation
                  44 Old Ridgebury Road
                  Danbury, Connecticut  06810
                  Attention: General Counsel
                  Telephone: (203) 796-1000
                  Facsimile:  (203) 796-1313

         If to Purchaser:

                  CEF Equipment Holding, LLC
                  44 Old Ridgebury Road
                  Danbury, CT  06810
                  Attention: Capital Markets Operations
                  Telephone: (203) 796-5518
                  Facsimile:  (203) 796-1310

                                                             Loan Sale Agreement

                                       8



         Section 6.2       No 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
         described in Sections 4.1, 4.2 or 4.3, which breach is reasonably
         likely to have a Material Adverse Effect, 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
         CEF Assets (measured at the end of the Collection Period during which
         such breach is discovered). Upon such payment, all rights, title and
         interest of the Purchaser in and to such CEF 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 CEF Assets
         will become the property of the Seller.

                  (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 6.3       Successors 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 Purchase and Sale Agreement the Purchaser will assign its rights
granted hereunder to Issuer, and upon such assignment, Issuer shall have, to the
extent of such assignment, all rights of the Purchaser hereunder and Issuer 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 6.4       Termination; Survival of Obligations. (a) This
Agreement shall create and constitute the continuing obligations of the parties
hereto in accordance with its terms, and shall

                                                             Loan Sale Agreement

                                       9



remain in full force and effect until the earlier of (i) the 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 Maturity 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 Maturity Date or (ii) the Redemption Date;
         provided, that the rights and remedies pursuant to Section 6.2(b), the
         indemnification and payment provisions of Article V, and the provisions
         of Sections 4.3(e), 6.3 and 6.12 shall be continuing and shall survive
         any termination of this Agreement.

         Section 6.5       Complete 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 6.6.

         Section 6.6       Amendments 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 6.7       GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF
JURY TRIAL. (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN
ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
THEREOF EXCEPT SECTION 5-1401 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

                                                             Loan Sale Agreement

                                       10



         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 CEF 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 6.1 AND THAT SERVICE SO MADE
         SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL
         RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL,
         PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT
         OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
         PERMITTED BY LAW.

                  (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.

                                                             Loan Sale Agreement

                                       11



         Section 6.8       Counterparts. This Agreement may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement.

         Section 6.9       Severability. 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 6.10      Section 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.

         Section 6.11      No 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 6.12      Confidentiality. 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 6.13      Further 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 and filing 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 CEF 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 CEF 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 6.13, 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 6.14      Accounting 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

                                                             Loan Sale Agreement

                                       12



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.

                               [Signatures Follow]

                                                             Loan Sale Agreement

                                       13



         IN WITNESS WHEREOF, the parties have caused this LOAN 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: _________________________________

                                    GENERAL ELECTRIC CAPITAL CORPORATION

                                    By: ________________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                                             Loan Sale Agreement

                                       14



                                                                 Schedule 4.1(b)

                                 UCC INFORMATION

General Electric Capital Corporation

True Legal Name:                           General Electric Capital Corporation

Jurisdiction of Organization:              Delaware

Executive Offices/Principal Place of       44 Old Ridgebury Road
Business:                                  Danbury, Connecticut 06810

Collateral Locations:                      Danbury, Connecticut
                                           El Paso, Texas
                                           Mexico
                                           India

Trade Names:                               GE Capital

FEIN:                                      13-1500700

Organizational Identification Number:      3174543

                                                             Loan Sale Agreement



                                                                      Schedule I

                              Schedule of CEF Loans

                                                             Loan Sale Agreement



                                                                  EXHIBIT 4.2(f)

                          SEPARATE IDENTITY PROVISIONS

         The Purchaser, GECS 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 GECS or any other
subsidiary or affiliate of the Seller or GECS. 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 GECS), 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 the Seller. The corporate records, the other books and records, and
the other assets of the Purchaser are and will be segregated from the property
of the Seller and GECS, respectively;

         (c)      The Seller will issue consolidated financial statements, which
financial statements will not show CEF Assets that have been sold by the Seller
to the Purchaser as assets of the Seller and its consolidated subsidiaries. The
Seller, GECS 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, GECS 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 CEF Assets may be conducted
through the agents. However, any allocations of direct, indirect or overhead
expenses for items shared between the Purchaser and the Seller or GECS 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 GECS 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, GECS 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 GECS or from those
of any other person or entity, including any other subsidiary or affiliate of
the Seller or GECS. Except as set forth below, the Purchaser does and will
maintain its own books of account and corporate records separate from the Seller
and GECS or any other subsidiary or affiliate of

                                                             Loan Sale Agreement



the Seller and GECS. 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 GECS or any other
subsidiary or affiliate of the Seller or GECS except as specifically provided in
the Related Documents with respect to the temporary commingling of Collections
and with respect to, if applicable, any such Person's retention, in their
capacity as agent or Custodian for the Purchaser, of the books and records
pertaining to the CEF Assets. However, any such agent or Custodian will not
generally make the books and records relating to the CEF Assets available to any
of creditors or other interested persons of the Purchaser, the Seller or GECS.
The Purchaser does not and will not maintain joint bank accounts or other
depository accounts to which the Seller or GECS or any other subsidiary or
affiliate of the Seller or GECS (other than in their capacity as agent for the
Purchaser, if applicable) has independent access;

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

         (h)      The transactions among the Purchaser and the Seller or GECS,
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. None of the Seller or GECS 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 the Seller (including, if
applicable, as a servicer or a sub-servicer) to the Purchaser relating to the
CEF Assets and their prior ownership and servicing thereof. The Purchaser will
not guaranty the debts of the Seller or GECS;

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

         (j)      Any other transactions between the Purchaser and the Seller or
GECS 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; and

         (k)      The Purchaser is not named, or has 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 GECS.

                                   * * * * * *

                                                             Loan Sale Agreement


                                TABLE OF CONTENTS



                                                                                                                 PAGE
                                                                                                              
ARTICLE I         DEFINITIONS AND INTERPRETATION.............................................................      1

         Section 1.1       Definitions.......................................................................      1
         Section 1.2       Rules of Construction.............................................................      1

ARTICLE II        SALES OF CEF ASSETS........................................................................      1

         Section 2.1       Sale of Loans.....................................................................      1
         Section 2.2       Grant of Security Interest........................................................      2
         Section 2.3       Sale Price........................................................................      2

ARTICLE III       CONDITIONS PRECEDENT.......................................................................      3

         Section 3.1       Conditions to Sale................................................................      3

ARTICLE IV        REPRESENTATIONS, WARRANTIES AND COVENANTS..................................................      4

         Section 4.1       Representations and Warranties of the Seller......................................      4
         Section 4.2       Affirmative Covenants of the Seller...............................................      5
         Section 4.3       Negative Covenants of the Seller..................................................      6

ARTICLE V         INDEMNIFICATION............................................................................      7

         Section 5.1       Indemnification...................................................................      7

ARTICLE VI        MISCELLANEOUS..............................................................................      8

         Section 6.1       Notices...........................................................................      8
         Section 6.2       No Waiver; Remedies...............................................................      9
         Section 6.3       Successors and Assigns............................................................      9
         Section 6.4       Termination; Survival of Obligations..............................................      9
         Section 6.5       Complete Agreement; Modification of Agreement.....................................     10
         Section 6.6       Amendments and Waivers............................................................     10
         Section 6.7       GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL......................     10
         Section 6.8       Counterparts......................................................................     11
         Section 6.9       Severability......................................................................     12
         Section 6.10      Section Titles....................................................................     12
         Section 6.11      No Setoff.........................................................................     12
         Section 6.12      Confidentiality...................................................................     12
         Section 6.13      Further Assurances................................................................     12
         Section 6.14      Accounting Changes................................................................     12

Schedule 4.1(b)            UCC Information
Exhibit 4.2(f)             Separate Indemnity Provisions


                                                             Loan Sale Agreement

                                       i


                                                                  EXECUTION COPY

                                     ANNEX A

                                       to

                               LOAN SALE AGREEMENT

                                   dated as of

                               September 25, 2003

                                                                      Annex A to
                                                             Loan Sale Agreement



                         DEFINITIONS AND INTERPRETATION

         SECTION 1. Definitions and Conventions. Capitalized terms used in the
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 September 25, 2003, between the Administrator and the Issuer.

         "Administrator" means General Electric Capital Corporation, a Delaware
corporation, 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 Sale Agreement or the Purchase
and Sale Agreement, any Lien created under the Indenture 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.

         "Annual Percentage Rate" or "APR" of a Loan means, the interest rate or
annual rate of finance charges stated in or, if not explicitly stated, the
implicit finance charge used by the Seller to calculate periodic payments with
respect to the related Loan.

         "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. Sections 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 Assets" is defined in Section 2.1(a) of the Sale Agreement.

                                                                      Annex A to
                                                             Loan Sale Agreement



         "CEF Cash Purchase Price" means, with respect to the sale of CEF
Assets, the portion of the sale price therefor determined by the Seller and the
Purchaser pursuant to Section 2.3(a) of the Sale Agreement to be paid in cash.

         "CEF Limited Liability Company Agreement" means the Second Amended and
Restated Limited Liability Company Agreement of the Purchaser dated as of
September 25, 2003, as supplemented by the Series 2003-1 LLC Supplement.

         "CEF Variable Funding Certificate" means the Variable Funding
Certificate issued by CEF Equipment Holding, L.L.C. pursuant to the Series
2003-1 LLC Supplement.

         "CEF Variable Funding Certificateholder" means the registered holder of
the CEF Variable Funding Certificate.

         "Closing Date" means September 25, 2003.

         "Collection Period" means, with respect to any Payment Date, the
calendar month preceding the 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 calendar month preceding the calendar
month in which the first Payment Date occurs).

         "Collections" means, with respect to any Payment Date all payments made
by or on behalf of the Obligors received during the related Collection Period,
any Recoveries received during the related Collection Period, any proceeds from
insurance policies covering the Equipment or related Obligor received during the
related Collection Period, Liquidation Proceeds received during the related
Collection Period, and payments made by a lessee pursuant to its obligation (if
any) to pay the Termination Value pursuant to the related Loan received during
the related Collection Period.

         "Consumer Contract" means a contract entered into by an Obligor in
connection with a transaction in which the Obligor incurs the related
indebtedness primarily for personal, family, or household purposes.

         "Credit and Collection Policies" or "Credit and Collection Policy"
means, with respect to each type of Loan, the policies, practices and procedures
of the commercial equipment financing division of General Electric Capital
Corporation, as adopted by the Issuer for providing equipment financing,
including the policies and procedures for determining the creditworthiness of
Obligors and the extension of credit to Obligors, or relating to the maintenance
of such types of loans and collections on such types of loans, as such policies
and procedures, as applicable, may be amended from time to time.

         "Cut-off Date" means August 2, 2003.

         "Defaulted Loan" means a Loan with respect to which (i) the Servicer on
behalf of the Issuer has repossessed the Equipment securing such Loan and which
is not a Liquidated Loan or (ii) any portion of the Loan Value is deemed
uncollectible in accordance with the Credit and Collection Policy.

         "Dollars" or "$" means lawful currency of the United States of America.

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       2


         "Eligible Loan" means as to each CEF Asset as of the Closing Date:

                  (i) Characteristics of CEF Assets. Each CEF Asset: (A) was
         either originated in the United States of America by Seller in
         connection with the financing or lease of Equipment in the ordinary
         course of Seller's business or acquired by the Seller in the ordinary
         course of the Seller's 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 loan that is cross-collateralized
         with such CEF Asset) in the Equipment in favor of Seller that, as of
         the Closing Date, has been assigned by Seller to Purchaser, 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) Schedule of CEF Assets. The information set forth on
         Schedule I of the Loan Sale Agreement is true and correct in all
         material respects as of the opening of business on the Cutoff Date and
         no selection procedures believed by Seller to be adverse to the
         interests of the Purchaser were utilized in selecting the CEF Assets.
         The computer tape regarding the CEF Assets made available to Purchaser
         and its assigns is true and correct in all respects.

                  (iii) Compliance with Law. Each CEF Asset and the sale or
         lease of the related the 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. Each CEF Asset 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. None of the CEF Assets is 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 CEF Asset shall be
         secured by a validly perfected first priority security interest in the
         Equipment (except to the extent the Equipment secures any loan that is
         cross-collateralized with such CEF Asset) in favor of Seller 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 Seller as secured party.

                  (vii) CEF Assets in Force. No CEF Asset has been satisfied,
         subordinated or rescinded, nor has any Equipment been released from the
         Lien granted by the related CEF Asset in whole or in part.

                  (viii) No Amendment or Waiver. No provision of a CEF Asset has
         been waived, altered or modified in any respect, except pursuant to a
         document, instrument or writing

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       3


         included in the Loan Files and no such amendment, waiver, alteration or
         modification causes such CEF Asset not to be an Eligible Loan.

                  (ix) No Defenses. No right of rescission, setoff, counterclaim
         or defense has been asserted or threatened or exists with respect to
         any CEF Asset.

                  (x) Lawful Assignment. No CEF Asset has been originated in, or
         is subject to the laws of, any jurisdiction under which the sale,
         transfer and assignment of such CEF Asset or any CEF Asset under the
         Loan Sale Agreement would be unlawful.

                  (xi) All Filings Made. All filings (including UCC filings)
         necessary in any jurisdiction to give Purchaser a first priority
         perfected ownership interest in the CEF Assets have been made (except
         to the extent the Equipment secures any loan that is
         cross-collateralized with such CEF Asset).

                  (xii) One Original. There is only one original executed copy
         of each CEF Asset.

                  (xiii) Insurance. The Obligor on each CEF Asset is required to
         maintain physical damage insurance covering the Equipment in accordance
         with Seller's normal requirements.

                  (xiv) No Bankruptcies. No Obligor on any CEF Asset as of the
         Cutoff Date was noted in the related Loan File as being the subject of
         a bankruptcy proceeding.

                  (xv) No Repossessions. None of the Equipment securing any CEF
         Asset is in repossession status.

                  (xvi) Instrument or Chattel Paper. Each CEF Asset 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.

                  (xvii) U.S. Obligors. None of the CEF Assets is 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 Loan. None of the CEF Assets is more
         than 30 days past due.

                  (xix) No Consumer Contract. None of the CEF Assets constitutes
         a Consumer Contract.

                  (xx) Finance Lease. Each CEF Asset qualifies as a finance
         lease under the UCC and the terms of such CEF Asset provides that, by
         the end of the lease term, the lessee may elect to purchase the related
         Equipment upon the exercise of a nominal purchase option.

         "Equipment" means any transportation equipment, industrial equipment,
furniture and fixtures, construction equipment, technology and
telecommunications equipment, maritime

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       4



assets or other equipment, together with all accessions thereto securing an
Obligor's indebtedness under the respective Loan.

         "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 B.

         "GECS" means General Electric Capital Services, Inc., 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.

         "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).

         "Indenture" means the Indenture, dated September 25, 2003, between the
Issuer and the Indenture Trustee, as the same may be amended and supplemented
from time to time.

         "Indenture Trustee" means JPMorgan Chase Bank, not in its individual
capacity but solely as Indenture Trustee under the Indenture, or any successor
Indenture Trustee under the Indenture.

         "Investment Company Act" means the provisions of the Investment Company
Act of 1940, 15 U.S.C. Sections 80a et seq., and any regulations promulgated
thereunder.


         "Issuer" means GE Commercial Equipment Financing LLC Series 2003-1, 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.

         "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 Loan by operation of law as a result of any act or omission by the
related Obligor.

         "Limited Liability Company Agreement" means the Limited Liability
Company Agreement of the Issuer, dated as of September 25, 2003, among the
Managing Member and the Issuer, as the same may be amended or supplemented from
time to time.

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       5



         "Liquidated Loan" means any Loan (i) liquidated through the sale or
other disposition of all or a portion of the related Equipment, (ii) that has
been charged off in accordance with the Credit and Collection Policy without
realizing upon the Equipment or (iii) the due date of any Scheduled Payment of
which has been extended, at any time after the Cut-off Date for an aggregate
period of 12 or more calendar months.

         "Liquidation Proceeds" means, with respect to any Liquidated Loan, the
amounts collected in respect thereof from whatever source (including the
proceeds of insurance policies with respect to the related Equipment or Obligor)
during the Collection Period in which it became a Liquidated Loan, net of the
sum of any amounts expended in connection with such liquidation and any amounts
required by law to be remitted to the Obligor on such Liquidated Loan or any
creditor of such Obligor to the extent required by applicable law or agreement.

         "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 Loan and any agreement
(including any invoice) pursuant to, or under which, an Obligor shall be
obligated to make payments with respect to any Loan.

         "Loan Files" is defined in Section 2.1 of the Sale Agreement.

         "Loan Value" is defined in the Purchase and Sale Agreement.

         "Managing Member" means CEF Equipment Holding, L.L.C., a Delaware
limited liability company or any successor Managing Member under the 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
Loans, as applicable, therefor, any interest related thereto or the ownership
interests or Liens of such Person thereon or the priority of such interests or
Liens.

         "Maturity Date" is defined in the Indenture.

         "Note Depository Agreement" means the agreement among the Issuer, the
Indenture Trustee and The Depository Trust Company, as the initial clearing
agency, dated as of the Closing Date.

         "Notes" means the notes issued under the Indenture.

         "Obligor" means, as to each Loan, any Person who owes payments under
the Loan.

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       6



         "Payment Date" means, with respect to each Collection Period, the 20th
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 October 20,
2003.

         "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, the Issuer 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, the Issuer 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, 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 Liquidated Loan, as of the day
immediately prior to such Loan becoming a Liquidated Loan less any Liquidation
Proceeds actually received by the Issuer) plus interest accrued and unpaid
thereon as of such last day at a rate per annum equal to the APR for such Loan.

         "Purchase and Sale Agreement" means the Loan Purchase and Sale
Agreement dated as of September 25, 2003, by and between the Transferor and the
Issuer as the same may be amended from time to time.

         "Purchaser" means CEF Equipment Holding, LLC, a Delaware limited
liability company as purchaser pursuant to the Sale Agreement.

         "Purchaser Indemnified Person" is defined in Section 5.1 of the Sale
Agreement.

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       7



         "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 any of the Seller, the Servicer, any Sub-Servicer or the
Issuer with respect to the Loans and the Obligors thereunder, and the other CEF
Assets.

         "Recoveries" means, with respect to any Liquidated Loan, monies
collected in respect thereof, from whatever source (other than from the sale or
other disposition of the Equipment), in any Collection Period after such Loan
became a Liquidated Loan.

         "Redemption Date" is defined in the Indenture.

         "Related Documents" means the Sale Agreement, the Purchase and Sale
Agreement, the Servicing Agreement, the Limited Liability Company Agreement, the
Variable Funding Certificates, the CEF Limited Liability Company Agreement, the
Administration Agreement, the Note Depository Agreement, the Swap Agreements,
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 Appendices 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 Loan: (a) any interest
(including security 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 Loan (including rights (if any)
to receive proceeds on insurance policies covering the Obligors); and (c) all
Records relating to such Loan.

         "Sale Agreement" means the Loan Sale Agreement, dated September 25,
2003, between Seller and the Purchaser.

         "Schedule of Loans" is the schedule of Loans attached as Schedule I to
the Sale Agreement (which schedule may be in the form of microfiche).

         "Scheduled Payment" on a Loan means that portion of the payment
required to be made by the Obligor during any Collection Period sufficient to
amortize the principal 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 APR, provided that 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.

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       8



         "Seller" means General Electric Capital Corporation, a Delaware
corporation, its successors and assigns.

         "Series 2003-1 LLC Supplement" means the Series 2003-1 LLC Supplement
to the Second Amended and Restated Limited Liability Company of CEF Equipment
Holding, L.L.C., dated as of September 25, 2003.

         "Servicer" means General Electric Capital Corporation 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
September 25, 2003, by and between the Issuer and the Servicer, as the same may
be amended or supplemented from time to time.

         "Servicing Fee" 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).

         "Stockholder" means, with respect to any Person, each holder of Stock
of such Person.

         "Sub-Servicer" means any Person with whom the Servicer enters into a
Sub-Servicing Agreement.

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       9



         "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.

         "Swap Agreements" is defined in the Indenture.

         "Termination Value" means the "Termination Value" (if any) payable by
lessee pursuant to the applicable Loan.

         "Transfer Date" is defined in the Indenture.

         "Transferor" means CEF Equipment Holding, L.L.C. a Delaware limited
liability company, as seller under the Purchase and Sale Agreement.

         "UCC" means, with respect to any jurisdiction, the Uniform Commercial
Code as the same may, from time to time, be enacted and in effect in such
jurisdiction.

         "Variable Funding Certificates" is defined in the Indenture.

         SECTION 2. Other Interpretive Matters. All terms defined directly or by
incorporation in the 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 Sale Agreement (including in this Annex B)
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 the Seller 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

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       10



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.

                                                                      Annex A to
                                                             Loan Sale Agreement

                                       11

EX-4.E

                                                                    Exhibit 4(e)

                        LOAN PURCHASE AND SALE AGREEMENT

                         Dated as of September 25, 2003,

                                     between

                         CEF EQUIPMENT HOLDING, L.L.C.,
                                    as Seller

                                       and

                             GE COMMERCIAL EQUIPMENT
                          FINANCING LLC, SERIES 2003-1
                                  as Purchaser

                                                                   Loan Purchase
                                                              and Sale Agreement



         This LOAN PURCHASE AND SALE AGREEMENT ("Agreement" or "Purchase and
Sale Agreement") is entered into as of September 25, 2003, by and among CEF
EQUIPMENT HOLDING, L.L.C. (the "Seller"), a Delaware limited liability company
and GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, 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 1.1       Definitions. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in Section 1 of Annex
A.

         Section 1.2       Rules 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 2.1       Sale of Loans. (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:

                  (i)      the Loans, including the Loan Files, and all
                           obligations of the Obligors thereunder, including the
                           right to payment of any interest or finance charges
                           and other obligations of such Obligor with respect
                           thereto due or to become due on or after the Cutoff
                           Date;

                  (ii)     all Related Security and Collections with respect
                           thereto;

                  (iii)    the Sale Agreement;

                  (iv)     the rights of the Seller to receive capital
                           contributions with respect to the CEF Variable
                           Funding Certificate;

                  (v)      all other property now or hereafter in the possession
                           or custody of, or in transit to, the Servicer, any
                           Sub-Servicer or the Seller relating to any of the
                           foregoing;

                  (vi)     all Records with respect to any of the foregoing; and

                                                                   Loan Purchase
                                                              and Sale Agreement



                  (vii)    all Proceeds of the foregoing (collectively the
                           "Purchaser Assets").

                  (b)      On or before the Closing Date, the Seller shall (i)
         indicate in its computer files 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) deliver to the
         Purchaser or its designee the following documents (collectively, the
         "Loan Files"):

                  (i)      the original fully executed copy of the Loan;

                  (ii)     a record or facsimile of the original credit
                           application 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
                           Purchaser in the Equipment; and

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

         Section 2.2       Grant of Security Interest. The parties hereto intend
that the sale 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 a loan and not a purchase and sale, then 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. The possession by the Purchaser of notes and such
other goods, money, documents, chattel paper or certificated securities shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to the Uniform Commercial Code 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).

         Section 2.3       Sale Price. On the Closing Date, the Purchaser shall,
upon satisfaction of the applicable conditions set forth in Article III, issue
and exchange the Notes (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.

         Section 2.4       Removal of Loans. (a) In the event a Loan becomes a
Delinquent Loan or the Obligor thereon is subject to a bankruptcy proceeding,
the Seller shall be granted an assignable option (a "Purchase Option") to
purchase such Delinquent Loan from the Purchaser at a price (the "Option Price")
equal to the Purchase Amount. The Seller may sell, transfer, assign or otherwise
convey its Purchase Option with respect to any such Loan to any party at any
time



                                                Loan Purchase and Sale Agreement

                                       2


after the related Loan becomes a Delinquent Loan 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
Purchase Option with respect to any such Loan shall automatically terminate upon
(i) in the case of a Delinquent Loan, the related Obligor's cure of all defaults
on the Loan, (ii) the acquisition by, or on behalf of, the Issuer of the related
equipment through repossession, (iii) upon a repurchase of a Loan due to the
Seller's breach of a representation with respect to such Loan or (iv) on the
Business Day immediately preceding the last day of the calendar quarter ending
at least ten (10) days after such Loan became a Defaulted Loan. The aggregate
Outstanding Principal Balance of Loans with respect to which the Seller may
exercise its Purchase Option at any time before the Redemption Date shall not
exceed 10% of the aggregate Outstanding Principal Balance of the Loans as of the
Cutoff Date.

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

                  (c)      Upon exercise of a Purchase Option, the Seller shall
         be required to pay the purchase price specified in its Purchase Option
         Notice to the Purchaser within 10 Business Days of exercising its
         Purchase Option. The proceeds of any sale of such Loan, after deduction
         of the expenses of such sale incurred in connection therewith, shall be
         deposited by the Seller no later than the day before the next Payment
         Date.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

         Section 3.1       Conditions 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.

                                                Loan Purchase and Sale Agreement

                                       3


                  (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.

                  (e)      The Seller shall be in compliance 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 4.1       Representations 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 and authority 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 12
         months. During the prior five 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.

                                                Loan Purchase and Sale Agreement

                                       4


                  (c)      Power, Authorization, Enforceable Obligations. The
         execution, delivery and performance by the Seller of this Agreement and
         the other Related Documents 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.

                  (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)      Loans and Other Purchaser Assets. With respect to
         each Loan and the other Purchaser Assets sold by the Seller on the
         Closing Date, the Seller represents and warrants that (i) such Loan
         satisfies the criteria for an Eligible Loan as of the Cut-Off Date; and
         (ii) immediately prior to its sale to the Purchaser, such Purchaser
         Assets were owned by the Seller 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 and beneficial ownership interest in, such Purchaser
         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 ----------- Loans and, in addition,
         following such sale, such Loan 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.

                                                Loan Purchase and Sale Agreement

                                       5


         Section 4.2       Affirmative Covenants of the Seller. The Seller
covenants and agrees that, unless otherwise consented to by the Purchaser, from
and after the Closing Date:

                  (a)      Records. The Seller shall at its own cost and
         expense, for not less than three years from the date on which each Loan
         was originated, or for such longer period as may be required by law,
         maintain adequate Records with respect to such Loan, 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 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.

                  (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 legal 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; or

                                                Loan Purchase and Sale Agreement

                                       6


                  (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.

                  (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
         Business Day after receipt thereof, all Collections it may receive in
         respect of Purchaser Assets.

                  (h)      Sale Characterization. For accounting purposes, the
         Seller shall treat the sale made hereunder as a sale of the Purchaser
         Assets. The Seller shall also maintain its accounting books and records
         in a manner which clearly reflects such sale of the Purchaser Assets to
         the Purchaser.

                  (i)      Variable Funding Certificate Contributions. Upon a
         demand by the Purchaser for a capital contribution from the Seller
         under the Purchaser Variable Funding Certificate, the Seller shall
         demand contributions from the CEF Variable Funding Certificateholder
         under the CEF Variable Funding Certificate in the amounts and at the
         times sufficient to permit the Seller to meet its funding obligations
         under the Purchaser Variable Funding Certificate.

         Section 4.3       Negative 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 later of the Redemption Date or
the 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)      Modifications of Loans. The Seller shall not extend,
         amend, forgive, discharge, compromise, cancel, waive or otherwise
         modify the terms or conditions of any Loan except (i) as permitted
         under the Servicing Agreement and, (ii) to the extent that such
         extension, amendment, forgiveness, discharge, compromise, cancellation,
         waiver or modification, does not affect the Purchaser's ownership
         interest in such Loan and does not negatively impact the ultimate
         collectibility of such Loan.

                  (c)      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 30 days'
         prior written notice of such change.

                                                Loan Purchase and Sale Agreement

                                       7


                  (d)      No Proceedings. From the Closing Date and until the
         date one year plus one 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.

                  (e)      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.

                  (f)      Variable Funding Certificate Contributions. The
         Seller shall not demand a capital contribution from the CEF Variable
         Funding Certificateholder except to the extent that there shall have
         been a demand made by the Purchaser for a capital contribution under
         the Purchaser Variable Funding Certificate. In addition, the Seller
         shall not reduce the Variable Funding Capital Commitment under the
         Purchaser Variable Funding Certificate.

                                    ARTICLE V

                                 INDEMNIFICATION

         Section 5.1       Indemnification. Without limiting any other rights
that the Purchaser or any of its Stockholders, officers, directors, employees,
attorneys, agents or representatives (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 a Loan 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
Loans, 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.

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.

                                                Loan Purchase and Sale Agreement

                                       8


                                   ARTICLE VI

                                  CLEAN-UP CALL

         Section 6.1       Clean-up Call. As of the first day of any Collection
Period immediately preceding a Payment Date as of which the Pool Balance is 10%
or less of the Pool Balance 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 Loans 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 7.1       Notices. 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 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 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 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.

                                                Loan Purchase and Sale Agreement

                                       9


         If to Seller:

                  CEF Equipment Holding, L.L.C.
                  44 Old Ridgebury Road
                  Danbury, Connecticut 06810
                  Attention: General Counsel
                  Telephone: (203) 796-5518
                  Facsimile: (203) 796-1310

         If to Purchaser:

                  GE Commercial Equipment Financing LLC,
                  Series 2003-1
                  44 Old Ridgebury Road
                  Danbury, Connecticut 06810
                  Attention: Capital Markets Operations
                  Telephone: (203) 796-5518
                  Facsimile: (203) 796-5554

         Section 7.2       No 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
         described in Sections 4.1, 4.2 or 4.3, which breach is reasonably
         likely to have a Material Adverse Effect, 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). 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.

                  (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

                                                Loan Purchase and Sale Agreement

                                       10


         under any other agreement, including the other Related Documents, by
         operation of law or otherwise.

         Section 7.3       Successors 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, Indenture Trustee shall have,
to the extent of such assignment, all rights of the Purchaser hereunder and
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 7.4       Termination; 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 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 Maturity 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 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(e), 7.3 and 7.12 shall be continuing and shall survive
         any termination of this Agreement.

         Section 7.5       Complete 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 7.6       Amendments and Waivers. No amendment, modification,
termination or waiver of any provision of this Agreement, or any consent to any
departure therefrom by any party hereto, shall in any event be effective unless
the same shall be in writing and signed by

                                                Loan Purchase and Sale Agreement

                                       11


each of the parties hereto. 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 7.7       GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF
JURY TRIAL. (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN
ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
THEREOF EXCEPT SECTION 5-1401 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
         LOANS 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 6.1 AND THAT SERVICE SO MADE SHALL BE DEEMED
         COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR
         THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
         PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY
         HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

                                                Loan Purchase and Sale Agreement

                                       12


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

         Section 7.9       Severability. 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 7.10      Section 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.

         Section 7.11      No 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 7.12      Confidentiality. 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 7.13      Further 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 and filing 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

                                                Loan Purchase and Sale Agreement

                                       13


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 7.14      Accounting 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.

                               [Signatures Follow]

                                                Loan Purchase and Sale Agreement

                                       14


         IN WITNESS WHEREOF, the parties have caused this LOAN 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: ________________________________

                                     GECF EQUIPMENT FINANCING LLC,
                                          SERIES 2003-1

                                         By:  CEF Equipment Holding, L.L.C.,
                                         its Managing Member

                                         By: ___________________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                                Loan Purchase and Sale Agreement

                                       15


                                                                 Schedule 4.1(b)

                                 UCC INFORMATION

GE Commercial Equipment Financing LLC,
Series 2003-1

True Legal Name:                         GE Commercial Equipment Financing LLC,
                                         Series 2003-1

Jurisdiction of Organization:            Delaware

Executive Offices/Principal Place of     44 Old Ridgebury Road
Business:                                Danbury, Connecticut 06810

Collateral Locations:                    Danbury, Connecticut
                                         El Paso, Texas
                                         Mexico
                                         India

Trade Names:                             N/A

FEIN:                                    20-0192070

Organizational Identification Number:    N/A

                                                                   Loan Purchase
                                                              and Sale Agreement



                                                                      Schedule I

                                Schedule of Loans

                                                                   Loan Purchase
                                                              and Sale Agreement



                                                                  EXHIBIT 4.2(f)

                          SEPARATE IDENTITY PROVISIONS

         The Purchaser, GECS, 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, GE Capital or
GECS or any other subsidiary or affiliate of the Seller, GE Capital or GECS. 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, GE Capital and GECS), 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 records, the other books and records, and
the other assets of the Purchaser are and will be segregated from the property
of the Seller and GECS, respectively;

         (c)      GECS and/or GE Capital will issue consolidated financial
statements, which financial statements will not show Purchaser Assets that have
been sold by the Seller to the Purchaser as assets of the Seller and its
consolidated subsidiaries. The Seller, GECS, 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, GECS, 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 the agents. However, any allocations of direct, indirect or
overhead expenses for items shared between the Purchaser and GE Capital or GECS
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 GECS 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, GECS, 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, GE
Capital or GECS or from those of any other person or entity, including any other
subsidiary or affiliate of the Seller, GE Capital or GECS. Except as set forth
below, the Purchaser does and will maintain its own books of account and
corporate records separate from the Seller, GE

                                                                   Loan Purchase
                                                              and Sale Agreement



Capital and GECS or any other subsidiary or affiliate of the Seller, GE Capital
and GECS. 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, GE Capital or GECS or any other subsidiary
or affiliate of the Seller, GE Capital or GECS except as specifically provided
in the Related Documents with respect to the temporary commingling of
Collections and with respect to, if applicable, any such Person's retention, in
their capacity as agent or Custodian for the Purchaser, of the books and records
pertaining to the Purchaser Assets. However, any such agent or Custodian 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, the
Seller, GE Capital or GECS. The Purchaser does not and will not maintain joint
bank accounts or other depository accounts to which the Seller, GE Capital or
GECS or any other subsidiary or affiliate of the Seller, GE Capital or GECS
(other than in their capacity as agent for the Purchaser, if applicable) has
independent access;

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

         (h)      The transactions among the Purchaser and the Seller, GE
Capital or GECS, 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. None of the Seller, GE
Capital or GECS 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. The Purchaser will not guaranty the debts of
the Seller, GE Capital or GECS;

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

         (j)      Any other transactions between the Purchaser and the Seller,
GE Capital or GECS 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; and

         (k)      The Purchaser is not named, or has 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, GE Capital
or GECS.

                                   * * * * * *

                                                                   Loan Purchase
                                                              and Sale Agreement



                                TABLE OF CONTENTS



                                                                                                                      PAGE
                                                                                                                   
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 Loans....................................................................        1
         Section 2.2           Grant of Security Interest.......................................................        2
         Section 2.3           Sale Price.......................................................................        2
         Section 2.4           Removal of Loans.................................................................        2

ARTICLE III           CONDITIONS PRECEDENT......................................................................        3

         Section 3.1           Conditions to Sale...............................................................        3

ARTICLE IV            REPRESENTATIONS, WARRANTIES AND COVENANTS.................................................        4

         Section 4.1           Representations and Warranties of the Seller.....................................        4
         Section 4.2           Affirmative Covenants of the Seller..............................................        6
         Section 4.3           Negative Covenants of the Seller.................................................        7

ARTICLE V             INDEMNIFICATION...........................................................................        8

         Section 5.1           Indemnification..................................................................        8

ARTICLE VI            CLEAN-UP CALL.............................................................................        9

         Section 6.1           Clean-up Call....................................................................        9

ARTICLE VII           MISCELLANEOUS.............................................................................        9

         Section 7.1           Notices..........................................................................        9
         Section 7.2           No Waiver; Remedies..............................................................       10
         Section 7.3           Successors and Assigns...........................................................       11
         Section 7.4           Termination; Survival of Obligations.............................................       11
         Section 7.5           Complete Agreement; Modification of Agreement....................................       11
         Section 7.6           Amendments and Waivers...........................................................       11
         Section 7.7           GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.....................       12
         Section 7.8           Counterparts.....................................................................       13
         Section 7.9           Severability.....................................................................       13
         Section 7.10          Section Titles...................................................................       13
         Section 7.11          No Setoff........................................................................       13
         Section 7.12          Confidentiality..................................................................       13
         Section 7.13          Further Assurances...............................................................       13
         Section 7.14          Accounting Changes...............................................................       14


                                                                   Loan Purchase
                                                              and Sale Agreement

                                      -i-


                                TABLE OF CONTENTS
                                   (Continued)

                                                                            PAGE

                        
Schedule I                 UCC Information
Schedule 4.1(b)            UCC Information
Schedule I                 Schedule of Loans
Exhibit 4.2(f)             Separate Indemnity Provisions



                                                                   Loan Purchase
                                                              and Sale Agreement

                                      -ii-


                                                                  EXECUTION COPY

                                     ANNEX A

                                       to

                        LOAN PURCHASE AND SALE AGREEMENT

                                   dated as of

                               September 25, 2003

                                                                      Annex A to
                                                Loan 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 September 25, 2003, 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 Sale Agreement or the Purchase
and Sale Agreement, any Lien created under the Indenture 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.

         "Annual Percentage Rate" or "APR" of a Loan means, the interest rate or
annual rate of finance charges stated in or, if not explicitly stated, the
implicit finance charge used by GE Capital to calculate periodic payments with
respect to the related Loan.

         "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. Sections 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 &
Restated Limited Liability Company Agreement of the Seller dated as of September
25, 2003, as supplemented by the Series 2003-1 LLC Supplement.

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement



         "CEF Variable Funding Certificate" means the Variable Funding
Certificate issued by CEF Equipment Holding, L.L.C. pursuant to the Series
2003-1 LLC Supplement.

         "CEF Variable Funding Certificateholder" means the registered holder of
the CEF Variable Funding Certificate.

         "Closing Date" means September 25, 2003.

         "Collateral" is defined in the Indenture.

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

         "Collection Period" means, with respect to any Payment Date, the
calendar month preceding the 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 calendar month preceding the calendar
month in which the first Payment Date occurs).

         "Collections" means, with respect to any Payment Date all payments made
by or on behalf of the Obligors received during the related Collection Period,
any Recoveries received during the related Collection Period, any proceeds from
insurance policies covering the Equipment or related Obligor received during the
related Collection Period. Liquidation Proceeds received during the related
Collection Period, and payments made by a lessee pursuant to its obligation (if
any) to pay the Termination Value pursuant to the related Loan received during
the related Collection Period.

         "Consumer Contract" is defined in the Loan Sale Agreement.

         "Credit and Collection Policies" or "Credit and Collection Policy"
means, with respect to each type of Loan, the policies, practices and procedures
of the commercial equipment financing division of General Electric Capital
Corporation, as adopted by the Issuer for providing equipment financing,
including the policies and procedures for determining the creditworthiness of
Obligors and the extension of credit to Obligors, or relating to the maintenance
of such types of loans and collections on such types of loans, as such policies
and procedures, as applicable, may be amended from time to time.

         "Cut-off Date" means August 2, 2003.

         "Delinquent Loan" means (i) any Loan that is more than 60 days past due
and (ii) any Loan more than 30 days past due and for which the Servicer on
behalf of the Purchaser has at any time after the Cut-off Date extended the due
date for a Scheduled Payment thereon.

         "Defaulted Loan" means a Loan with respect to which (i) the Servicer on
behalf of the Purchaser has repossessed the Equipment securing such Loan and
which is not a Liquidated Loan or (ii) any portion of the Loan Value is deemed
uncollectible in accordance with the Credit and Collection Policy.

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement

                                       2


         "Eligible Loan" means as to each Purchaser Asset as of the Closing
Date:

                  (i) Characteristics of Purchaser Assets. Each Purchaser Asset:
         (A) was either originated in the United States of America by the
         Originator in connection with the financing or lease of Equipment in
         the ordinary course of the Originator's business or acquired by the
         Originator in the ordinary course of the Originator's 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 loan that is
         cross-collateralized with such Purchaser Asset) in the Equipment in
         favor of the Originator that, as of the Closing Date, has been assigned
         by the Originator to Seller, and by Seller to Purchaser 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) Schedule of Purchaser Assets. The information set forth
         on Schedule I of the Loan Sale Agreement is true and correct in all
         material respects as of the opening of business on the Cutoff Date and
         no selection procedures believed by Seller to be adverse to the
         interests of the Purchaser were utilized in selecting the Purchaser
         Assets. The computer tape regarding the Purchaser Assets made available
         to Purchaser and its assigns is true and correct in all respects.

                  (iii) Compliance with Law. Each Purchaser Asset 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. Each Puchaser Asset 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. None of the Purchaser Assets is 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 Purchaser Asset shall
         be secured by a validly perfected first priority security interest in
         the Equipment (except to the extent the Equipment secures any loan that
         is cross-collateralized with such Purchaser Asset) in favor of the
         Originator 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
         Originator as secured party.

                  (vii) Purchaser Assets in Force. No Purchaser Asset has been
         satisfied, subordinated or rescinded, nor has any Equipment been
         released from the Lien granted by the related Purchaser Asset in whole
         or in part.

                  (viii) No Amendment or Waiver. No provision of a Purchaser
         Asset has been waived, altered or modified in any respect, except
         pursuant to a document, instrument or

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement

                                       3


         writing included in the Loan Files and no such amendment, waiver,
         alteration or modification causes such Purchaser Asset not to be an
         Eligible Loan.

                  (ix) No Defenses. No right of rescission, setoff, counterclaim
         or defense has been asserted or threatened or exists with respect to
         any Purchaser Asset.

                  (x) Lawful Assignment. No Purchaser Asset has been originated
         in, or is subject to the laws of, any jurisdiction under which the
         sale, transfer and assignment of such Purchaser Asset or any Purchaser
         Asset under this Agreement would be unlawful.

                  (xi) All Filings Made. All filings (including UCC filings)
         necessary in any jurisdiction to give Purchaser a first priority
         perfected ownership interest in the Purchaser Assets have been made
         (except to the extent the Equipment secures any loan that is
         cross-collateralized with such Purchaser Asset).

                  (xii) One Original. There is only one original executed copy
         of each Purchaser Asset.

                  (xiii) Insurance. The Obligor on each Purchaser Asset is
         required to maintain physical damage insurance covering the Equipment
         in accordance with the Originator's normal requirements.

                  (xiv) No Bankruptcies. No Obligor on any Purchaser Asset as of
         the Cutoff Date was noted in the related Loan File as being the subject
         of a bankruptcy proceeding.

                  (xv) No Repossessions. None of the Equipment securing any
         Purchaser Asset is in repossession status.

                  (xvi) Instrument or Chattel Paper. Each Purchaser Asset
         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.

                  (xvii) U.S. Obligors. None of the Purchaser Assets is
         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 Loan. None of the Purchaser Assets is
         more than 30 days past due.

                  (xix) No Consumer Contract. None of the Purchaser Assets
         constitutes a Consumer Contract.

                  (xx) Finance Lease. Each Purchaser Asset qualifies as a
         finance lease under the UCC and the terms of such Purchaser Asset
         provides that, by the end of the lease term, the lessee may elect to
         purchase the related Equipment upon the exercise of a nominal purchase
         option.

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement

                                       4


         "Equipment" means any transportation equipment, industrial equipment,
furniture and fixtures, construction equipment, technology and
telecommunications equipment, maritime assets or other equipment, together with
all accessions thereto securing an Obligor's indebtedness under the respective
Loan.

         "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.

         "GECS" means General Electric Capital Services, Inc., 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.

         "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).

         "Indenture" means the Indenture, dated September 25, 2003, between the
Purchaser and the Indenture Trustee, as the same may be amended and supplemented
from time to time.

         "Indenture Trustee" means JPMorgan Chase Bank, not in its individual
capacity but solely as Indenture Trustee under the Indenture, or any successor
Indenture Trustee under the Indenture.

         "Investment Company Act" means the provisions of the Investment Company
Act of 1940, 15 U.S.C. Sections 80a et seq., and any regulations promulgated
thereunder.

         "Issuer" means GE Commercial Equipment Financing LLC, Series 2003-1, 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.

         "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 Loan by operation of law as a result of any act or omission by the
related Obligor.

         "Limited Liability Company Agreement" means the Limited Liability
Company Agreement of the Purchaser, dated as of September 25, 2003, among the
Managing Member and the Issuer, as the same may be amended or supplemented from
time to time.

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement

                                       5


         "Liquidated Loan" means any Loan (i) liquidated through the sale or
other disposition of all or a portion of the related Equipment, (ii) that has
been charged off in its entirety in accordance with the Credit and Collection
Policy without realizing upon the Equipment or (iii) the due date of any
Scheduled Payment of which has been extended, at any time after the Cut-off Date
for an aggregate period of 12 or more calendar months.

         "Liquidation Proceeds" means, with respect to any Liquidated Loan, the
amounts collected in respect thereof from whatever source (including the
proceeds of insurance policies with respect to the related Equipment or Obligor)
during the Collection Period in which it became a Liquidated Loan, net of the
sum of any amounts expended in connection with such liquidation and any amounts
required by law to be remitted to the Obligor on such Liquidated Loan or any
creditor of such Obligor to the extent required by applicable law or agreement.

         "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 Loans and any agreement
(including any invoice) pursuant to, or under which, an Obligor shall be
obligated to make payments with respect to any Loan.

         "Loan Sale Agreement" means the Loan Sale Agreement, dated as of
September 25, 2003, between GE Capital and the Seller, as the same may be
amended or supplemented from time to time.

         "Loan Files" is defined in Section 2.1 of the Purchase and Sale
Agreement.

         "Loan Value" means, for any Loan that is not a Liquidated Loan or
Defaulted Loan 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 APR plus (ii) the principal amount of any past due
payments 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. Liquidated Loans shall be deemed
to have a Loan Value of zero and Defaulted Loans on any day shall be deemed to
have a Loan Value equal to the outstanding Loan Value on such day computed in
accordance with clauses (A) or (B) above, as applicable, less the amount written
off as uncollectible in accordance with the Credit and Collection Policy.

         "Managing Member" means CEF Equipment Holding, L.L.C, a Delaware
limited liability company or any successor Managing Member under the 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
Loans, as applicable, therefor, any interest related thereto or the ownership
interests or Liens of such Person thereon or the priority of such interests or
Liens.

         "Maturity Date" is defined in the Indenture.

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement

                                       6


         "Note Depository Agreement" means the agreement among the Issuer, the
Indenture Trustee and The Depository Trust Company, as the initial clearing
agency, dated as of the Closing Date.

         "Notes" means the notes issued under the Indenture.

         "Obligor" means, as to each Loan, any Person who owes payments under
the Loan.

         "Payment Date" means, with respect to each Collection Period, the 20th
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 October 20,
2003.

         "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.

         "Pool Balance" means, with respect to the beginning of any calendar
month, the sum of the aggregate Loan Values of the Loans at the opening of
business on the first day of such calendar month.

         "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, 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 Liquidated Loan, as of the day
immediately prior to such Loan becoming a Liquidated Loan less

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement

                                       7


any Liquidation Proceeds actually received by the Purchaser) plus interest
accrued and unpaid thereon as of such last day at a rate per annum equal to the
APR for such Loan.

         "Purchase and Sale Agreement" means the Loan Purchase and Sale
Agreement, dated as of September 25, 2003, between the Seller and the Purchaser,
as the same may be amended or supplemented from time to time.

         "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.

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

         "Purchaser Variable Funding Certificate" means the Variable Funding
Certificate issued by the Issuer pursuant to the Limited Liability Company
Agreement.

         "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 any of the Seller, the Servicer, any Sub-Servicer or the
Purchaser with respect to the Loans and the Obligors thereunder, and the other
Purchaser Assets.

         "Redemption Date" is defined in the Indenture.

         "Related Documents" means the Sale Agreement, the Purchase and Sale
Agreement, the Servicing Agreement, the Limited Liability Company Agreement, the
Variable Funding Certificates, the CEF Limited Liability Company Agreement, the
Administration Agreement, the Note Depository Agreement, the Swap Agreements 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 Appendices 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 Loan: (a) any interest
(including security 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 Loan (including rights (if any)
to receive proceeds on insurance policies covering the Obligors); and (c) all
Records relating to such Loan.

         "Sale Agreement" means the Loan Sale Agreement, dated September 25,
2003, between Seller and General Electric Capital Corporation.

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement

                                       8


         "Schedule of Loans" is the schedule of Loans attached as Schedule I
(which schedule may be in the form of microfiche).

         "Scheduled Payment" on a Loan means that portion of the payment
required to be made by the Obligor during any Collection Period sufficient to
amortize the principal 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 APR, provided that 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.

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

         "Series 2003-1 LLC Supplement" means the Series 2003-1 LLC Supplement
to the Second Amended and Restated Limited Liability Company of CEF Equipment
Holding L.L.C., dated as of September 25, 2003.

         "Servicer" means GE Capital in its capacity as Servicer under the
Servicing Agreement, or any other Person designated as a Successor Servicer
thereunder.

         "Servicing Agreement" means the Servicing Agreement dated as of
September 25, 2003, by and between the Purchaser and the Servicer, as the same
may be amended or supplemented from time to time.

         "Servicing Fee" 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.

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement

                                       9


         "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).

         "Stockholder" means, with respect to any Person, each holder of Stock
of such Person.

         "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.

         "Swap Agreements" is defined in the Indenture.

         "Termination Value" means the "Termination Value" (if any) payable by
lessee pursuant to the applicable Loan.

         "Transfer Date" is defined in the Indenture.

         "Trust Account" is defined in the Indenture.

         "UCC" means, with respect to any jurisdiction, the Uniform Commercial
Code as the same may, from time to time, be enacted and in effect in such
jurisdiction.

         "Variable Funding Certificates" is defined in the Indenture.

         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 the Seller 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

                                                                      Annex A to
                                                Loan Purchase and Sale Agreement

                                       10


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.

                                                                     Annex A to
                                                Loan Purchase and Sale Agreement

                                       11

EX-4.F

                                                                    Exhibit 4(f)

- --------------------------------------------------------------------------------

                               SERVICING AGREEMENT

                         Dated as of September 25, 2003

                                 by and between

                     GE COMMERCIAL EQUIPMENT FINANCING LLC,
                                  SERIES 2003-1
                                  as the Issuer

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,

                                 as the Servicer

- --------------------------------------------------------------------------------

                                                             Servicing Agreement



                                TABLE OF CONTENTS



                                                                                                                  Page
                                                                                                                  ----
                                                                                                               
ARTICLE I             DEFINITIONS AND INTERPRETATION............................................................    1

         Section 1.1.          Definitions......................................................................    1
         Section 1.2.          Other Interpretive Matters.......................................................    1

ARTICLE II            APPOINTMENT OF THE SERVICER; CERTAIN DUTIES AND RESPONSIBILITIES OF THE SERVICER..........    1

         Section 2.1.          Appointment of the Servicer......................................................    1
         Section 2.2.          Duties and Responsibilities of the Servicer......................................    1
         Section 2.3.          Unrelated Amounts................................................................    2
         Section 2.4.          Authorization of the Servicer....................................................    2
         Section 2.5.          Servicing Fees and Servicing Advances............................................    3
         Section 2.6.          Covenants of the Servicer........................................................    3
         Section 2.7.          Servicer's Certificate...........................................................    3
         Section 2.8.          Annual Statement as to Compliance; Notice of Default.............................    4
         Section 2.9.          Annual Independent Certified Public Accountants' Report..........................    4
         Section 2.10.         Appointment of Subservicer.......................................................    4
         Section 2.11.         Maintenance of Security Interests in Loans.......................................    5
         Section 2.12.         Accounts.........................................................................    5
         Section 2.13.         Liquidity Account................................................................    5
         Section 2.14.         Disbursement from the Collection Account.........................................    5
         Section 2.15.         Limitation on Liability of Servicer and Others...................................    5

ARTICLE III           REPRESENTATIONS AND WARRANTIES............................................................    6

         Section 3.1.          Representations and Warranties of the Servicer...................................    6

ARTICLE IV            ADDITIONAL COVENANTS......................................................................    7

         Section 4.1.          Covenants of the Servicer Regarding the Loans....................................    7

ARTICLE V             EVENTS OF SERVICER TERMINATION............................................................    8

         Section 5.1.          Default..........................................................................    8

ARTICLE VI            SUCCESSOR SERVICER........................................................................    8

         Section 6.1.          Resignation of Servicer..........................................................    8
         Section 6.2.          Appointment of the Successor Servicer............................................    9
         Section 6.3.          Duties of Servicer...............................................................    9
         Section 6.4.          Effect of Termination or Resignation.............................................   10


                                                             Servicing Agreement

                                       -i-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                  Page
                                                                                                                  ----
                                                                                                               
ARTICLE VII           INDEMNIFICATION...........................................................................   10

         Section 7.1.          Indemnities by the Servicer......................................................   10
         Section 7.2.          Limitation of Damages; Indemnified Persons.......................................   10

ARTICLE VIII          MISCELLANEOUS.............................................................................   10

         Section 8.1.          Notices..........................................................................   10
         Section 8.2.          Binding Effect; Assignability....................................................   11
         Section 8.3.          Termination; Survival of Obligations Upon Maturity Date or Redemption Date.......   11
         Section 8.4.          No Proceedings...................................................................   12
         Section 8.5.          Complete Agreement; Modification of Agreement....................................   12
         Section 8.6.          Amendments and Waivers...........................................................   12
         Section 8.7.          No Waiver; Remedies..............................................................   12
         Section 8.8.          GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.....................   12
         Section 8.9.          Counterparts.....................................................................   14
         Section 8.10.         Severability.....................................................................   14
         Section 8.11.         Section Titles...................................................................   14
         Section 8.12.         Limited Recourse.................................................................   14
         Section 8.13.         Further Assurances...............................................................   14
         Section 8.14.         Pledge of Assets.................................................................   14
         Section 8.15.         Waiver of Setoff.................................................................   15


Exhibit A         Form of Servicer's Certificate

                                                             Servicing Agreement

                                      -ii-



         This SERVICING AGREEMENT, dated as of September 25, 2003 (this
"Agreement" or "Servicing Agreement"), by and between GE COMMERCIAL EQUIPMENT
FINANCING LLC, SERIES 2003-1, a limited liability company organized under the
laws of the State of Delaware (the "Issuer"), and GENERAL ELECTRIC CAPITAL
CORPORATION ("GE Capital"), in its capacity as the servicer hereunder (the
"Servicer").

         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 1.1. Definitions. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in Section 1 of
Annex A.

         Section 1.2. Other Interpretive Matters. For purposes of this
Agreement, the other interpretive matters set forth in Section 2 of Annex A
shall govern. All exhibits, schedules, and other attachments hereto, or
expressly identified hereto are incorporated herein by reference and, taken
together with this Agreement, shall constitute but a single agreement.

                                   ARTICLE II

                   APPOINTMENT OF THE SERVICER; CERTAIN DUTIES
                      AND RESPONSIBILITIES OF THE SERVICER.

         Section 2.1. Appointment of the Servicer. The Issuer hereby appoints
the Servicer as its agent to service the Loans and enforce its rights and
interests in and under the Loans and to serve in such capacity until the
termination of its responsibilities pursuant to Sections 5.1 or 6.1. In
connection therewith, the Servicer hereby accepts such appointment and agrees to
perform the duties and obligations set forth herein. The Servicer may, upon
giving prior written notice to the Issuer, delegate any duties to any Person, or
subcontract with a Sub-Servicer, for the collection, servicing or administration
of the Loans; provided, that (a) the Servicer shall remain liable for the
performance of the duties and obligations of any delegate or the Sub-Servicer
pursuant to the terms hereof and (b) any Sub-Servicing Agreement that may be
entered into and any other transactions or services relating to the Loans
involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the
Servicer alone, and the Issuer shall not be deemed party thereto and shall have
no obligations, duties or liabilities with respect to the Sub-Servicer.

         Section 2.2. Duties and Responsibilities of the Servicer. Subject to
the provisions of this Agreement, the Servicer shall conduct the servicing,
administration and collection of the Loans and shall take, or cause to be taken,
all actions that (a) may be necessary or advisable to service, administer and
collect the Loans from time to time, (b) the Servicer would take if the Loans
were owned by the Servicer, and (c) are consistent with the Credit and
Collection Policies. The Servicer shall also perform on behalf of the Issuer all
of the Issuer's obligations under the

                                                             Servicing Agreement



Indenture other than any obligations to pay money and any obligations to be
performed by the Administrator under the Administration Agreement.

         Section 2.3. Unrelated Amounts. If the Servicer determines that amounts
which are not property of the Issuer (the "Unrelated Amounts") have been
deposited in the Collection Account, then the Servicer shall provide written
evidence thereof to the Issuer no later than the first Business Day following
the day on which the Servicer had actual knowledge thereof, which evidence shall
be provided in writing. Upon receipt of any such notice, the Servicer shall
withdraw the Unrelated Amounts from the Collection Account, and the same shall
not be treated as Available Amounts on Loans and shall not be subject to the
provisions of Section 2.12.

         Section 2.4. Authorization of the Servicer. The Servicer is hereby
authorized to take any and all reasonable steps necessary or desirable and
consistent with the ownership of the Loans by the Issuer and pledge of the Loans
to the Indenture Trustee under the Indenture, in the determination of the
Servicer, to (a) collect all amounts due under the Loans, including endorsing
its name on checks and other instruments representing Available Amounts on the
Loans, executing and delivering any and all instruments of satisfaction or
cancellation or of partial or full release or discharge and all other comparable
instruments with respect to the Loans, and consistent with its normal
procedures, arranging with the Obligor to extend or modify Scheduled Payments in
its discretion, and (b) after the Loans become delinquent and to the extent
permitted under and in compliance with applicable law and regulations, (i)
commence proceedings with respect to the enforcement of payment of the Loans,
(ii) adjust, settle or compromise any payments due thereunder and (iii) initiate
proceedings against any Collateral securing the obligations due under the Loans,
in each case, consistent with the Credit and Collection policies; provided,
that, with respect to clause (a) and (b) above, the Servicer shall not agree to
any modification of the APR on any Loan or of the amount of any Scheduled
Payment on a Loan if such modification has a material adverse effect on the
Noteholders; and provided, further, that in no event will such modification be
permitted to extend the final payment date beyond the Maturity Date.

         Notwithstanding the generality of clause (a) above, the Servicer agrees
         that it shall promptly give written notice to the Issuer with a copy to
         S&P if the aggregate Loan Value of all Loans with respect to which an
         extension on payment of principal thereon has been granted by the
         Servicer exceeds 10% of the aggregate Loan Value of the Loans as of the
         Cut-off Date.

         If the Servicer shall commence a legal proceeding to enforce a Loan,
the Issuer (in the case of a Loan other than a Purchased Loan) shall thereupon
be deemed to have automatically assigned, solely for the purpose of collection,
such Loan to the Servicer. If in any enforcement suit or legal proceeding it
shall be held that the Servicer may not enforce a Loan on the ground that it
shall not be a real party in interest or a holder entitled to enforce such Loan,
the Managing Member shall take steps to enforce such Loan, including bringing
suit in its name.

         The Issuer shall furnish (or cause to be furnished) the Servicer with
any powers of attorney and other documents necessary or appropriate to enable
the Servicer to carry out its servicing and administrative duties hereunder, and
the Issuer shall assist the Servicer to the fullest extent to enable the
Servicer to collect the Loans and otherwise discharge its duties

                                                             Servicing Agreement

                                      -2-



hereunder. In no event shall the Servicer be entitled to make the Issuer a party
to any litigation without the Issuer's express prior written consent.

         Section 2.5. Servicing Fees and Servicing Advances. (a) As compensation
for its servicing activities and as reimbursement for its reasonable expenses in
connection therewith, the Servicer shall be entitled to receive the Servicing
Fees for each Collection Period. The Servicer shall be required to pay for all
expenses incurred by it in connection with its activities hereunder (including
any payments to accountants, counsel or any other Person) and shall not be
entitled to any payment therefor other than the Servicing Fees. The Servicer
shall also be entitled to reimbursement for any outstanding Servicer Advances
owing to the Servicer with respect to all preceding Collection Periods.

                  (b)      The Servicer may, but shall have no obligation to,
         make a Servicer Advance in the manner and to the extent provided
         herein, but only to the extent the Servicer, in its sole discretion,
         expects to be reimbursed for such advance. If the Servicer elects to
         make a Servicer Advance, prior to the close of business on each
         Determination Date, the Servicer will determine the amount of the
         advance that it has elected to make on the related Payment Date. The
         Servicer shall include information as to such determination in the
         Servicer's Certificate furnished by it in accordance with Section 2.7
         and shall be obligated to transfer to the Collection Account on or
         before 11:00 a.m. (New York City time) on the related Transfer Date in
         next day funds the amounts applicable to such determinations appearing
         in such Servicer's Certificate. All Servicer Advances shall be
         reimbursable to the Servicer, without interest, when a payment relating
         to a Loan with respect to which an advance has previously been made is
         subsequently received. Upon the determination by the Servicer that
         reimbursement from the preceding source is unlikely or nonrecoverable,
         it will be entitled to recover unreimbursed advances from Available
         Amounts on or in respect of other Loans.

         Section 2.6. Covenants of the Servicer. The Servicer covenants and
agrees that from and after the Closing Date and until the earlier of the
Maturity Date or Redemption Date, as applicable:

                  (a)      Ownership of Loans. The Servicer shall identify the
         Loans clearly and unambiguously in its Servicing Records to reflect
         that the Loans are owned by the Issuer and have been pledged to the
         Indenture Trustee under the Indenture.

                  (b)      Compliance with Credit and Collection Policies; Law.
         The Servicer shall comply in all material respects with the Credit and
         Collection Policies with respect to the Loans and in all material
         respects with applicable law with respect to the Loans, unless, in
         either case, such failure to comply would not be reasonably expected to
         cause a Material Adverse Effect.

         Section 2.7. Servicer's Certificate. On each Determination Date the
Servicer shall deliver to the Issuer, with a copy to the Indenture Trustee, the
Seller and the Rating Agencies, a Servicer's Certificate containing all
information necessary to make the distributions pursuant to Section 2.14 and the
deposits to the Collection Account pursuant to Section 2.12 for the Collection
Period preceding the date of such Servicer's Certificate. Loans to be
repurchased by

                                                             Servicing Agreement

                                      -3-



the Seller shall be identified by the Servicer by account number with respect to
such Loan (as specified in the Schedule of Loans delivered on the Closing Date).

         Section 2.8. Annual Statement as to Compliance; Notice of Default.

                  (a)      The Servicer shall deliver to the Issuer, with a copy
         to the Indenture Trustee, on or before March 15 of each year, an
         Officers' Certificate, dated as of December 31 of the preceding year,
         stating that: (i) a review of the activities of the Servicer during the
         preceding 12-month period (or, in the case of the first such
         certificate, from the Cutoff Date to December 31, 2004) and of its
         performance under this Agreement has been made under such officers'
         supervision and (ii) to the best of such officers' knowledge, based on
         such review, the Servicer has fulfilled all its obligations under this
         Agreement throughout such year or, if there has been a default in the
         fulfillment of any such obligation, specifying each such default known
         to such officers and the nature and status thereof.

                  (b)      The Servicer shall deliver to the Issuer, with a copy
         to the Indenture Trustee, promptly after having obtained knowledge
         thereof, but in no event later than five Business Days thereafter,
         written notice in an Officers' Certificate of any event that, with the
         giving of notice or lapse of time, or both, would become a Servicer
         Default under Section 5.1.

         Section 2.9. Annual Independent Certified Public Accountants' Report.
The Servicer shall cause a firm of independent certified public accountants,
which may also render other services to the Servicer, the Seller or any other
Affiliate of either the Seller or Servicer, as applicable, to deliver to the
Issuer on or before March 15 of each year a report, addressed to the board of
directors of the Servicer, the Issuer and the Indenture Trustee, summarizing the
results of certain procedures with respect to certain documents and records
relating to the servicing of the Loans during the preceding calendar year (or,
in the case of the first such report, during the period from the Cutoff Date to
December 31, 2004). The procedures to be performed and reported upon by the
independent public accountants shall be those agreed to by the Servicer and the
Issuer or its designee.

         Such report will also indicate that the firm is independent of the
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

         Section 2.10. Appointment of Subservicer. The Servicer may at any time
appoint a subservicer to perform all or any portion of its obligations as
Servicer hereunder; provided, that the Servicer shall remain obligated and be
liable to the Issuer, for the servicing and administering of the Loans in
accordance with the provisions hereof without diminution of such obligation and
liability by virtue of the appointment of such subservicer and to the same
extent and under the same terms and conditions as if the Servicer alone were
servicing and administering the Loans. The fees and expenses of the subservicer
shall be as agreed between the Servicer and its subservicer from time to time
and the Issuer shall have no responsibility therefor.

                                                             Servicing Agreement

                                      -4-



         Section 2.11. Maintenance of Security Interests in Loans. The Servicer
shall, in accordance with the Credit and Collection Policies, take such steps as
are necessary to maintain perfection of the security interest created by each
Loan in any of the Equipment. The Issuer hereby authorizes the Servicer to take
such steps as are necessary to re-perfect such security interest on behalf of
the Issuer or its assigns for any reason, including the filing of UCC financing
statements without the related debtor's signature. Without limiting the
generality of the foregoing, the Servicer shall make or maintain all required
federal lien filings or registrations in the name of the Issuer, as applicable.
Upon discovery by the Issuer or the Servicer of a breach of its obligation to
maintain perfection of the security interest in each Loan pursuant to this
Section 2.11, which breach is reasonably likely to have a Material Adverse
Effect, the party discovering the same shall give prompt written notice thereof
to the other party hereto. As liquidated damages for such breach, the Issuer
shall, on the Transfer Date relating to the Collection Period during which the
breach is discovered, request the Servicer to, and the Servicer shall pay to, or
at the direction of, the Issuer the Purchase Amount for the applicable Loans
(measured at the end of the Collection Period during which such breach is
discovered). Upon such payment, all rights, title and interest of the Issuer in
and to such Loans will be deemed to be automatically released without the
necessity of any further action by the Issuer, the Servicer or any other party
and such Loans will become the property of the Servicer.

         Section 2.12. Accounts. As of the Closing Date, the Servicer shall
establish and maintain the Collection Account and the Liquidity Account in the
name of the Issuer, each of which shall be an Eligible Deposit Account.

                  (a)      Not later than 10:00 a.m. (New York City time) on
         each Transfer Date, the Servicer shall deposit into the Collection
         Account all Available Amounts with respect to the related Collection
         Period that have not previously been deposited into the Collection
         Account (it being understood that no such deposits are required to be
         made prior to the Transfer Date unless a Daily Deposit Event has
         occurred).

                  (b)      Upon the occurrence and during the continuation of a
         Daily Deposit Event, the Servicer shall transfer to the Collection
         Account, on each Business Day in same day funds, all Available Amounts
         then held or thereafter received by it that are required to be
         deposited into the Collection Account, within two Business Days after
         receipt thereof.

         Section 2.13. Liquidity Account. The Servicer shall determine the
Specified Liquidity Account Balance and the Outstanding Unfunded Capital
Commitment for each Payment Date.

         Section 2.14. Disbursement from the Collection Account. On each
Transfer Date, the Servicer, on behalf of the Issuer, shall withdraw from the
Collection Account for payment to itself an amount equal to any accrued but
unpaid Servicing Fee and any accrued but unpaid Servicer Advances owing to the
Servicer (based on the information contained in the Servicer's Certificate
delivered on the related Determination Date pursuant to Section 2.7) in
accordance with Section 2.5.

         Section 2.15. Limitation on Liability of Servicer and Others. Neither
the Servicer nor any of the directors, officers, employees or agents of the
Servicer shall be under any liability to

                                                             Servicing Agreement

                                      -5-



the Issuer or the Noteholders, except as provided under this Agreement, for any
action taken or for refraining from the taking of any action pursuant to this
Agreement or for errors in judgment; provided, however, that this provision
shall not protect the Servicer or any such Person against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of its duties or by reason of reckless disregard
of obligations and duties under this Agreement. The Servicer and any director,
officer, employee or agent of the Servicer may rely in good faith on the advice
of counsel or on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder.

         Except as provided in this Agreement, the Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action that shall not
be incidental to its duties to service the Loans in accordance with this
Agreement, and that in its opinion may involve it in any expense or liability;
provided, however, that the Servicer may undertake any reasonable action that it
may deem necessary or desirable in respect of this Agreement, the Related
Documents and the rights and duties of the parties to this Agreement, the other
Related Documents and the interests of the Noteholders under the Indenture.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Section 3.1. Representations and Warranties of the Servicer. The
Servicer represents and warrants to the Issuer as of the Closing Date as
follows:

                  (a)      It is a corporation, duly organized, validly existing
         and in good standing under the laws of its jurisdiction of
         incorporation or organization and is duly qualified to do business, and
         is in good standing, in each jurisdiction in which the servicing of the
         Loans hereunder requires it to be so qualified, except where the
         failure to comply would not reasonably be expected to have a Material
         Adverse Effect.

                  (b)      It has the power and authority to execute and deliver
         this Agreement and to perform the transactions contemplated hereby.

                  (c)      This Agreement has been duly authorized, executed and
         delivered by the Servicer and constitutes its legal, valid and binding
         obligation enforceable against it in accordance with its terms, subject
         to any applicable bankruptcy, insolvency, reorganization, moratorium or
         other similar laws now or hereafter in effect relating to or affecting
         the enforceability of creditors' rights generally and general equitable
         principles, whether applied in a proceeding at law or in equity.

                  (d)      No consent of, notice to, filing with or permits,
         qualifications or other action by any Governmental Authority or any
         other party is required for the due execution, delivery and performance
         of this Agreement, other than consents, notices, filings and other
         actions which have been obtained or made or where the failure to get
         such consent or take such action, individually or in the aggregate,
         would not reasonably be expected to have a Material Adverse Effect.

                                                             Servicing Agreement

                                      -6-



                  (e)      There is no pending or, to its actual knowledge,
         threatened litigation of a material nature against or affecting it, in
         any court or tribunal, before any arbitrator of any kind or before or
         by any Governmental Authority (i) asserting the invalidity of this
         Agreement, or (ii) seeking any determination or ruling that might
         materially and adversely affect the validity or enforceability of this
         Agreement.

                                   ARTICLE IV

                              ADDITIONAL COVENANTS

         Section 4.1. Covenants of the Servicer Regarding the Loans.

                  (a)      Maintenance of Files. The Servicer shall, for not
         less than three years or for such longer period as may be required by
         law, from the date on which any Loan is paid full, maintain the Records
         with respect to each Loan, including records of all payments received,
         credits granted and property returned. The Servicer will permit
         representatives of the Issuer or its designee at any reasonable time
         during normal business hours, and at such times outside of normal
         business hours as the Issuer shall reasonably request, (i) to inspect
         and make copies of and abstracts from such records, and (ii) to visit
         the properties of the Servicer utilized in connection with the
         collection, processing or servicing of the Loans for the purpose of
         examining such Records, and (iii) to discuss matters relating to the
         Loans or the Servicer's performance under this Agreement with any
         officer, employee or accountants of the Servicer having knowledge of
         such matters. In connection therewith, the Issuer shall institute
         procedures to permit it to confirm the Loan Balance in respect of any
         Loans; provided that no one other than the Servicer, subject to any
         other arrangements made by the Issuer, will contact an Obligor unless
         Servicer Default has occurred. The Servicer agrees to render to the
         Issuer such clerical and other assistance as may be reasonably
         requested with regard to the foregoing.

                  (b)      Servicer Default. If a Servicer Default shall have
         occurred and be continuing, promptly upon request therefor, the
         Servicer shall deliver to the Issuer records reflecting activity
         through the close of business on the immediately preceding Business
         Day. Upon the occurrence and during the continuation of a Servicer
         Default, the Servicer shall (i) deliver and turn over to the Issuer or
         to its representatives, or at the option of the Issuer shall provide
         the Issuer or its representatives with access to, at any time, on
         demand of the Issuer, all of the Servicer's facilities, personnel,
         books and records pertaining to the Loans, including all Records, and
         (ii) allow the Issuer to occupy the premises of the Servicer where such
         books, records and Records are maintained, and (iii) to utilize such
         premises, the equipment thereon and any personnel of the Servicer that
         the Issuer may wish to employ to administer, service and collect the
         Loans.

                  (c)      Notice of Adverse Claim. The Servicer shall advise
         the Issuer promptly, in reasonable detail, (i) of any claim of
         ownership or Lien known to it made or asserted against any Loan, other
         than any ownership interest or Lien created under the Sale Agreement or
         the Purchase and Sale Agreement, any Lien created under the Indenture
         or any Permitted Encumbrances, and (ii) of the occurrence of any event
         known to it which would have a material adverse effect on the aggregate
         value of the Loans.

                                                             Servicing Agreement

                                      -7-



                  (d)      Further Assurances. The Servicer shall furnish to the
         Issuer from time to time such statements and schedules further
         identifying and describing the Loans and such other reports in
         connection with the Loans as the Issuer may reasonably request, all in
         reasonable detail.

                                    ARTICLE V

                         EVENTS OF SERVICER TERMINATION

         Section 5.1. Default. If any of the following events shall occur
(regardless of the reason therefor) with respect to the Servicer:

                  (a)      The Servicer shall (i) fail to make or give
         instructions for any deposit, transfer or payment required to be made
         hereunder and the same shall remain unremedied for three Business Days,
         or (ii) fail or neglect to perform, keep or observe in any material
         respect any other provision of this Agreement and the same shall remain
         unremedied for fifteen days after written notice thereof shall have
         been given by the Issuer to the Servicer;

                  (b)      any representation or warranty of the Servicer herein
         or in any written statement, report, financial statement or certificate
         made or delivered by the Servicer to the Issuer hereto or thereto shall
         be untrue or incorrect in any material respect as of the date when made
         or deemed made and shall not be corrected for a period of 60 days after
         either (i) any Authorized Officer of the Servicer becomes aware thereof
         or (ii) notice thereof has been given to such Person by the Issuer; or

                  (c)      a Bankruptcy Event shall have occurred and be
         continuing with respect to the Servicer;

then, upon the occurrence of any of such events (each, a "Servicer Default"),
the Issuer may deliver a notice (a "Servicer Termination Notice") to the
Servicer, terminating the servicing responsibilities of the Servicer hereunder,
without demand, protest or further notice of any kind, all of which are hereby
waived by the Servicer. Upon the delivery of any such notice, all authority and
power of the Servicer under this Agreement shall pass to and be vested in the
Successor Servicer acting pursuant to Section 6.2, provided, that
notwithstanding anything to the contrary herein, the Servicer agrees to act as
Servicer and to continue to follow the procedures set forth in this Agreement
with respect to Available Amounts on the Loans under this Agreement until a
Successor Servicer has assumed the responsibilities and obligations of the
Servicer in accordance with Section 6.2.

                                   ARTICLE VI

                               SUCCESSOR SERVICER

         Section 6.1. Resignation of Servicer. The Servicer may resign in the
circumstances set forth in clause (a) or (b) of this Section 6.1.

                                                             Servicing Agreement

                                      -8-



                  (a)      The Servicer may resign from its obligations and
         duties hereunder if it finds a replacement servicer satisfying the
         eligibility criteria set forth in Section 6.2. No such resignation
         shall become effective until the replacement servicer shall have
         obtained the Issuer's approval and appointment pursuant to Section 6.2.

                  (b)      The Servicer may resign from the obligations and
         duties hereby imposed on it upon its determination that (i) the
         performance of its duties hereunder has become impermissible under
         applicable law, and (ii) there is no reasonable action which the
         Servicer could take to make the performance of its duties hereunder
         permissible under applicable law. No such resignation shall become
         effective until a Successor Servicer shall have assumed the
         responsibilities and obligations of the Servicer in accordance with
         Section 6.2.

         Section 6.2. Appointment of the Successor Servicer. In connection with
the termination of the Servicer's responsibilities under this Agreement pursuant
to Section 5.1 or 6.1, the Issuer shall within 30 days after the giving of a
Servicer Termination Notice pursuant to Section 5.1 or as soon as practicable
after a resignation of the Servicer pursuant to Section 6.1, appoint a successor
servicer that shall have a long-term debt rating of at least ["BBB-"] by S&P and
["Baa3"] by Moody's. The successor servicer shall succeed to all rights and
assume all of the responsibilities, duties and liabilities of the Servicer under
this Agreement (such successor servicer being referred to as the "Successor
Servicer"); provided, that the Successor Servicer shall have no responsibility
for any actions of the Servicer prior to the date of its appointment as
Successor Servicer. The Successor Servicer shall accept its appointment by
executing, acknowledging and delivering to the Issuer an instrument in form and
substance acceptable to the Issuer, and by providing prior written notice of
such appointment to the Indenture Trustee. Notice shall be given to the Rating
Agencies of the appointment of any Successor Servicer.

         Section 6.3. Duties of Servicer. At any time following the appointment
of a Successor Servicer:

                  (a)      the Servicer agrees that it shall terminate its
         activities as servicer hereunder in a manner acceptable to the Issuer
         so as to facilitate the transfer of servicing to the Successor
         Servicer, including timely delivery (i) to the Issuer of any funds that
         were required to be deposited in the Collection Account and the
         Liquidity Account and (ii) to the Successor Servicer, at a place
         selected by the Successor Servicer, of all Servicing Records and other
         information with respect to the Loans. The Servicer shall account for
         all funds and shall execute and deliver such instruments and do such
         other things as may reasonably be required to more fully and definitely
         vest and confirm in the Successor Servicer all rights, powers, duties,
         responsibilities, obligations and liabilities of the Servicer; and

                  (b)      the Servicer shall terminate each Sub-Servicing
         Agreement that may have been entered into by it and the Successor
         Servicer shall not be deemed to have assumed any of the Servicer's
         interest therein or to have replaced the Servicer as a party to any
         such Sub-Servicing Agreement.

                                                             Servicing Agreement

                                      -9-



         Section 6.4. Effect of Termination or Resignation. Any termination or
resignation of the Servicer under this Agreement shall not affect any claims
that the Issuer may have against the Servicer for events or actions taken or not
taken by the Servicer arising prior to any such termination or resignation.

                                   ARTICLE VII

                                 INDEMNIFICATION

         Section 7.1. Indemnities by the Servicer. Without limiting any other
rights that the Issuer or its Affiliates or any Stockholder, director, officer,
employee, or agent or incorporator thereof (each, a "Servicer Indemnified
Person") may have hereunder or under applicable law, the Servicer hereby agrees
to indemnify each Servicer Indemnified Person from and against any and all
Indemnified Amounts which may be imposed on, incurred by or asserted against a
Servicer Indemnified Person in any way arising out of or relating to any
material breach of the Servicer's obligations under this Agreement; excluding,
however, Indemnified Amounts to the extent resulting from (i) bad faith, gross
negligence or willful misconduct on the part of the Servicer Indemnified Person
or (ii) recourse for uncollectible Loans. Any Indemnified Amounts subject to the
indemnification provisions of this Section 7.1 shall be paid to the Servicer
Indemnified Person within [ten] Business Days following demand therefor.

         Section 7.2. Limitation of Damages; Indemnified Persons. NO SERVICER
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 VIII

                                  MISCELLANEOUS

         Section 8.1. Notices. 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
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 facsimile or other electronic transmission (with such
transmission promptly confirmed by delivery of a copy by personal delivery or
United States Mail as otherwise provided in this Section 8.1), (c) one 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

                                                             Servicing Agreement

                                      -10-



facsimile number indicated 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 designated in any written notice 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 only be effective
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 only be effective on the immediately succeeding Business Day.

         If to GE Capital, as Servicer:

                  General Electric Capital Corporation, as Servicer
                  44 Old Ridgebury Road
                  Danbury, Connecticut 06810
                  Attention: General Counsel
                  Telephone: (203) 796-1000
                  Facsimile: (203) 796-1313

         If to the Issuer:

                  GE Commercial Equipment Financing LLC, Series 2003-1
                  44 Old Ridgebury Road
                  Danbury, Connecticut 06810
                  Attention: Capital Markets Operations
                  Telephone: (203) 796-5518
                  Facsimile: (203) 796-5554

         Section 8.2. Binding Effect; Assignability. This Agreement shall be
binding upon and inure to the benefit of the Issuer and the Servicer and their
respective successors and permitted assigns. Except as set forth in Section 2.1,
or Article VI, the Servicer may not assign, transfer, hypothecate or otherwise
convey any of its rights or obligations hereunder or interests herein without
the express prior written consent of the Issuer and unless the Rating Agency
Condition shall have been satisfied with respect to any such assignment. Any
such purported assignment, transfer, hypothecation or other conveyance by the
Servicer without the prior express written consent of the Issuer shall be void.
The Issuer may, at any time, assign any of its rights and obligations under this
Agreement to any Person and any such assignee may further assign at any time its
rights and obligations under this Agreement, in each case, without the consent
of the Servicer. Each of the Issuer and the Servicer acknowledges and agrees
that, upon any such assignment, the assignee thereof may enforce directly, all
of the obligations of the Issuer or the Servicer hereunder, as applicable.

         Section 8.3. Termination; Survival of Obligations Upon Maturity Date or
Redemption Date. 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 the Class

                                                             Servicing Agreement

                                      -11-



B Note Maturity Date or the Redemption Date; provided, that the rights and
remedies provided for herein with respect to any breach of any representation or
warranty made by the Servicer pursuant to Article III, the indemnification and
payment provisions of Article VII and Sections 8.4, 8.5 and 8.13 shall be
continuing and shall survive the later of the Class B Note Maturity Date or the
Redemption Date, as applicable. Following the final distribution date of the
Issuer Variable Funding Certificate, the Servicer shall promptly provide written
notice to the Managing Member of a notice of termination of the Issuer's
obligations.

         Section 8.4. No Proceedings. The Servicer hereby agrees that, from and
after the Closing Date and until the date one year plus one day following the
earlier of the Class B Note Maturity Date or the Redemption Date, as applicable,
it will not, directly or indirectly, institute or cause to be instituted against
the Issuer any proceeding of the type referred to in the definition of
"Bankruptcy Event"; provided that the foregoing shall not in any way limit the
Servicer's right to pursue any other creditor rights or remedies that the
Servicer may have for claims against the Issuer.

         Section 8.5. Complete Agreement; Modification of Agreement. This
Agreement constitutes the complete agreement among the parties hereto with
respect to the subject matter hereof, supersedes all prior agreements and
understandings relating to the subject matter hereof, and may not be modified,
altered or amended except as set forth in Section 8.7.

         Section 8.6. Amendments and Waivers. No amendment, modification,
termination or waiver of any provision of this Agreement, or any consent to any
departure by any party hereto therefrom, shall in any event be effective unless
the same shall be in writing and signed by each of the parties hereto.

         Section 8.7. No Waiver; Remedies. The failure by the Issuer , at any
time or times, to require strict performance by the Servicer of any provision of
this Agreement shall not waive, affect or diminish any right of the Issuer
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 the same or of a different type. None of the undertakings, agreements,
warranties, covenants and representations of the Servicer contained in this
Agreement and no breach or default by the Servicer hereunder, shall be deemed to
have been suspended or waived by the Issuer unless such waiver or suspension is
by an instrument in writing signed by an officer of or other duly authorized
signatory of the Issuer and directed to the Servicer specifying such suspension
or waiver. The rights and remedies of the Issuer under this Agreement shall be
cumulative and nonexclusive of any other rights and remedies that the Issuer may
have under any other agreement, including the other Related Documents, by
operation of law or otherwise.

         Section 8.8. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL. THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL
RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS
LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW

                                                             Servicing Agreement

                                      -12-



PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

                  (a)      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. 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 9.1 AND THAT SERVICE SO MADE SHALL BE DEEMED
         COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR
         THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
         PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY
         HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

                  (b)      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.

                                                             Servicing Agreement

                                      -13-



         Section 8.9. Counterparts. This Agreement may be executed in any number
of separate counterparts, each of which shall collectively and separately
constitute one agreement. Executed counterparts may be delivered electronically.

         Section 8.10. Severability. 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 8.11. Section Titles. The section titles and table of contents
contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the
parties hereto.

         Section 8.12. Limited Recourse. (a) The obligations of the Issuer under
this Agreement are solely the obligations of the Issuer. No recourse shall be
had for any obligation or claim arising out of or based upon this Agreement
against any incorporator, shareholder, officer, manager, member or director,
past, present or future, of the Issuer or of any successor or of its constituent
members or its other Affiliates, either directly or through the Issuer or any
successor, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the acceptance
hereof, expressly waived and released. Any accrued obligations owing by the
Issuer under this Agreement shall be payable by the Issuer solely to the extent
that funds are available therefor from time to time in accordance with the
provisions of Section 2.13 (provided that such accrued obligations shall not be
extinguished until paid in full).

                  (b)      The obligations of the Servicer under this Agreement
         are solely the obligations of the Servicer. No recourse shall be had
         for the payment of any amount owing hereunder or any other obligation
         or claim arising out of or based upon this Agreement, against any
         shareholder, employee, officer, manager, member or director, agent or
         organizer, past, present or future, of the Servicer or of any successor
         thereto, either directly or through the Servicer or any successor
         thereto, whether by virtue of any constitution, statute or rule of law
         or by the enforcement of any assessment or penalty or otherwise, all
         such liability being, by acceptance hereof and as part of the
         consideration for the acceptance hereof, expressly waived and released.

         Section 8.13. Further Assurances. The Servicer shall, at its sole cost
and expense, promptly and duly execute and deliver any and all further
instruments and documents, and take such further action, that may be necessary
or desirable or that the Issuer may request to enable the Issuer to exercise and
enforce its rights under this Agreement or otherwise carry out more effectively
the provisions and purposes of this Agreement.

         Section 8.14. Pledge of Assets. The Servicer hereby acknowledges that
the Issuer has granted a security interest in the Collateral to the Indenture
Trustee under the Indenture, and hereby waives any defenses it may have against
the Indenture Trustee for the enforcement of this Agreement in the event of
foreclosure by the Indenture Trustee against the Collateral. Accordingly, the
parties hereto agree that, in the event of foreclosure by the Indenture Trustee

                                                             Servicing Agreement

                                      -14-



against the Collateral, the Indenture Trustee shall have the right to enforce
this Agreement and the full performance by the parties hereto of their
obligations and undertakings set forth herein. The Servicer hereby agrees to
deliver to the Indenture Trustee a copy of all notices to be delivered by the
Servicer to the Issuer hereunder.

         Section 8.15. Waiver of Setoff. The Servicer hereby waives any right of
setoff that it may have for amounts owing to it under or in connection with this
Agreement.

                               [Signatures Follow]

                                                             Servicing Agreement

                                      -15-



         IN WITNESS WHEREOF, the parties have caused this Servicing Agreement to
be executed by their respective representatives thereunto duly authorized, as of
the date first above written.

                                           GECF EQUIPMENT FINANCING LLC,
                                           SERIES 2003-1

                                           BY: CEF EQUIPMENT HOLDING, L.L.C.,
                                           ITS MANAGING MEMBER

                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                           GENERAL ELECTRIC CAPITAL
                                           CORPORATION

                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                                             Servicing Agreement



                                                                       EXHIBIT A
                                                          to Servicing Agreement

                         FORM OF SERVICER'S CERTIFICATE

[______________________]
[______________________]
[______________________]
Attention: [________________________]

[__________________]
[__________________]
[__________]
[__________________]
Attention: [___________________________]

[SELLER NAME]
[SELLER ADDRESS]
Attention: Secretary

Moody's Investors Service, Inc.
ABS Monitoring Department
99 Church Street
New York, New York 10007

Standard & Poor's Ratings Services,
A division of McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041
Attention: Asset Backed Surveillance Department

                                                             Servicing Agreement

                                      B-1


                                                                  EXECUTION COPY

- --------------------------------------------------------------------------------

                                     ANNEX A

                                       to
                               SERVICING AGREEMENT

                                   dated as of

                               September 25, 2003

                         Definitions and Interpretation

- --------------------------------------------------------------------------------

                                                                      Annex A to
                                                             Servicing Agreement



         SECTION 1. Definitions and Conventions. Capitalized terms used in the
Servicing 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 as
defined in the Accounting Principles Board Opinion Number 20.

          "Administration Agreement" means the Administration Agreement, dated
as of September 25, 2003, between the Administrator and the Issuer.

         "Administration Fee" is defined in Section 3 of the Administration
Agreement.

         "Administrator" means General Electric Capital Corporation, in its
capacity as Administrator under the Administration Agreement, or any other
Person designated as a successor administrator.

         "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.

         "Annual Percentage Rate" or "APR" of a Loan means, the interest rate or
annual rate of finance charges stated in or, if not explicitly stated, the
implicit finance charge used by the Seller to calculate periodic payments with
respect to the related Loan.

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

         "Authorized Officer" means, with respect to any corporation, trust or
limited liability company, as appropriate, the Chairman or Vice-Chairman of the
Board, the President, any Vice President, the Secretary, the Treasurer, any
Assistant Secretary, any Assistant Treasurer, the Managing Member, and each
other officer, employee or member of such corporation, trust or limited
liability company, as appropriate, specifically or similar governing body of
such limited liability company or trust to sign agreements, instruments or other
documents on behalf of such corporation authorized in resolutions of the board
of directors of such corporation or similar governing body of such limited
liability company or trust, as appropriate.

         "Available Amounts" means, with respect to any Payment Date all
payments made by or on behalf of the Obligors (excluding any late fees,
prepayment charges, extension fees and other administrative fees or similar
charges allowed by applicable law with respect to the Loans that constitute part
of the Servicing Fees) received during the related Collection Period, any
Recoveries received during the related Collection Period, any Swap Payments
Incoming and any

                                                                      Annex A to
                                                             Servicing Agreement



Swap Termination Payments received pursuant to the Swap Agreements with respect
to such Payment Date, any proceeds from insurance policies covering the
Equipment or related Obligor received during the related Collection Period,
Liquidation Proceeds received during the related Collection Period, the Purchase
Amount of each Loan that became a Purchased Loan during the related Collection
Period (to the extent deposited into the Collection Account), Investment
Earnings for such Payment Date, servicing advances received during the related
Collection Period and payments made by a lessee pursuant to its obligation (if
any) to pay the Termination Value pursuant to the related Loan received during
the related Collection Period; provided, however, that the Available Amounts
shall not include all payments or proceeds (including Liquidation Proceeds) of
any Loans the Purchase Amount of which has been included in the Available
Amounts in a prior Collection Period.

         "Bankruptcy Code" means the provisions of title 11 of the United States
Code, 11 U.S.C. Sections 101 et seq.

         "Bankruptcy Event" means, as to any Person, any of the following
events: (a) a case or proceeding shall have been commenced against such Person
seeking a decree or order in respect of such Person (i) under the Bankruptcy
Code or any other applicable federal, state or foreign bankruptcy or other
similar law, (ii) appointing a custodian, receiver, liquidator, assignee,
trustee or sequestrator (or similar official) for any such Person or for any
substantial part of such Person's assets, or (iii) ordering the winding-up or
liquidation of the affairs of any such Person; or (b) such Person shall (i) file
a petition seeking relief under the Bankruptcy Code or any other applicable
federal, state or foreign bankruptcy or other similar law, (ii) consent or fail
to object in a timely and appropriate manner to the institution of proceedings
thereunder or to the filing of any such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for such Person or for any substantial part
of such Person's assets, (iii) make an assignment for the benefit of creditors,
or (iv) take any corporate action in furtherance of any of the foregoing.

         "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 CEF dated September 25, 2003.

         "CEF Variable Funding Certificate" means the Variable Funding
Certificate issued by CEF Equipment Holding, L.L.C. pursuant to the Series
2003-1 LLC Supplement.

         "Certificateholder" means a Person in whose name a Certificate is
registered.

         "Class B Note Maturity Date" means November 20, 2011 (or, if such day
is not a Business Day, the next succeeding Business Day thereafter).

         "Closing Date" means September 25, 2003.

         "Collection Account" means the account designated as such, established
and owned by the Issuer and maintained in accordance with Section 8.2 of the
Indenture.

                                                                      Annex A to
                                                             Servicing Agreement

                                      -2-



         "Collection Period" means, with respect to any Payment Date, the
calendar month preceding the 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 calendar month preceding the calendar
month in which the first Payment Date occurs).

         "Collections" is defined in the Indenture.

         "Credit and Collection Policies" or "Credit and Collection Policy"
means, with respect to each type of Loan, the policies, practices and procedures
of the commercial equipment financing division of General Electric Capital
Corporation, as adopted by the Issuer for providing equipment financing,
including the policies and procedures for determining the creditworthiness of
Obligors and the extension of credit to Obligors, or relating to the maintenance
of such types of loans and collections on such types of loans, as such policies
and procedures, as applicable, may be amended from time to time.

         "Cut-off Date" is defined in the Indenture.

         "Daily Deposit Event" means (i) a reduction in the Servicer's rating
below "BBB-" by S&P or "A2" by Moody's, (ii) the reduction of General Electric
Company's long-term debt rating below "A" by S&P or (iii) the Servicer is not a
direct or indirect subsidiary of General Electric Company.

         "Defaulted Loan" is defined in the Purchase and Sale Agreement.

         "Determination Date" means with respect to any Transfer Date, the
second Business Day prior to such Transfer Date.

         "Eligible Deposit Account" means: (a) a segregated deposit account
maintained with a depository institution or trust company whose short-term
unsecured debt obligations are rated at least A-1+ by S&P and P-1 by Moody's,
(b) a segregated account which is either (i) maintained in the corporate trust
department of the Indenture Trustee or (ii) maintained with a depository
institution or trust company whose long term unsecured debt obligations are
rated at least BBB- by S&P and Baa3 by Moody's, or (c) a segregated trust
account or similar account maintained with a federally or state chartered
depository institution whose long term unsecured debt obligations are rated at
least BBB- by S&P and Baa3 by Moody's subject to regulations regarding fiduciary
funds on deposit substantially similar to 12 C.F.R. Section 9.10(b) in effect on
the Closing Date.

         "Equipment" means any transportation equipment, industrial equipment,
furniture and fixtures, construction equipment, technology and
telecommunications equipment, maritime assets or other equipment, together with
all accessions thereto securing an Obligor's indebtedness under the respective
Loan.

         "Event of Default" is defined in Section 5.1 of the Indenture.

         "Fitch" means Fitch, Inc. and its successors and assigns.

                                                                      Annex A to
                                                             Servicing Agreement

                                      -3-



         "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.

         "Indenture" means the Indenture, dated September 25, 2003, between the
Issuer and the Indenture Trustee, as the same may be amended and supplemented
from time to time.

         "Indenture Trustee" means JPMorgan Chase Bank, not in its individual
capacity but solely as Indenture Trustee under the Indenture, or any successor
Indenture Trustee under the Indenture.

         "Investment Earnings" means, with respect to any Payment Date, the
interest and other investment earnings (net of losses and investment expenses)
on amounts on deposit in the Trust Accounts to be included as part of
Collections pursuant tot Section 8.5(a) of the Indenture.

         "Issuer" means GE Commercial Equipment Financing LLC, Series 2003-1, 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 issued pursuant to the Indenture.

         "Issuer Variable Funding Certificate" means the Variable Funding
Certificate issued by the Issuer pursuant to the Limited Liability Company
Agreement of September 25, 2003.

         "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 Loan by operation of law as a result of any act or omission by the
related Obligor.

         "Limited Liability Company Agreement" means the Limited Liability
Company Agreement of the Issuer, dated as of September 25, 2003, among the
Managing Member and the Issuer, as the same may be amended or supplemented from
time to time.

         "Liquidated Loan" means any Loan (i) liquidated through the sale or
other disposition of all or a portion of the related Equipment, (ii) that has
been charged off in its entirety in accordance with the Credit and Collection
Policy without realizing upon the Equipment or (iii) the due date of any
Scheduled Payment of which has been extended, at any time after the Cut-off Date
for an aggregate period of 12 or more calendar months.

         "Liquidation Proceeds" means, with respect to any Liquidated Loan, the
amounts collected in respect thereof from whatever source (including the
proceeds of insurance policies with respect to the related Equipment or Obligor)
during the Collection Period in which it became a Liquidated Loan, net of the
sum of any amounts expended in connection with such liquidation and any amounts
required by law to be remitted to the Obligor on such Liquidated Loan or any
creditor of such Obligor to the extent required by applicable law or agreement.

                                                                      Annex A to
                                                             Servicing Agreement

                                      -4-



         "Liquidity Account" means the account designated as such, established
and owned by the Issuer and maintained in accordance with Section 8.2 of the
Indenture.

         "Liquidity Account Funding Event" has the meaning specified in Section
3.13 of the Indenture.

         "Loan" means any Loan included in the Schedule of Loans and any
agreement (including any invoice) pursuant to, or under which, an Obligor shall
be obligated to make payments with respect to any Loan.

         "Loan Value" is defined in the Purchase and Sale Agreement.

         "Managing Member" means CEF Equipment Holding, L.L.C., a Delaware
limited liability company or any successor Managing Member under the 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
Loans, as applicable, therefor, any interest related thereto or the ownership
interests or Liens of such Person thereon or the priority of such interests or
Liens.

         "Maturity Date" is defined in the Indenture.

         "Moody's" means Moody's Investors Service, Inc. or any successor
thereto.

         "Note Balance" is defined in the Indenture.

         "Note Depository Agreement" means the agreement among the Issuer, the
Indenture Trustee and The Depository Trust Company, as the initial clearing
agency, dated as of the Closing Date.

         "Note Distribution Account" means the account designated as such,
established and owned by the Issuer and maintained in accordance with Section
8.2(a) of the Indenture.

         "Note Register" has the meaning specified in Section 2.4 of the
Indenture.

         "Noteholder" means the person in whose name a Note is registered on the
Note Register.

         "Notes" is defined in the Indenture.

         "Obligor" means, as to each Loan, any Person who owes payments under
the Loan.

         "Officer's Certificate" means, with respect to any Person, a
certificate signed by an Authorized Officer of such Person.

                                                                      Annex A to
                                                             Servicing Agreement

                                      -5-



         "Outstanding Principal Balance" is defined in the Indenture.

         "Outstanding Unfunded Capital Commitment" means, with respect to each
Variable Funding Certificateholder on a Payment Date, the Variable Funding
Capital Commitment of such Person reduced by the aggregate amount of capital
contributions made by such Person prior to such Payment Date. If on any Payment
Date the Outstanding Unfunded Capital Commitment is less than the Variable
Funding Capital Commitment, the Outstanding Unfunded Capital Commitment shall be
increased on such Payment Date to the extent of Amounts Available for
Distribution (as defined in the Indenture) on such Payment Date, provided that
in no event shall the Outstanding Unfunded Capital Commitment after any such
increase exceed the Variable Funding Capital Commitment.

         "Payment Date" means, with respect to each Collection Period, the 20th
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 October 20,
2003.

         "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, 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 Liquidated Loan, as of the day
immediately prior to such Loan becoming a Liquidated Loan less any Liquidation
Proceeds actually received by the Issuer) plus interest accrued and unpaid
thereon as of such last day at a rate per annum equal to the APR for such Loan.

         "Purchase and Sale Agreement" means that certain Loan Purchase and Sale
Agreement, dated as of September 25, 2003 by the Transferor and the Issuer, as
the same may be amended from time to time.

         "Purchased Loan" means a Loan repurchased as of the close of business
on the last day of a Collection Period by the Seller pursuant to Section 7.2 of
the Sale Agreement or repurchased as of such time by the Transferor pursuant to
Section 7.2 of the Purchase and Sale Agreement.

         "Rating Agency" means each of Fitch, Moody's and S&P. 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.

                                                                      Annex A to
                                                             Servicing Agreement

                                      -6-



         "Rating Agency Condition" means, with respect to any action, that (i)
each Rating Agency (other than Moody's) shall have been given prior notice
thereof and that each of the Rating Agencies (other than Moody's) shall have
notified the Issuer and the Indenture Trustee in writing that such action will
not result in a reduction or withdrawal of the then current rating of any Class
of the Notes and (ii) Moody's shall have been given at least 10 Business Days'
prior notice thereof and shall have not notified the Issuer that such action
will result in a reduction or withdrawal of the then current rating of any Class
of the Notes.

         "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 any of the Seller, the Servicer, any Sub-Servicer or the
Issuer with respect to the Loan and the Obligors thereunder.

         "Recoveries" means, with respect to any Liquidated Loan, monies
collected in respect thereof, from whatever source (other than from the sale or
other disposition of the Equipment), after such Loan became a Liquidated Loan.

         "Redemption Date" is defined in the Indenture.

         "Related Collection Period Loan Value" means, with respect to any
Payment Date, an amount equal to the Loan Value in the Collection Account as of
the Transfer Date which were received by the Servicer during the related
Collection Period, including all Liquidation Proceeds so received but excluding
any Purchase Amounts with respect to Purchased Loan.

         "Related Documents" means the Sale Agreement, the Purchase and Sale
Agreement, the Servicing Agreement, the Indenture, the Limited Liability
Agreement, the Variable Funding Certificates, the CEF Limited Liability Company
Agreement, the Administration Agreement, the Note Depository Agreement, the Swap
Agreements, 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 Appendices 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.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.

         "Sale Agreement" means the Loan Sale Agreement, dated September 25,
2003, between Seller and the Transferor.

         "Schedule of Loans" is the schedule of Loans attached as Schedule I to
each of the Sale Agreement and the Purchase and Sale Agreement (which schedule
may be in the form of microfiche).

                                                                      Annex A to
                                                             Servicing Agreement

                                      -7-



         "Scheduled Payment" on a Loan means that portion of the payment
required to be made by the Obligor during any Collection Period sufficient to
amortize the principal 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 APR, provided that Termination Values shall also constitute Scheduled
Payments.

         "Seller" means GE Capital, a Delaware corporation, its successors and
assigns.

         "Series 2003-1 LLC Supplement" means the Series 2003-1 LLC Supplement
to the Second Amended and Restated Limited Liability Company of CEF Equipment
Holding, L.L.C., dated as of September 25, 2003.

         "Servicer" means each of GE Capital, in its capacity as Servicer under
this Agreement, or any other Person designated as a Successor Servicer.

         "Servicer Advance" means, the amount as of the Record Date, which the
Servicer may, but is not required to, advance pursuant to Section 2.5 of the
Servicing Agreement.

         "Servicer Default" means an event specified in Section 5.1 of the
Servicing Agreement.

         "Servicer Indemnified Person" is defined in Section 7.1.

         "Servicer Termination Notice" is defined in Section 5.1 of the
Servicing Agreement.

         "Servicer's Certificate" means an Officer's Certificate of the Servicer
delivered pursuant to Section 2.7 of the Servicing Agreement, substantially in
the form of Exhibit A thereto.

         "Servicing Agreement" means the Servicing Agreement, dated as of
September 25, 2003 between the Servicer and the Issuer.

         "Servicing Fee" means, for any Collection Period, an amount equal to
the product of (a) the Servicing Fee Rate, (b) the average daily aggregate
outstanding principal amount of Loans as of the first day of such Collection
Period and (c) a fraction equal to (i) the number of days in such Collection
Period, divided by (ii) 360; plus all late fees, prepayment fees, assumption
fees, modification fees, and other miscellaneous fees and amounts received
during such Collection Period.

         "Servicing Fee Rate" means 0.35%.

         "Servicing Records" means all documents, books, Records and other
information (including computer programs, tapes, disks, data processing software
and related property and rights) prepared and maintained by the Servicer with
respect to the related Loans and the Obligors thereunder.

         "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

                                                                      Annex A to
                                                             Servicing Agreement

                                      -8-



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.

         "Specified Liquidity Account Balance" as of any date on and after the
occurrence of a Liquidity Account Funding Event, means an amount equal to the
lesser of (x) $13,193,123 and (y) the Outstanding Principal Balances of the
Class A-4 and Class B Notes as of such date and, at any time prior to the
occurrence of such event, zero.

         "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).

         "Stockholder" means, with respect to any Person, each holder of Stock
of such Person.

         "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 the Servicer and any Sub-Servicer pursuant to and in accordance with
Section 2.12 relating to the servicing, administration or collection of the
Loans.

         "Successor Servicer" is defined in Section 6.2.

         "Termination Value" means the "Termination Value" (if any) payable by
lessee pursuant to the applicable Loan.

         "Transfer Date" means the Business Day preceding the twentieth day of
each calendar month.

         "Transferor" means CEF Equipment Holding, L.L.C., a Delaware limited
liability company, as transferor under the Purchase and Sale Agreement.

         "UCC" means, with respect to any jurisdiction, the Uniform Commercial
Code as the same may, from time to time, be enacted and in effect in such
jurisdiction.

         "Variable Funding Capital Commitment" as of any date means an amount
equal to the lesser of (x) $13,193,123 and (y) the sum of the Outstanding
Principal Balances of the Class A-4 and Class B Notes (each as defined in the
Indenture) as of such date.

         "Variable Funding Certificateholder" is defined in the Indenture.

         "Variable Funding Certificates" is defined in the Indenture.

                                                                      Annex A to
                                                             Servicing Agreement

                                      -9-



         SECTION 2. Other Interpretive Matters. All terms defined directly or by
incorporation in the 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 Agreement (including this Annex A) and all
certificates and other documents, unless the context otherwise requires: (a)
accounting terms not otherwise defined in the Agreement, and accounting terms
partly defined in the Agreement to the extent not defined, shall have the
respective meanings given to them under GAAP; and unless otherwise provided,
references to any month, quarter or year refer to a fiscal month, quarter or
year as determined in accordance with the GE Capital fiscal calendar; (b) 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.

                                                                      Annex A to
                                                             Servicing Agreement

                                      -10-

EX-4.G

                                                                    Exhibit 4(g)

              GE Commercial Equipment Financing LLC, Series 2003-1
                                     Issuer

                                       and

                              JPMorgan Chase Bank,
                              as Indenture Trustee.

                              --------------------
                                    INDENTURE

                         Dated as of September 25, 2003

                                -----------------

       $376,946,000 in aggregate principal amount of Notes, consisting of:

             $101,200,000 of One-Month LIBOR - 0.04% Class A-1 Notes
             $67,600,000 of One-Month LIBOR + 0.07% Class A-2 Notes
             $124,400,000 of One-Month LIBOR + 0.09% Class A-3 Notes
             $53,590,000 of One-Month LIBOR + 0.12% Class A-4 Notes
              $30,156,000 of One-Month LIBOR + 0.43% Class B Notes



              GE COMMERCIAL Equipment Financing LLC, Series 2003-1

                  Reconciliation and Tie between this Indenture
                     dated as of September 25, 2003 and the
                             TIA of 1939, as amended



     TIA Section                            Indenture Section
     -----------                            -----------------
                                         
      310(a)(1)                                    6.11
        (a)(2)                                     6.11
        (a)(3)                                   6.10(b)
        (a)(4)                                Not Applicable
         (b)                                       6.11
         (c)                                  Not Applicable
        311(a)                                     6.13
         (b)                                       6.13
        312(a)                                     7.1
         (b)                                      7.2(b)
         (c)                                      7.2(c)
        313(a)                                     6.14
        (b)(1)                                     6.14
        (b)(2)                                     6.14
         (c)                                 6.14; 7.3(a)(ii)
         (d)                                       6.14
        314(a)                                     7.3
         (b)                                     3.6; 8.7
        (c)(1)                                     8.6
        (c)(2)                                     8.6
        (c)(3)                                     8.6
         (d)                                       8.6
         (e)                                       11.1
         (f)                                  Not Applicable
        315(a)                                     6.1
         (b)                                       6.5
         (c)                                       6.1
         (d)                                       6.7
         (e)                                       5.10
316(a) (last sentence)                             2.12
      (a)(1)(A)                                    5.8
      (a)(1)(B)                                    5.9
        (a)(2)                                Not Applicable
      317(a)(1)                                    5.2
        (a)(2)                                     5.2
         (b)                                       6.16
        318(a)                                    11.19
         (c)                                      11.19



                                TABLE OF CONTENTS



                                                                                                              PAGE
                                                                                                           
ARTICLE I        DEFINITIONS AND INCORPORATION BY REFERENCE

    SECTION 1.1.          Definitions......................................................................     3
    SECTION 1.2.          Other Interpretive Matters.......................................................    23
    SECTION 1.3.          Incorporation by Reference of TIA................................................    24

ARTICLE II       THE NOTES

    SECTION 2.1.          Form.............................................................................    24
    SECTION 2.2.          Execution, Authentication and Delivery...........................................    25
    SECTION 2.3.          Temporary Notes..................................................................    25
    SECTION 2.4.          Registration; Registration of Transfer and Exchange..............................    26
    SECTION 2.5.          Mutilated, Destroyed, Lost or Stolen Notes.......................................    27
    SECTION 2.6.          Persons Deemed Owner.............................................................    28
    SECTION 2.7.          Payment of Principal and Interest; Defaulted Interest............................    28
    SECTION 2.8.          Cancellation.....................................................................    30
    SECTION 2.9.          Book-Entry Notes.................................................................    30
    SECTION 2.10.         Notices to Clearing Agency.......................................................    31
    SECTION 2.11.         Definitive Notes.................................................................    31
    SECTION 2.12.         Notes owned by the Issuer or its Affiliates......................................    32
    SECTION 2.13.         CUSIP Numbers....................................................................    32
    SECTION 2.14.         Perfection Representations and Warranties........................................    32
    SECTION 2.15.         Notes to Constitute Indebtedness.................................................    32
    SECTION 2.16.         Determination of LIBOR...........................................................    32

ARTICLE III      COVENANTS

    SECTION 3.1.          Payments.........................................................................    33
    SECTION 3.2.          Maintenance of Office or Agency..................................................    33
    SECTION 3.3.          Paying Agent's Obligations.......................................................    34
    SECTION 3.4.          Existence........................................................................    34
    SECTION 3.5.          Protection of the Collateral; Further Assurances.................................    34
    SECTION 3.6.          Opinions as to the Collateral....................................................    34
    SECTION 3.7.          Performance of Obligations; Servicing of Loans...................................    35
    SECTION 3.8.          Taxes............................................................................    37
    SECTION 3.9.          Annual Statement as to Compliance................................................    37
    SECTION 3.10.         Negative Covenants...............................................................    37
    SECTION 3.11.         Successor or Transferee..........................................................    39
    SECTION 3.12.         Notice of Events of Default......................................................    40
    SECTION 3.13.         Capital Contributions and Liquidity Account......................................    40
    SECTION 3.14.         Further Instruments and Acts.....................................................    41

ARTICLE IV       SATISFACTION AND DISCHARGE

    SECTION 4.1.          Satisfaction and Discharge of Indenture..........................................    41
    SECTION 4.2.          Application of Trust Funds.......................................................    42

ARTICLE V        REMEDIES

    SECTION 5.1.          Events of Default................................................................    42


                                      -i-



                                TABLE OF CONTENTS
                                   (continued)


                                                                                                              PAGE
                                                                                                           
    SECTION 5.2.          Remedies.........................................................................    43
    SECTION 5.3.          [Reserved].......................................................................    46
    SECTION 5.4.          Unconditional Rights of Noteholders To Receive Principal and Interest............    46
    SECTION 5.5.          Restoration of Rights and Remedies...............................................    46
    SECTION 5.6.          Rights and Remedies Cumulative...................................................    46
    SECTION 5.7.          Delay or Omission Not a Waiver...................................................    46
    SECTION 5.8.          Control by Noteholders...........................................................    46
    SECTION 5.9.          Waiver of Past Defaults..........................................................    48
    SECTION 5.10.         Undertaking for Costs............................................................    48
    SECTION 5.11.         Waiver of Stay or Extension Laws.................................................    48
    SECTION 5.12.         Action on Notes..................................................................    48
    SECTION 5.13.         [Reserved].......................................................................    49
    SECTION 5.14.         Sale of Collateral...............................................................    49

ARTICLE VI       THE INDENTURE TRUSTEE

    SECTION 6.1.          Duties of the Indenture Trustee..................................................    51
    SECTION 6.2.          Rights of Indenture Trustee......................................................    52
    SECTION 6.3.          Individual Rights of the Indenture Trustee.......................................    54
    SECTION 6.4.          Funds Held in Trust..............................................................    54
    SECTION 6.5.          Notice of Defaults...............................................................    54
    SECTION 6.6.          [Reserved].......................................................................    54
    SECTION 6.7.          Compensation and Indemnity.......................................................    54
    SECTION 6.8.          Resignation and Removal; Appointment of Successor................................    55
    SECTION 6.9.          Successor Indenture Trustee by Merger............................................    56
    SECTION 6.10.         Appointment of Co-Trustee or Separate Trustee....................................    56
    SECTION 6.11.         Eligibility; Disqualification....................................................    57
    SECTION 6.12.         Acceptance by Indenture Trustee..................................................    59
    SECTION 6.13.         Preferential Collection of Claims Against the Issuer.............................    59
    SECTION 6.14.         Reports by Indenture Trustee to Noteholders......................................    59
    SECTION 6.15.         Representations and Warranties...................................................    59
    SECTION 6.16.         The Paying Agent.................................................................    60
    SECTION 6.17.         Repayment of Amounts Held by Paying Agent........................................    61
    SECTION 6.18.         Provisions of Swap Agreements....................................................    61

ARTICLE VII      NOTEHOLDERS' LISTS AND REPORTS

    SECTION 7.1.          Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders...........    62
    SECTION 7.2.          Preservation of Information; Communications to Noteholders.......................    62
    SECTION 7.3.          Reports by Issuer................................................................    62
    SECTION 7.4.          De-Listing of Definitive Notes...................................................    63

ARTICLE VIII     ACCOUNTS, DISBURSEMENTS AND RELEASES

    SECTION 8.1.          Collection of Amounts Due........................................................    63


                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                              PAGE
                                                                                                           
    SECTION 8.2.          Trust Accounts...................................................................    64
    SECTION 8.3.          Priority of Payments.............................................................    64
    SECTION 8.4.          Reports..........................................................................    69
    SECTION 8.5.          General Provisions Regarding Accounts............................................    69
    SECTION 8.6.          Release of Collateral............................................................    70
    SECTION 8.7.          Opinion of Counsel...............................................................    71

ARTICLE IX       SUPPLEMENTAL INDENTURES

    SECTION 9.1.          Supplemental Indentures Without Consent of Noteholders and Swap Counterparties...    71
    SECTION 9.2.          Supplemental Indentures With Consent of Noteholders..............................    72
    SECTION 9.3.          Execution of Supplemental Indentures.............................................    73
    SECTION 9.4.          Effect of Supplemental Indenture.................................................    73
    SECTION 9.5.          Reference in Notes to Supplemental Indentures....................................    74
    SECTION 9.6.          Conformity with Trust Indenture Act..............................................    74

ARTICLE X        REDEMPTION OF NOTES

    SECTION 10.1.         Redemption.......................................................................    74
    SECTION 10.2.         Form of Redemption Notice........................................................    74
    SECTION 10.3.         Notes Payable on Redemption Date.................................................    75

ARTICLE XI       MISCELLANEOUS

    SECTION 11.1.         Compliance Certificates and Opinions, etc........................................    75
    SECTION 11.2.         Form of Documents Delivered to Indenture Trustee.................................    77
    SECTION 11.3.         Acts of Noteholders..............................................................    78
    SECTION 11.4.         Notices, etc., to the Indenture Trustee, Issuer and Rating Agencies..............    79
    SECTION 11.5.         Notices to Noteholders; Waiver...................................................    79
    SECTION 11.6.         Alternate Payment and Notice Provisions..........................................    80
    SECTION 11.7.         Successors and Assigns...........................................................    80
    SECTION 11.8.         Severability.....................................................................    80
    SECTION 11.9.         Benefits of Indenture............................................................    80
    SECTION 11.10.        Legal Holidays...................................................................    80
    SECTION 11.11.        Governing Law....................................................................    80
    SECTION 11.12.        Counterparts.....................................................................    82
    SECTION 11.13.        Recording of Indenture...........................................................    82
    SECTION 11.14.        Trust Obligation.................................................................    82
    SECTION 11.15.        Communication by Noteholders with Other Noteholders..............................    82
    SECTION 11.16.        Inspection.......................................................................    82
    SECTION 11.17.        Agents of Issuer.................................................................    83
    SECTION 11.18.        Survival of Representations and Warranties.......................................    83
    SECTION 11.19.        Conflict with Trust Indenture Act................................................    83
    SECTION 11.20.        Subordination....................................................................    83


                                     -iii-



                                    EXHIBITS

              
EXHIBIT A-1      Form of Class A Notes
EXHIBIT A-2      Form of Class B Notes
EXHIBIT B        Form of Section 3.9 Officers' Certificate
EXHIBIT C        Form of Noteholder's Statement Pursuant to Section 8.4

SCHEDULE 1       Perfection Representations, Warranties and Covenants



                                      -iv-



         INDENTURE, dated as of September 25, 2003, between GE Commercial
Equipment Financing LLC, Series 2003-1, a Delaware limited liability company
(the "Issuer"), and JPMorgan Chase Bank, a New York banking corporation, as
trustee and not in its individual capacity (the "Indenture Trustee").

         The Issuer has duly authorized the issuance of $376,946,000 in
aggregate principal amount of its Notes, consisting of $101,200,000 aggregate
principal amount of One-Month LIBOR - 0.04% Class A-1 Notes (the "Class A-1
Notes"), $67,600,000 aggregate principal amount of One-Month LIBOR + 0.07%,
Class A-2 Notes (the "Class A-2 Notes"), $124,400,000 aggregate principal amount
of One-Month LIBOR + 0.09% Class A-3 Notes (the "Class A-3 Notes") and
$53,590,000 aggregate principal amount of One-Month LIBOR + 0.12% Class A-4
Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class
A-2 Notes, and the Class A-3 Notes, the "Class A Notes"), and $30,156,000
aggregate principal amount of One-Month LIBOR + 0.43% Class B Notes (the "Class
B Notes"); and together with the Class A Notes, the "Notes"), and to provide
therefor the Issuer has duly authorized the execution and delivery of this
Indenture. The Notes shall be entitled to payments of interest and principal as
set forth herein.

         All things necessary to make the Notes, when executed by the Issuer and
authenticated and delivered hereunder, the valid obligations of the Issuer, and
to make this Indenture a valid agreement of the Issuer, in accordance with its
terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Notes
by the holders thereof, it is mutually covenanted and agreed, for the benefit of
all Noteholders, as follows:

                                 GRANTING CLAUSE

         The Issuer, as security for the Issuer's obligations under the Notes
and this Indenture, hereby Grants to the Indenture Trustee at the Closing Date,
for the benefit of the Noteholders and the Swap Counterparties, a security
interest in all of the Issuer's right, title and interest in, to and under the
following, whether now existing or hereafter arising or acquired (collectively,
the "Collateral"):

                  (a)      the Loans, including the Loan Files, and all
         obligations of the Obligors thereunder, including all obligations of
         such Obligor with respect thereto due or to become due on or after the
         Cutoff Date;

                  (b)      the Related Security and Collections with respect
         thereto;

                  (c)      all property now or hereafter in the possession or
         custody of, or in transit to, the Issuer, the Servicer, any
         Sub-Servicer or the Seller relating to any of the foregoing;

                  (d)      all Records with respect to any of the foregoing;

                  (e)      the Sale Agreement;



                  (f)      the Trust Accounts and all funds, Financial Assets,
         Investment Property or other property on deposit from time to time in
         or credited to the Trust Accounts, including all investments and
         Proceeds thereof and all income thereon;

                  (g)      the Purchase and Sale Agreement;

                  (h)      the Servicing Agreement;

                  (i)      the rights of the Issuer to receive capital
         contributions made pursuant to the Issuer Variable Funding Certificate
         pursuant to the Limited Liability Company Agreement;

                  (j)      all rights, title and interest of the Issuer in and
         to the Swap Agreements;

                  (k)      all General Intangibles relating to or arising out of
         any of the property described in the foregoing clauses (a) through (j);

                  (l)      all present and future claims, demands, causes and
         choses in action in respect of any or all of the property described in
         the foregoing clauses (a) through (k) and all payments on or under in
         respect of any or all of the foregoing, including all proceeds of the
         conversion, voluntary or involuntary, into cash or other liquid
         property, all cash proceeds, Accounts, Promissory Notes, drafts,
         acceptances, Chattel Paper, checks, Deposit Accounts, insurance
         proceeds, condemnation awards, rights to payment of any and every kind
         and other forms of obligations and receivables, instruments and other
         property that at any time constitute all or part of or are included in
         the Proceeds of any and all of the foregoing;

                  (m)      all Proceeds of the foregoing clauses (a) through
         (l); and

                  (n)      all other personal property of the Issuer, of
         whatever kind or nature and wherever located.

         Such Grant is made in trust to secure (x) first, the payment of
principal of and interest on, and any other amounts owing in respect of, the
Class A Notes, equally and ratably without prejudice, priority or distinction,
(y) second, the payment of principal of and interest on, and any other amounts
owing in respect of, the Class B Notes, equally and ratably without prejudice,
priority or distinction, and to secure compliance with this Indenture, and (z)
the Swap Counterparties, to the extent set forth herein.

         The Indenture Trustee, on behalf of the Noteholders, (1) acknowledges
such Grant, and (2) accepts the trusts under this Indenture in accordance with
this Indenture and agrees to perform its duties required in this Indenture to
the best of its ability to the end that the interests of the Noteholders may be
adequately and effectively protected.

                                       2


                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1. Definitions. Except as otherwise specified or as the
context may otherwise require, the following terms have the meanings set forth
below for all purposes of this Indenture.

         "Account" is defined in Section 9-102(a)(2) of the UCC.

         "Act" is defined in Section 11.3 of this Indenture.

         "Administration Agreement" means the Administration Agreement, dated as
of September 25, 2003 between the Administrator and the Issuer.

         "Administration Fee" means the fee payable to the Administrator
pursuant to Section 3 of the Administration Agreement.

         "Administrator" means General Electric Capital Corporation in its
capacity as administrator, a Delaware corporation, or any successor
Administrator under the Administration Agreement.

         "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.

         "Amounts Available for Distribution" means on each Payment Date all
funds received by the Issuer from whatever source after the payment of all
interest, principal and other debt payments made by the Issuer on such Payment
Date and any other obligations of the Issuer payable on such Payment Date.

         "Annual Percentage Rate" or "APR" of a Loan means, the interest rate or
annual rate of finance charges stated in, or if not explicitly stated, the
implicit finance charges used by the finance company to determine periodic
payments with respect to the related Loan.

         "Authorized Officer" means, with respect to any corporation, trust or
limited liability company, as appropriate, the Chairman or Vice-Chairman of the
Board, the President, any Vice President, the Secretary, the Treasurer, any
Assistant Secretary, any Assistant Treasurer, the Managing Member, and each
other officer, employee or member of such corporation, trust or limited
liability company, as appropriate, specifically or similar governing body of
such limited liability company or trust to sign agreements, instruments or other
documents on behalf of such corporation authorized in resolutions of the board
of directors of such corporation or similar governing body of such limited
liability company or trust, as appropriate.

                                       3


         "Available Amounts" means

                           (i)      All payments made by or on behalf of the
                  Obligors (excluding any late fees, prepayment charges,
                  extension fees and other administrative fees or similar
                  charges allowed by applicable law with respect to the Loans
                  that constitute part of the servicing fees) received during
                  the related Collection Period;

                           (ii)     any Recoveries received during the related
                  Collection Period;

                           (iii)    all Swap Payments Incoming and all Swap
                  Termination Payments received pursuant to the Swap Agreements
                  with respect to such Payment Date;

                           (iv)     any proceeds from insurance policies
                  covering the Equipment or related Obligor received during the
                  related Collection Period;

                           (v)      Liquidation Proceeds received with respect
                  to the related Collection Period;

                           (vi)     the Purchase Amount of each Loan that became
                  a Purchased Loan during the related Collection Period (to the
                  extent deposited into the Collection Account);

                           (vii)    Investment Earnings for such Payment Date;

                           (viii)   Servicing Advances received during the
                  related Collection Period; and

                           (ix)     payments made by a lessee pursuant to its
                  obligation (if any) to pay the Termination Value pursuant to
                  the related Loan received during the related Collection
                  Period;

provided that Available Amounts shall not include all payments or proceeds
(including Liquidation Proceeds) of any Loans the Purchase Amount of which has
been included in the Available Amounts in a prior Collection Period.

         "Benefit Plan" is defined in Section 2.4(a) of this Indenture.

         "Book-Entry Notes" means a beneficial interest in the Notes of a
particular Class, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 2.9 of this Indenture.

         "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 CEF Equipment Holding, L.L.C.,
dated as of September 25, 2003, as the same may be amended or supplemented from
time to time.

                                       4


         "CEF Variable Funding Certificate" means the Variable Funding
Certificate issued by CEF Equipment Holding, L.L.C. pursuant to the Series
2003-1 LLC Supplement.

         "CEF Variable Funding Certificateholder" means the registered holder of
a CEF Variable Funding Certificate.

         "Certificated Security" has the meaning assigned to such term in
Section 8-102 of Article 8 of the UCC.

         "Chattel Paper" is defined in Section 9-102(a)(11) of the UCC.

         "Class" means any class of Notes.

         "Class A Monthly Principal Payable Amount" means:

                  (a)      with respect to any Payment Date on or prior to the
         Payment Date on which the Outstanding Principal Balance of the Class
         A-1 Notes has been reduced to zero, the greater of;

                           (i)      the sum of:

                                    (x)      the sum of the aggregate scheduled
                           principal payments on the Loans received during the
                           related Collection Period; plus

                                    (y)      the amount, if any, of unscheduled
                           principal collections in excess of the unscheduled
                           principal collections necessary to reduce the
                           Outstanding Principal Balance of the Class B Notes to
                           the Class B Target Amount; and

                           (ii)     the excess of:

                                    (x)      the sum of (i) the Outstanding
                           Principal Balance of the Class A Notes and (ii) the
                           Overcollateralization Amount as of the time
                           immediately after the prior Payment Date; over

                                    (y)      the Class A Target Principal
                           Amount; and

                  (b)      with respect to any Payment Date thereafter, the
         lesser of

                           (i)      the excess of:

                                    (x)      the sum of (i) the Outstanding
                           Principal Balance of the Class A Notes and (ii) the
                           Overcollateralization Amount as of the time
                           immediately after the prior Payment Date; over

                                    (y)      the Class A Target Principal
                           Amount; and

                           (ii)     the Outstanding Principal Balance of the
                  Class A Notes;

                                       5


                  (c)      on the applicable Maturity Date for each of the Class
         A Notes, the Class A Monthly Principal Payable Amount will be the
         amount necessary (after giving effect to the other amounts to be
         deposited in the Note Distribution Account on that Payment Date and
         allocable to principal) to reduce the Outstanding Principal Balance of
         the related Class A Notes to zero; in each case as of the end of the
         immediately preceding Collection Period.

         "Class A Noteholder" means any holder of record of a Class A Note.

         "Class A Notes" means the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes.

         "Class A Target Percentage" means,

                  (a) with respect to any Payment Date on or prior to the
         Payment Date on which the Outstanding Principal Balance of the Class A
         Notes has been reduced to zero, the quotient of

                           (i)      the sum of:

                                    (x)      the aggregate Outstanding Principal
                           Balance of the Class A Notes immediately after the
                           prior Payment Date; and

                                    (y)      the Overcollateralization Amount as
                           of such date; and

                           (ii)     the sum of:

                                    (x)      the aggregate Outstanding Principal
                           Balance of the Notes, immediately after the prior
                           Payment Date and

                                    (y)      the Overcollateralization Amount
                           immediately after the prior Payment Date; and

                  (b)      with respect to any Payment Date thereafter, zero.

         "Class A Target Principal Amount" means, with respect to any Payment
Date, the product of (i) the Class A Target Percentage and (ii) the Pool Balance
at the beginning of the calendar month in which such Payment Date occurred.

         "Class A-1 Interest Rate" means LIBOR minus 0.04% per annum, computed
on the basis of the actual number of days and a year of 360 days.

         "Class A-1 Maturity Date" means September 20, 2004 (or, if such day is
not a Business Day, the next succeeding Business Day thereafter).

         "Class A-1 Notes" means the $101,200,000 aggregate principal amount of
Notes, Class A-1, issued pursuant to this Indenture.

                                       6


         "Class A-2 Interest Rate" means LIBOR + 0.07% per annum computed on the
basis of the actual days and a year of 360 days.

         "Class A-2 Maturity Date" means November 20, 2005 (or, if such day is
not a Business Day, the next succeeding Business Day thereafter).

         "Class A-2 Notes" means the $67,600,000 aggregate principal amount of
Notes, Class A-2, issued pursuant to this Indenture.

         "Class A-3 Interest Rate" means LIBOR + 0.09% per annum computed on the
basis of the actual days and a year of 360 days.

         "Class A-3 Maturity Date" means June 20, 2007 (or, if such day is not a
Business Day, the next succeeding Business Day thereafter).

         "Class A-3 Notes" means the $124,400,000 aggregate principal amount of
Notes, Class A-3, issued pursuant to this Indenture.

         "Class A-4 Interest Rate" means LIBOR + 0.12% per annum computed on the
basis of the actual days and a year of 360 days.

         "Class A-4 Maturity Date" means November 20, 2011 (or, if such day is
not a Business Day, the next succeeding Business Day thereafter).

         "Class A-4 Notes" means the $53,590,000 aggregate principal amount of
Notes, Class A-4, issued pursuant to this Indenture.

         "Class B Floor" means, with respect to any Payment Date, an amount
equal to

                  (i)      6.167% of the Pool Balance as of the Cut-off Date,
         plus

                  (ii)     the Unfunded Loss Amount, if any, for such Payment
         Date, minus

                  (iii)    the Outstanding Unfunded Capital Commitment;

         provided, however, that in no event will the Class B Floor be greater
         than the Outstanding Principal Amount of the Class B Notes immediately
         prior to such Payment Date nor less than zero.

         "Class B Interest Rate" means LIBOR + 0.43% per annum computed on the
basis of the actual days and a year of 360 days.

         "Class B Maturity Date" means November 20, 2011 (or, if such day is not
a Business Day, the next succeeding Business Day thereafter).

                                       7


         "Class B Monthly Principal Payable Amount" means:

                  (a)      with respect to any Payment Date on or prior to the
                           Payment Date on which the Outstanding Principal
                           Balance of the Class A-1 Notes has been reduced to
                           zero, the least of:

                           (i)      the excess, if any, of:

                                    (A) the Outstanding Principal Balance of the
                                        Class B Notes; over

                                    (B) the greater of:

                                             (1) the Class B Target Principal
                                                 Amount; and

                                             (2) the Class B Floor, if any;

                           (ii)     the Outstanding Principal Balance of the
                                    Class B Notes; and

                           (iii)    the amount, if any, of unscheduled principal
                                    collections on the Loans received during the
                                    related Collection Period

                  (b)      with respect to any Payment Date thereafter, the
                           lesser of:

                           (i)      the excess, if any, of:

                                    (A) the sum of:

                                             (1) the Outstanding Principal
                                                 Balance of the Class B Notes;
                                                 and

                                             (2) at any time after the
                                                 Outstanding Principal Balance
                                                 of the Class A Notes has been
                                                 reduced to zero, the
                                                 Overcollateralization Amount as
                                                 of the time immediately after
                                                 the prior Payment Date; over

                                    (B) the greater of:

                                             (1) the Class B Target Principal
                                                 Amount; and

                                             (2) the Class B Floor, if any; and

                           (ii)     the Outstanding Principal Balance of the
                                    Class B Notes; and

                  (c)      on the Maturity Date for the Class B Notes, the Class
                           B Monthly Principal Payable Amount will equal the
                           amount necessary (after giving effect to the other
                           amounts to be deposited in the Note Distribution
                           Account on that Payment Date and allocable to
                           principal) to reduce the Outstanding Principal
                           Balance of the Class B Notes to zero.

                                       8


         "Class B Noteholder" means any holder of record of a Class B Note.

         "Class B Notes" means the $30,156,000 aggregate principal amount of
Notes, Class B, issued pursuant to the Indenture.

         "Class B Target Percentage" means, with respect to any Payment Date,
the quotient of

                  (a)      the sum of

                           (i)      the aggregate Outstanding Principal Balance
                  of the Class B Notes immediately after the prior Payment Date,
                  and

                           (ii)     after the Outstanding Principal Balance of
                  the Class A Notes have been reduced to zero, the
                  Overcollateralization Amount as of such date; and

                  (b)      the sum of:

                           (i)      the aggregate Outstanding Principal Balance
                  of the Notes immediately after the prior Payment Date; and

                           (ii)     the Overcollateralization Amount,
                  immediately after the prior Payment Date.

         "Class B Target Principal Amount" means, with respect to any Payment
Date, the product of (i) the Class B Target Percentage and (ii) the Pool Balance
at the beginning of the calendar month in which such Payment Date occurs.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act that has been
designated as the "Clearing Agency" for purposes of this Indenture.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" means September 25, 2003.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and Treasury Regulations promulgated thereunder.

         "Collateral" is defined in the Granting Clause of this Indenture.

         "Collection Account" means the account designated as such, established
and owned by the Issuer and maintained in accordance with Section 8.2 of this
Indenture.

         "Collection Period" means, with respect to any Payment Date, the
calendar month preceding the month in which the Payment Date occurs (or, if for
the first Payment Date, the period from and including the day after the Cutoff
Date to and including the last day of the calendar month preceding the calendar
month in which the first Payment Date occurs).

                                       9


         "Collections" means, with respect to any Payment Date all payments made
by or on behalf of the Obligors received during the related Collection Period,
any Recoveries received during the related Collection Period, any proceeds from
insurance policies covering the Equipment or related Obligor received during the
related Collection Period, Liquidation Proceeds received during the related
Collection Period, and payments made by a lessee pursuant to its obligation (if
any) to pay the Termination Value pursuant to the related Loan received during
the related Collection Period.

         "Commission" means the Securities and Exchange Commission.

         "Corporate Trust Office" means, with respect to the Indenture Trustee,
the principal office of the Indenture Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date of
this Indenture is located at 4 New York Plaza, 6th Floor, New York, NY 10004,
Attention: Institutional Trust Services Structured Finance (facsimile no. (212)
623-5932); or at such other address as the Indenture Trustee may designate from
time to time by notice to the Noteholders and the Issuer, or the principal
corporate trust office of any successor Indenture Trustee (the address of which
the successor Indenture Trustee will notify the Noteholders and the Seller).

         "Credit and Collection Policies" or "Credit and Collection Policy"
means, with respect to each type of Loan, the policies, practices and procedures
of the commercial equipment financing division of General Electric Capital
Corporation, as adopted by the Issuer for providing equipment financing,
including the policies and procedures for determining the creditworthiness of
Obligors and the extension of credit to Obligors, or relating to the maintenance
of such types of loans and collections on such types of loans, as such policies
and procedures, as applicable, may be amended from time to time.

         "Custody and Control Agreement" means an agreement that provides the
Indenture Trustee with a perfected security interest with respect to the
collateral described therein.

          "Cutoff Date" means August 2, 2003.

         "DB Swap Agreement" means the 1992 ISDA Master Agreement dated as of
September 25, 2003, including all schedules and confirmations thereto, between
the Issuer and the DB Swap Counterparty, as the same may be amended,
supplemented, renewed, extended or replaced from time to time.

         "DB Swap Counterparty" means Deutsche Bank AG, New York Branch, solely
in its capacity as a swap counterparty, and any successors and assigns.

         "Default" means any occurrence that is, or with notice or the lapse of
time or both would become, an Event of Default.

         "Defaulted Loan" means a Loan with respect to which (i) the Servicer on
behalf of the Issuer has repossessed the Equipment securing such Loan and which
is not a Liquidated Loan or (ii) any portion of the Loan Value is deemed
uncollectible in accordance with the Credit and Collection Policy.

         "Definitive Notes" is defined in Section 2.9 of this Indenture.

                                       10


         "Delinquent Loan" is defined in Annex A to the Servicing Agreement.

         "Deposit Account" is defined in Section 9-102(a)(29) of the UCC.

         "Determination Date" means, with respect to any Transfer Date, the
second Business Day prior to such Transfer Date.

         "Eligible Deposit Account" means: (a) a segregated deposit account
maintained with a depository institution or trust company whose short-term
unsecured debt obligations are rated at least A-1+ by S&P and P-1 by Moody's,
(b) a segregated account which is either (i) maintained in the corporate trust
department of the Indenture Trustee or (ii) maintained with a depository
institution or trust company whose long term unsecured debt obligations are
rated at least BBB- by S&P and Baa3 by Moody's, or (c) a segregated trust
account or similar account maintained with a federally or state chartered
depository institution whose long term unsecured debt obligations are rated at
least BBB- by S&P and Baa3 by Moody's subject to regulations regarding fiduciary
funds on deposit substantially similar to 12 C.F.R. Section 9.10(b) in effect on
the Closing Date.

         "Equipment" means any transportation equipment, industrial equipment,
furniture and fixtures, construction equipment, technology and
telecommunications equipment, maritime assets or other equipment, together with
all accessions thereto securing an Obligor's indebtedness under the respective
Loan.

         "Equipment Loan" means middle market equipment loans that consist of
loans and finance leases secured by new or used transportation equipment,
industrial equipment, furniture and fixtures, construction equipment, technology
and telecommunications equipment, maritime assets or other equipment made to
obligors in the United States of America and managed by the Commercial Equipment
Financing Division of GE Capital.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Event of Default" is defined in Section 5.1 of this Indenture.

         "Excess Spread Amount" means, with respect to any Payment Date, the
portion, if any, of Available Amounts for such Payment Date remaining after
giving effect to the payments made pursuant to clauses (i) through (viii) under
Section 8.3(a) of the Indenture with respect to any Payment Date prior to an
Event of Default.

         "Executive Officer" means, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary or the Treasurer of
such corporation; and with respect to any partnership, any general partner
thereof.

         "Federal Book-Entry Regulations" means (a) the Federal regulations
listed on Appendix A to Operating Circular No. 7 issued by the Federal Reserve
Banks and (b) the Federal regulations published at 25 C.F.R. Part 350.

                                       11


         "Financial Asset" has the meaning assigned thereto in Section 8-102 of
Article 8 of the UCC.

         "Fitch" means Fitch, Inc. and its successors and assigns.

         "GECS" means General Electric Capital Services, Inc. or any successors
or assigns thereto.

         "GECS Swap Agreement" means the 1992 ISDA Master Agreement dated as of
September 25, 2003, including all schedules and confirmations thereto, between
the Issuer and GECS, in its capacity as GECS Swap Counterparty, as the same may
be amended, supplemented, renewed, extended or replaced from time to time.

         "GECS Swap Counterparty" means GECS, solely in its capacity as a swap
counterparty, and any successors or assigns thereto.

         "General Intangibles" is defined in Section 9-102(a)(42) of the UCC.

         "Grant" means to create and grant a Lien pursuant to this Indenture,
and other forms of the verb "to Grant" shall have correlative meanings. A Grant
with respect to the Collateral or any other agreement or instrument shall
include a grant of a Lien upon all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the right, upon the
occurrence of a Default and declaration thereof by the party to whom such Grant
is made, to claim for, collect, receive and give receipt for principal and
interest payments in respect of the Collateral and all other amounts payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

         "Indenture" means this Indenture, dated as of September 25, 2003,
between the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.

         "Indenture Trustee" means JPMorgan Chase Bank, not in its individual
capacity but solely as Indenture Trustee under this Indenture, or any successor
Indenture Trustee under this Indenture.

         "Independent" means, with respect to any specified Person, any such
Person who (i) is in fact independent of any Seller, the Servicer, the Issuer,
or any Affiliate of any thereof, (ii) does not have any direct financial
interest, or any material indirect financial interest in any Seller, the
Servicer, the Issuer, or any Affiliate of any thereof and (iii) is not connected
with any Seller, the Servicer, the Issuer, or any Affiliate of any thereof, as
an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not
fail to be Independent of any Seller, the Servicer, the Issuer, or any Affiliate
of any thereof merely because such Person is the beneficial owner of 1% or less
of any class of securities issued by the Issuer, the Servicer, or any Affiliate
thereof, as the case may be.

                                       12


         "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of this
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the
definition of "Independent" in this Indenture and that the signer is Independent
within the meaning thereof.

         "Insolvency Event" means, with respect to a specified Person: (a) the
entry by a court having jurisdiction in the premises of (i) a decree or order
for relief in respect of such Person in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization, or other
similar law or (ii) a decree or order adjudging such Person a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment, or composition of or in respect of such Person under
any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator, or other similar official of such
Person or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of
60 consecutive days; or (b) the commencement by such Person of a voluntary case
or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of such Person in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable federal
or state law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator, or similar official of such Person or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or such Person's failure to pay its debts generally as
they become due, or the taking of corporate action by such Person in furtherance
of any such action.

         "Instruments" has the meaning assigned thereto in Section 9-102 of
Article 9 of the UCC.

         "Interest Accrual Period" means, with respect to any Payment Date (the
"current Payment Date") and any Class of Notes, the period from and including
the preceding Payment Date (or, in the case of the initial Payment Date from and
including the Closing Date) to but excluding the current Payment Date.

         "Interest Rate" means (i) as to the Class A-1 Notes, the Class A-1
Interest Rate, (ii) as to the Class A-2 Notes, the Class A-2 Interest Rate,
(iii) as to the Class A-3 Notes, the Class A-3 Interest Rate, (iv) as to the
Class A-4 Notes, the Class A-4 Interest Rate and (v) as to the Class B Notes,
the Class B Interest Rate.

         "Investment Earnings" means, with respect to any Payment Date, the
interest and other investment earnings (net of losses and investment expenses)
on amounts on deposit in the Trust Accounts to be included as part of Available
Amounts pursuant to Section 8.5(a) of this Indenture.

                                       13


         "Investment Property" is defined in Section 9-102(a)(49) of the UCC.

         "Issuer" means GE Commercial Equipment Financing LLC, Series 2003-1, a
Delaware limited liability company, until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained in
this Indenture and required by the TIA, each other obligor on the Notes.

         "Issuer Order" and "Issuer Request" means a written order or request,
respectively, signed in the name of the Issuer by any one of its Authorized
Officers and delivered to the Indenture Trustee.

         "Issuer Variable Funding Certificate" means the Variable Funding
Certificate issued by the Issuer pursuant to the Limited Liability Company
Agreement of September 25, 2003.

         "Issuer Variable Funding Certificateholder" means the registered holder
of the Issuer Variable Funding Certificate.

         "LIBOR" is defined in Section 2.16.

         "LIBOR Business Day" means any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the city of London,
England are required to or authorized by law to be closed.

         "LIBOR Rate Adjustment Date" is defined in Section 2.16 of this
Indenture.

         "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 Loan by operation of law as a result of any act or omission by the
related Obligor.

         "Limited Liability Company Agreement" means the Limited Liability
Company Agreement of the Issuer, dated as of September 25, 2003, as the same may
be amended or supplemented from time to time.

         "Liquidated Loan" means any Loan (i) liquidated through the sale or
other disposition of all or a portion of the related Equipment, (ii) that has
been charged off in its entirety in accordance with the Credit and Collection
Policy without realizing upon the Equipment or (iii) the due date of any
Scheduled Payment of which has been extended, at any time after the Cut-off
Date, for an aggregate period of 12 or more calendar months

         "Liquidation Proceeds" means, with respect to any Liquidated Loan, the
amounts collected in respect thereof from whatever source (including the
proceeds of insurance policies with respect to the related Equipment or Obligor)
during the Collection Period in which it became a Liquidated Loan, net of the
sum of any amounts expended in connection with such liquidation and any amounts
required by law to be remitted to the Obligor on such Liquidated Loan or any
creditor of such Obligor to the extent required by applicable law or agreement.

                                       14


         "Liquidity Account" means the Liquidity Account established and owned
by the Issuer and maintained in accordance with Section 8.2 of this Indenture.

         "Liquidity Account Funding Event" is defined in Section 3.13 of this
Indenture.

         "Loan" means any agreement (including any invoice) pursuant to, or
under which, an Obligor shall be obligated to make payments with respect to any
Equipment Loan owned by the Issuer.

         "Loan Files" means the documents specified in Section 2.1 of the Sale
Agreement.

         "Loan Value" is defined in the Purchase and Sale Agreement.

         "Managing Member" means CEF Equipment Holding, L.L.C., a Delaware
limited liability company, or any successor Managing Member under the Limited
Liability Company Agreement.

         "Maturity Date" means (i) as to the Class A-1 Notes, the Class A-1
Maturity Date, (ii) as to the Class A-2 Notes, the Class A-2 Maturity Date,
(iii) as to the Class A-3 Notes, the Class A-3 Maturity Date, (iv) as to the
Class A-4 Notes, the Class A-4 Maturity Date and (v) as to the Class B Notes,
the Class B Maturity Date.

         "Monthly Interest Amount Payable" means, with respect to any Payment
Date (the "current Payment Date") and any Class of Notes, an amount equal to the
sum of (a) the aggregate amount of interest accrued on that Class of Notes at
the applicable Interest Rate from and including the preceding Payment Date (or,
in the case of the initial Payment Date from and including the Closing Date) to
but excluding the current Payment Date plus (b) the Monthly Interest Shortfall
for that Class of Notes and the current Payment Date.

         "Monthly Interest Shortfall" means, with respect to any Payment Date
(the "current Payment Date") and any Class of Notes, the excess of the Monthly
Interest Amount Payable for the preceding Payment Date over the amount in
respect of interest on that Class of Notes that was actually paid to the
Noteholder for that Class of Notes on such preceding Payment Date, plus interest
on such excess, to the extent permitted by law, at a rate per annum equal to the
Interest Rate on that Class of Notes, from such preceding Payment Date to but
excluding the current Payment Date.

         "Moody's" means Moody's Investors Service, Inc. or any successor
thereto.

                                       15


         "Note Balance" means the aggregate Outstanding Principal Balance of the
Notes from time to time.

         "Note Depository Agreement" means the agreement among the Issuer, the
Indenture Trustee and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date.

         "Note Distribution Account" means the account designated as such,
established and owned by the Issuer and maintained in accordance with Section
8.2(a) of this Indenture.

         "Note Owner" means, with respect to a Book-Entry Note, the Person who
is the owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency, or on the books of a Person maintaining an account with the Clearing
Agency (directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of the Clearing Agency).

         "Note Pool Factor" means, as of the close of business on any Payment
Date with respect to any Class of Notes, the Outstanding Principal Balance of
that Class of Notes divided by the original Outstanding Principal Balance of
that Class of Notes (carried out to the seventh decimal place). The Note Pool
Factor for each Class will be 1.0000000 as of the Closing Date, and, thereafter,
will decline to reflect reductions in the Outstanding Principal Balance of the
Notes.

         "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.4 of this Indenture.

         "Noteholder" means the person in whose name a Class A or Class B Note
is registered on the Note Register.

         "Notes" means the Class A Notes and the Class B Notes.

         "Obligor" means, as to each Loan, any Person who owes payments under
the Loan.

         "Officers' Certificate" means, as to any Person, a certificate signed
by an Authorized Officer of such Person.

         "Opinion of Counsel" means a written opinion of counsel (who may,
except as otherwise expressly provided in this Agreement, be an employee of or
counsel to the Issuer or an Affiliate of the Issuer), which counsel and opinion
shall be acceptable to the Indenture Trustee, or the Rating Agencies, as
applicable.

         "Other Assets" is defined in Section 11.20 of this Indenture.

         "Outstanding" means, as of the date of determination, all Notes
theretofore authenticated and delivered under this Indenture except:

                  (i)      Notes theretofore canceled by the Note Registrar or
         delivered to the Note Registrar for cancellation;

                                       16


                  (ii)     Notes or portions thereof the payment for which funds
         in the necessary amount have been theretofore deposited with the
         Indenture Trustee or any Paying Agent in trust for the Noteholders
         (provided, however, that if such Notes are to be redeemed, notice of
         such redemption has been duly given pursuant to this Indenture); and

                  (iii)    Notes in exchange for or in lieu of other Notes that
         have been authenticated and delivered pursuant to this Indenture unless
         proof satisfactory to the Indenture Trustee is presented that any such
         Notes are held by a bona fide purchaser; provided, that in determining
         whether the Noteholders of the requisite Outstanding Principal Balance
         of the Notes have given any request, demand, authorization, direction,
         notice, consent or waiver hereunder or under any Related Document,
         Notes owned by the Issuer or any Affiliate thereof shall be disregarded
         and deemed not to be Outstanding, except that, in determining whether
         the Indenture Trustee shall be protected in relying upon any such
         request, demand, authorization, direction, notice, consent or waiver,
         only Notes that a Responsible Officer of the Indenture Trustee actually
         knows to be so owned shall be so disregarded. Notes so owned that have
         been pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Indenture Trustee the
         pledgee's right so to act with respect to such Notes and that the
         pledgee is not the Issuer or any Affiliate thereof.

         "Outstanding Principal Balance" means the aggregate principal amount of
all Notes, or Class of Notes, as applicable, Outstanding at the date of
determination.

         "Outstanding Unfunded Capital Commitment" means, with respect to each
Variable Funding Certificateholder on a Payment Date, the Variable Funding
Capital Commitment of such Person reduced by the aggregate amount of capital
contributions made by such Person prior to such Payment Date. If on any Payment
Date the Outstanding Unfunded Capital Commitment is less than the Variable
Funding Capital Commitment, the Outstanding Unfunded Capital Commitment shall be
increased on such Payment Date to the extent of Amounts Available for
Distribution on such Payment Date, provided that in no event shall the
Outstanding Unfunded Capital Commitment after any such increase exceed the
Variable Funding Capital Commitment.

         "Overcollateralization Amount" means, with respect to the time
immediately following any Payment Date, the excess, if any, of (i) the Pool
Balance at the beginning of the calendar month in which such Payment Date occurs
over (ii) the aggregate Outstanding Principal Balance of the Class A Notes and
Class B Notes at such time.

         "Paying Agent" means with respect to the Notes, initially the Indenture
Trustee or any other Person that meets the eligibility standards for the
Indenture Trustee specified in Section 6.11 of this Indenture and is authorized
by the Issuer to make the distributions from the Note Distribution Account,
including payment of principal of or interest on the Notes on behalf of the
Issuer.

         "Payment Date" means, with respect to each Collection Period, the 20th
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 October 20,
2003.

                                       17


         "Permitted Investments" means one or more of the following:

                  (a)      obligations of, or guaranteed as to the full and
         timely payment of principal and interest by, the United States or
         obligations of any agency or instrumentality thereof, when such
         obligations are backed by the full faith and credit of the United
         States;

                  (b)      repurchase agreements on obligations specified in
         clause (a); provided, that the short-term debt obligations of the party
         agreeing to repurchase are rated at least A-1+ by S&P and P-1 by
         Moody's;

                  (c)      federal funds, certificates of deposit, time deposits
         and bankers' acceptances (which shall each have an original maturity of
         not more than 90 days or, in the case of bankers' acceptances, shall in
         no event have an original maturity of more than 365 days) of any United
         States depository institution or trust company incorporated under the
         laws of the United States or any State thereof or of any United States
         branch or agency of a foreign commercial bank; provided that the
         short-term debt obligations of such depository institution or trust
         company are rated at least A-1+ by S&P and P-1 by Moody's;

                  (d)      commercial paper (having original maturities of not
         more than 30 days) which on the date of acquisition are rated at least
         A-1+ by S&P and P-1 by Moody's;

                  (e)      securities of money market funds rated at least A-1+
         by S&P and P-1 by Moody's; and

                  (f)      any other investment permitted by each of the Rating
         Agencies as set forth in writing delivered to the Indenture Trustee;
         provided, that investments described in clauses (e) and (f) shall be
         made only so long as making such investments will not require the
         Issuer to register as an investment company under the Investment
         Company Act of 1940, as amended.

         "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.

         "Pool Balance" means, with respect to the beginning of any calendar
month, the sum of the aggregate Loan Values of the Loans at the opening of
business on the first day of such calendar month.

         "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.

         "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 of this

                                       18


Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed
to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

         "Proceeding" means any suit in equity, action at law or other judicial
or administrative proceeding.

         "Promissory Note" is defined in Section 9-102(a)(65) of the UCC.

         "Purchase Amount" means, as of the close of business on the last day of
a Collection Period, 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 Liquidated Loan or Defaulted Loan, as
of the day immediately prior to such Loan becoming a Liquidated Loan or
Defaulted Loan less any Liquidation Proceeds actually received by the Issuer)
plus interest accrued and unpaid thereon as of such last day at a rate per annum
equal to the APR for such Loan.

         "Purchase and Sale Agreement" means the Purchase and Sale Agreement,
dated as of September 25, 2003, between the Purchaser and the Issuer, as the
same may be amended or supplemented from time to time.

         "Purchased Loan" means a Loan repurchased as of the close of business
on the last day of a Collection Period by GE Capital pursuant to the Sale
Agreement and repurchased as of such time by CEF Equipment Holding, L.L.C.
pursuant to the Purchase and Sale Agreement.

         "Purchaser" means CEF Equipment Holding, L.L.C., a Delaware limited
liability company, in its capacity as the purchaser, and its successors and
assigns.

         "Rating Agency" means each of Fitch, Moody's and S&P. 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)
each Rating Agency (other than Moody's) shall have been given prior notice
thereof and that each of the Rating Agencies (other than Moody's) shall have
notified the Issuer and the Indenture Trustee in writing that such action will
not result in a reduction or withdrawal of the then current rating of any Class
of the Notes and (ii) Moody's shall have been given at least 10 Business Days'
prior notice thereof and shall have not notified the Issuer 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.

         "Reallocated Principal" means, with respect to any Payment Date, an
amount equal to the excess of

                  (a)      the Total Principal Payment Amount, over

                  (b)      the sum of the Class A Monthly Principal Payable
         Amount and the Class B Monthly Principal Payable Amount.

                                       19


         "Record Date" means, with respect to a Payment Date or Redemption Date,
the close of business on the Business Day preceding such Payment Date or
Redemption Date, or, if Definitive Notes are issued, the close of business on
the last day of the calendar month preceding the month of such Payment Date,
whether or not such day is a Business Day, or if Definitive Notes were not
outstanding on such date, the date of issuance of the Definitive Notes.

         "Records" means all documents, books, records and other information
(including computer programs, tapes, disks, data processing software and related
property and rights) prepared and maintained by the Issuer with respect to the
Loans and the Obligors thereunder.

         "Recoveries" means, with respect to any Liquidated Loan, monies
collected in respect thereof, from whatever source (other than from the sale or
other disposition of the Equipment), after such Loan became a Liquidated Loan.

         "Redemption Date" means the Payment Date specified by the Issuer
pursuant to Section 10.1 of this Indenture, as applicable.

         "Redemption Price" means the unpaid principal amount of the Notes
redeemed, plus accrued and unpaid interest thereon at the applicable interest
rate to but excluding the Redemption Date.

         "Related Collection Period Loan Value" means, with respect to any
Payment Date, an amount equal to the Available Amounts for the related
Collection Period.

         "Related Documents" means the Sale Agreement, the Purchase and Sale
Agreement, the Servicing Agreement, the Indenture, the Limited Liability Company
Agreement, the CEF Limited Liability Company Agreement, the Variable Funding
Certificates, the Administration Agreement, the Note Depository Agreement, the
Swap Agreements 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 Loan: (a) any interest
(including security 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 Loan (including rights (if any)
to receive proceeds on insurance policies covering the Obligors); and (c) all
Records relating to such Loan.

         "Responsible Officer" means, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee, including
any Vice President, Assistant Vice President, Secretary or Assistant Secretary,
or any other officer of the Indenture Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

                                       20


         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.

         "Sale Agreement" means the Sale Agreement, dated as of September 25,
2003, between the Seller and Purchaser, as the same may be amended or
supplemented from time to time.

         "Scheduled Payment" 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 APR; provided that Termination Values shall also constitute Scheduled
Payments.

         "Securities Account" has the meaning assigned thereto in Section
8-501(a) of Article 8 of the UCC.

         "Securities Exchange Act" means the provisions of the Securities
Exchange Act of 1934 15 U.S.C. Sections 78a et seq., as amended, and any
regulations promulgated thereunder.

         "Securities Intermediary" is defined in Section 8-102 of Article 8 of
the UCC.

         "Seller" means General Electric Capital Corporation, a Delaware
corporation in its capacity as the seller, its successors and assigns.

         "Series 2003-1 LLC Supplement" means the Series 2003-1 LLC Supplement
dated September 25, 2003, to the Amended and Restated Limited Liability Company
Agreement of CEF Equipment Holding L.L.C.

         "Servicer" means Seller, as the Servicer under the Servicing Agreement,
as the case may be, or any other Person designated as a Successor Servicer under
such agreement.

         "Servicer Default" means an event specified in Section 5.1 of the
Servicing Agreement.

         "Servicing Advance" is defined in Annex A to the Servicing Agreement.

         "Servicing Agreement" means the Servicing Agreement, dated as of
September 25, 2003, between the Issuer and the Servicer, as the same may be
amended or supplemented from time to time.

         "Servicing Fee" is defined in Annex A to 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.

                                       21


         "Specified Liquidity Account Balance" as of any date means an amount
equal to the lesser of (x) $13,193,123 and (y) the Outstanding Principal
Balances of the Class A-4 and Class B Notes as of such date.

         "State" means any one of the 50 states of the United States of America
or the District of Columbia.

         "Successor Servicer" is defined in Section 6.2 of the Servicing
Agreement.

         "Swap Agreements" means the DB Swap Agreement and the GECS Swap
Agreement.

         "Swap Counterparties" means the GECS Swap Counterparty and the DB Swap
Counterparty.

         "Swap Event of Default" means a "Swap Event of Default" or similar term
as provided in the applicable Swap Agreement.

         "Swap Payments Incoming" means on any Payment Date the net amount, if
any, then payable by a Swap Counterparty to the Issuer, excluding any Swap
Termination Payments.

         "Swap Payments Outgoing" means on any payment Date the net amount, if
any, then payable by the Issuer to the applicable Swap Counterparty, excluding
any applicable Swap Termination Payments.

         "Swap Termination Event" means a "Swap Termination Event" or similar
term as provided in the applicable Swap Agreement.

         "Swap Termination Payment" means any termination payment payable by the
Issuer to the applicable Swap Counterparty or by the applicable Swap
Counterparty to the Issuer under the applicable Swap Agreement.

         "Termination Value" means the "Termination Value" (if any) payable by a
lessee pursuant to the applicable Loan.

         "TIA" or the "Trust Indenture Act" means the Trust Indenture Act of
1939, as in force on the date of this Indenture unless otherwise specifically
provided.

         "Total Principal Payment Amount" means, with respect to any Payment
Date, the sum of the Class A Monthly Principal Payable Amount plus the Class B
Monthly Principal Payable Amount (without giving effect to the Class B Floor)
for such Payment Date.

         "Transfer Date" means the Business Day preceding the twentieth day of
each calendar month.

         "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

                                       22


         "Trust Account Property" means the Trust Accounts, all amounts,
Financial Assets, Investment Property and other investments or other property
held from time to time in or credited to any Trust Account and all Proceeds of
the foregoing.

         "Trust Accounts" has the meaning assigned thereto in Section 8.2(a) of
this Indenture.

         "UCC" means, unless the context otherwise requires, the Uniform
Commercial Code as in effect in the relevant jurisdiction, as amended from time
to time.

         "Unfunded Loss Amount" means, with respect to any Payment Date, the
excess, if any, of

                  (a)      the excess, if any, of

                           (i)      the Note Balance (prior to giving effect to
                  the payment of principal on the Notes on such Payment Date)
                  over

                           (ii)     the lesser of

                                    (1)      the Total Principal Payment Amount,
                           and

                                    (2)      (A) the Related Collection Period
                           Loan Value remaining after the payment of amounts
                           owing to the Servicer, the Indenture Trustee, the
                           Administrator and the Swap Counterparties and the
                           payment of all interest due on the Notes on such
                           Payment Date, plus

                                             (B) the amount of any capital
                                    contribution made pursuant to the Variable
                                    Funding Certificates used for the payment of
                                    principal in respect of Notes on such
                                    Payment Date; over

                  (b)      the Pool Balance as of the end of the preceding
         calendar month.

         "Unscheduled Principal Payments" means, for any Payment Date, the
aggregate amount of unscheduled principal payments on the Loans received during
the related Collection Period.

         "Variable Funding Capital Commitment" as of any date means an amount
equal to the lesser of (x) $13,193,123 and (y) the sum of the Outstanding
Principal Balances of the Class A-4 and Class B Notes as of such date.

         "Variable Funding Certificates" means either the Issuer Variable
Funding Certificate, the CEF Variable Funding Certificate or both, as
applicable.

         "Variable Funding Certificateholder" means the registered holder of the
applicable Variable Funding Certificate.

         SECTION 1.2. Other Interpretive Matters. All terms defined directly or
by incorporation in this Indenture shall have the defined meanings when used in
any document delivered pursuant thereto unless otherwise defined therein. For
purposes of this Indenture, unless the context otherwise requires: (a)
accounting terms not otherwise defined herein and accounting terms

                                       23


partly defined herein to the extent not defined, shall have the respective
meanings given to them under generally accepted accounting principles; and
unless otherwise provided, references to any month, quarter or year refer to a
fiscal month, quarter or year as determined in accordance with the fiscal
calendar of GECS; (b) unless defined in this Indenture or the context otherwise
requires, capitalized terms used in this Indenture which are defined in the UCC
shall have the meaning given such term in the UCC; (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 this Indenture as a whole and not to any
particular provision of this Indenture; (e) references to any Section, Schedule
or Exhibit are references to Sections, Schedules and Exhibits in or to this
Indenture, 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.

         SECTION 1.3. Incorporation by Reference of TIA. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture. The following terms, where used in the TIA,
shall have the following meanings for the purposes hereof:

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

         "obligor" on the indenture securities means the Issuer.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

                                   ARTICLE II
                                    THE NOTES

         SECTION 2.1. Form. The Notes shall consist of $101,200,000 principal
amount of Class A-1 Notes, $67,600,000 principal amount of Class A-2 Notes,
$124,400,000 principal amount of Class A-3 Notes, $53,590,000 principal amount
of Class A-4 Notes and $30,156,000 principal amount of Class B Notes and the
forms thereof and the Indenture Trustee's certificate of authentication, shall
be in substantially the forms set forth in Exhibits A-1 and A-2 respectively,
with such appropriate insertions, omissions, substitutions and other variations
as are

                                       24


required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon,
as may, consistently herewith, be determined by the officers executing such
Notes, as evidenced by their execution of the Notes. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.

         The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

         Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibits A-1 and A-2 are part of the terms of this
Indenture.

         The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture is limited to $376,946,000 of Notes, except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 2.4, 2.5 or 9.5.
The Notes shall be issuable only in registered form and only in minimum
denominations of at least $1,000; provided that the foregoing shall not restrict
or prevent the transfer in accordance with Section 2.4 of any Note having an
Outstanding Principal Balance of other than an integral multiple of $1,000, or
the issuance of a single Note of each Class, with a denomination less than
$1,000.

         SECTION 2.2. Execution, Authentication and Delivery. (a) The Notes
shall be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

         (a)      Notes bearing the manual or facsimile signature of individuals
who were at the time of signature Authorized Officers of the Issuer shall bind
the Issuer, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or did
not hold such offices at the date of such Notes.

         (b)      No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate of authentication shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

         (c)      The Notes may from time to time be executed by the Issuer and
delivered to the Indenture Trustee for authentication together with an Issuer
Request to the Indenture Trustee directing the authentication and delivery of
such Notes and thereupon the same shall be authenticated and delivered by the
Indenture Trustee in accordance with such Issuer Request.

         SECTION 2.3. Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order, the
Indenture Trustee shall authenticate and deliver, temporary Notes of the tenor
of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

                                       25


         If temporary Notes are issued, the Issuer will cause Definitive Notes
to be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as if they were Definitive
Notes.

         SECTION 2.4. Registration; Registration of Transfer and Exchange. (a)
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Issuer hereby appoints the Indenture Trustee as the initial "Note
Registrar" for the purpose of registering Notes and transfers of Notes as herein
provided. Upon any resignation of any Note Registrar, the Issuer shall promptly
appoint a successor or, if it is unable to make such an appointment, assume the
duties of the Note Registrar.

         If a Person other than the Indenture Trustee is appointed by the Issuer
as the Note Registrar, the Issuer will give the Indenture Trustee prompt written
notice of the appointment of such Note Registrar and of the location, and any
change in the location, of the Note Register, and the Indenture Trustee shall
have the right to inspect the Note Register at all reasonable times, to obtain
copies thereof and to rely upon a certificate executed on behalf of the Note
Registrar by an Executive Officer thereof as to the names and addresses of the
Noteholders and the principal amounts and number of such Notes.

         The Indenture Trustee shall not register the transfer of any Note
(other than the transfer of a Note to the nominee of the Clearing Agency) unless
the transferee has executed and delivered to the Indenture Trustee a
certification to the effect that either (i) the transferee is not (A) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA or (b) a plan (as defined in Section
4975(e)(1) of the Code) that is subject to Section 4975 of the Code (each of the
foregoing, a "Benefit Plan"), and is not acting on behalf of or investing the
assets of a Benefit Plan, or (ii) the transferee's acquisition and continued
holding of the Note will not give rise to a nonexempt prohibited transaction
under Section 406(a) of ERISA or Section 4975 of the Code. Each transferee of a
Book-Entry Note shall be deemed to make one of the foregoing representations.

         (b)      Subject to Section 2.4(a), upon surrender for registration of
transfer of any Note at the office or agency of the Issuer to be maintained as
provided in Section 3.2, if the requirements of Section 8-401(a)(1) of the UCC
are met, the Issuer shall execute, the Indenture Trustee shall authenticate and
the Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes in any authorized
denominations of a like aggregate principal amount. At the option of the
Noteholder, Notes may be exchanged for other new Notes of the same Class in any
authorized denominations of a like aggregate principal amount, upon surrender of
the Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for exchange, if the requirements of Section 8-401(a)(1) of the UCC
are met, the Issuer shall execute, the Indenture Trustee shall authenticate and
the Noteholder shall

                                       26


obtain from the Indenture Trustee, the Notes that the Noteholder making the
exchange is entitled to receive. The Indenture Trustee shall make a notation on
any such new Note of the amount of principal, if any, that has been paid on such
Note.

         (c)      All Notes issued upon any registration of transfer or exchange
of Notes shall be the valid obligations of the Issuer, evidencing the same debt
and entitled to the same benefits under this Indenture as the Notes surrendered
upon such registration of transfer or exchange.

         (d)      Every Note presented or surrendered for registration of
transfer or exchange shall (if so required by the Issuer or the Indenture
Trustee) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Indenture Trustee duly
executed by, the Noteholder thereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, which requirements
include membership or participation in the Securities Transfer Agent's Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act.

         (d)      No service charge shall be made to a Noteholder for any
registration of transfer or exchange of Notes, but the Issuer or the Indenture
Trustee will require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or
9.5.

         SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. (a) If: (i)
any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Indenture Trustee such security
or indemnity as may be required by the Indenture Trustee and the Issuer to hold
the Indenture Trustee and the Issuer, respectively, harmless, then, in the
absence of notice to the Issuer, the Note Registrar or the Indenture Trustee
that such Note has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and
upon its request the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of the same Class and principal amount and bearing a number not
contemporaneously outstanding; provided, however, that if any such destroyed,
lost or stolen Note, but not a mutilated Note, shall have become, or within
seven days shall be, due and payable, or shall have been called for redemption,
instead of issuing a replacement Note, the Issuer may pay such destroyed, lost
or stolen Note when so due or payable or upon the Redemption Date without
surrender thereof. If, after the delivery of such replacement Note (or payment
of a destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence), a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the Issuer
and the Indenture Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered
(or payment made) or any assignee of such Person, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any

                                       27


loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

         (b)      Upon the issuance of any replacement Note under this Section,
the Issuer or the Indenture Trustee may require the payment by such Noteholder
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other reasonable expenses (including the
fees and expenses of the Indenture Trustee) connected therewith.

         (c)      Every replacement Note issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

         (d)      The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

         SECTION 2.6. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Issuer, the Indenture Trustee nor any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

         SECTION 2.7. Payment of Principal and Interest; Defaulted Interest. (a)
Any installment of interest or principal, if any, payable on any Note that is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date by check mailed first-class,
postage prepaid, to such Person's address as it appears on the Note Register on
such Record Date. However, unless Definitive Notes have been issued, with
respect to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made
by wire transfer in immediately available funds to the account designated by
such nominee. Notwithstanding the above, the final installment of principal
payable with respect to such Note (and except for the Redemption Price for any
Note called for redemption pursuant to Section 10.1) shall be payable as
provided in clause (b)(ii). The funds represented by any such checks returned
undelivered shall be held in accordance with Section 6.16.

         (b)      (i) The principal of each Note shall be payable in
installments on each Payment Date in an amount equal to the Class A Monthly
Principal Payable Amount or Class B Monthly Principal Payable Amount, as the
case may be, for such Payment Date and otherwise as provided in Section 8.3.

                                       28


                  (i)      Notwithstanding the foregoing, the entire Outstanding
         Principal Balance shall be due and payable on: (A) the date on which an
         Event of Default shall have occurred and be continuing if the Indenture
         Trustee or the Noteholders representing not less than a majority of the
         Outstanding Principal Balance of the Notes have declared the Notes to
         be immediately due and payable in the manner provided in Section 5.2,
         and (B) if any Notes remain Outstanding, the Maturity Date.

                  (ii)     Except as otherwise provided in Section 5.2, no part
         of the principal of any Note shall be paid prior to the Payment Date on
         which such principal is due in accordance with the preceding provisions
         of this Section, except that the Issuer may redeem the Notes in their
         entirety in accordance with Section 10.1.

                  (iii)    The Indenture Trustee shall notify the Person in
         whose name a Note is registered at the close of business on the Record
         Date preceding the Payment Date on which the Issuer expects that the
         final installment of principal of and interest on such Note will be
         paid. Such notice shall be mailed no later than five days prior to such
         final Payment Date and shall specify that such final installment will
         be payable only upon presentation and surrender of such Note and shall
         specify the place where such Note may be presented and surrendered for
         payment of such installment.

                  (iv)     All reductions in the principal amount of a Note
         effected by payments of installments of principal made on any Payment
         Date shall be binding upon all holders of such Note and of any Note
         issued upon the registration of transfer thereof or in exchange
         therefore or in lieu thereof, whether or not such payment is noted on
         such Note. All payments on the Notes shall be made without any
         requirement of presentment but each holder of any Note shall be deemed
         to agree, by its acceptance of the same, to surrender such Note at the
         Corporate Trust Office against payment of the final installment of
         principal of such Note.

         (c)      (i) For each Payment Date, the interest due and payable with
respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes and the Class B Notes will be the interest that has accrued on the
respective Notes since the last Payment Date or, in the case of the first
Payment Date, since the Closing Date, at the Class A-1 Interest Rate, Class A-2
Interest Rate, Class A-3 Interest Rate, Class A-4 Interest Rate and the Class B
Interest Rate, respectively, applied to the then Outstanding Principal Balances
of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and
the Class B Notes, respectively, on the preceding Payment Date subject to
Section 3.1. With respect to the Class A Notes and the Class B Notes, the
interest will be calculated on the basis of the actual number of days in the
applicable Interest Accrual Period and a 360 day year.

                  (ii)     If the Issuer defaults in a payment of interest on
         the Notes, the Issuer shall pay, in any lawful manner, defaulted
         interest (plus interest on such defaulted interest to the extent
         lawful) at the applicable interest rate from the Payment Date for which
         such payment is in default. The Issuer shall pay such

                                       29


         defaulted interest on a subsequent special payment date declared by the
         Issuer to the Persons who are Noteholders on a subsequent special
         record date, which special record date shall be at least five Business
         Days prior to the special payment date. At least 15 days before any
         such special record date, the Issuer shall mail to each Noteholder a
         notice that states the special record date, the special payment date
         and the amount of defaulted interest to be paid.

         (d)      All payments made with respect to any Note shall be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts and shall be applied
first to the interest then due and payable on such Notes and then to the
principal thereof.

         SECTION 2.8. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder that the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section except as expressly permitted by
this Indenture. All canceled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be returned to it; provided, that such Issuer Order is timely and the Notes have
not been previously disposed of by the Indenture Trustee.

         SECTION 2.9. Book-Entry Notes. Each of the Class A Notes and the Class
B Notes, upon original issuance, will be issued in the form of typewritten Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company (the initial Clearing Agency), or its custodian, by, or on behalf of,
the Issuer. Each of the Class A Notes and the Class B Notes shall initially be
registered on the Note Register in the name of Cede & Co., the nominee of The
Depository Trust Company as the initial Clearing Agency, and no Class A Note
Owner or Class B Note Owner will receive a Definitive Note representing such
Note Owner's interest in such Note, except as provided in Section 2.11. Unless
and until definitive, fully registered Notes (the "Definitive Notes")
representing the Class A Notes or the Class B Notes have been issued to the
applicable Note Owners:

                           (i)      the Issuer, the Note Registrar and the
                  Indenture Trustee, and their officers, directors, employees
                  and agents may deal with the Clearing Agency for all purposes
                  (including the payment of principal of and interest on the
                  Class A Notes and the Class B Notes) as the sole Noteholder
                  and shall have no obligations to the Note Owners;

                           (ii)     to the extent that this Section conflicts
                  with any other provisions of this Indenture, this Section
                  shall control;

                           (iii)    the rights of the respective Note Owners
                  shall be exercised only through the Clearing Agency and the
                  Clearing Agency Participants and shall be

                                       30


                  limited to those established by law and agreements between
                  such respective Note Owners and the Clearing Agency and/or the
                  Clearing Agency Participants pursuant to the Note Depository
                  Agreement. Unless and until Definitive Notes are issued
                  pursuant to Section 2.11, the Issuer intends that the Clearing
                  Agency will make book-entry transfers among the Clearing
                  Agency Participants and receive and transmit payments of
                  principal of and interest on the related Class A Notes and
                  Class B Notes, as the case may be, to such Clearing Agency
                  Participants (and neither the Indenture Trustee nor the Note
                  Registrar shall have any liability therefor); and

                           (iv)     whenever this Indenture requires or permits
                  actions to be taken based upon instructions, directions, or
                  the consent of Noteholders evidencing a specified percentage
                  of the Outstanding Principal Balance of the Notes (or a Class
                  of Notes), the Clearing Agency shall be deemed to represent
                  such percentage only to the extent that it has received
                  instructions to such effect from Note Owners and/or Clearing
                  Agency Participants owning or representing, respectively, such
                  required percentage of the beneficial interest in the Notes
                  (or Class of Notes) and has delivered such instructions to the
                  Indenture Trustee.

         SECTION 2.10. Notices to Clearing Agency. Whenever a notice or other
communication to the Class A Noteholders or Class B Noteholders is required
under this Indenture, unless and until Definitive Notes have been issued to the
related Note Owners, the Indenture Trustee shall give all such notices and
communications to the Clearing Agency.

         SECTION 2.11. Definitive Notes. (a) If: (i) the Issuer advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities under the Note Depository
Agreement with respect to the Notes, and the Issuer is unable to locate a
qualified successor, (ii) circumstances change so that the book-entry system
through the Clearing Agency is less advantageous due to economic or
administrative burden or the use of the book-entry system becomes unlawful with
respect to the Notes and the Issuer notifies the Indenture Trustee in writing
that because of the change in circumstances the Issuer is terminating the
book-entry system with respect to the Notes or (iii) after the occurrence of an
Event of Default, Note Owners representing beneficial interests aggregating at
least a majority of the Outstanding Principal Balance of the Notes advise the
Clearing Agency in writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interests of the Note Owners, then
the Clearing Agency has undertaken to notify all Note Owners and the Indenture
Trustee of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by
the Clearing Agency, accompanied by registration and transfer instructions from
the Clearing Agency for registration, the Issuer shall execute, and the
Indenture Trustee shall authenticate, the Definitive Notes in accordance with
the instructions of the Clearing Agency. None of the Issuer, the Note Registrar
or the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Notes, all references herein
to obligations imposed upon or to be performed by the Clearing Agency shall be
deemed to be imposed upon and performed by the Issuer, to the extent

                                       31


applicable with respect to such Definitive Notes, and the Issuer shall recognize
the holders of the relevant Definitive Notes as Noteholders hereunder.

         (a)      Definitive Notes will not be eligible for clearing or
settlement through DTC, Euroclear or Clearstream.

         SECTION 2.12. Notes owned by the Issuer or its Affiliates. In
determining whether the Noteholders of the required Outstanding Principal
Balance of the Notes have concurred in any direction, waiver or consent, Notes
owned by the Issuer or an Affiliate of the Issuer shall be considered as though
not Outstanding, except that for the purposes of determining whether the
Indenture Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes which a Responsible Officer actually knows are so owned
shall be so disregarded.

         SECTION 2.13. CUSIP Numbers. The Issuer in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Indenture Trustee
shall indicate the "CUSIP" numbers of the Notes in notices of redemption and
related materials as a convenience to Noteholders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of redemption and
related materials.

         SECTION 2.14. Perfection Representations and Warranties. The parties
hereto agree that the representations, warranties and covenants set forth in
Schedule 1 shall be a part of this Indenture for all purposes.

         SECTION 2.15. Notes to Constitute Indebtedness. The parties hereto
agree that it is their mutual intent that, for all applicable tax purposes, the
Notes will constitute indebtedness. Further, each party hereto and each
Noteholder (by accepting and holding a Note) hereby covenants to every other
party hereto and to every other Noteholder to treat the Notes as indebtedness
for all applicable tax purposes in all tax filings, reports and returns and
otherwise, and further covenants that neither it nor any of its Affiliates will
take, or participate in the taking of or permit to be taken, any action that is
inconsistent with the treatment of the Notes as indebtedness for tax purposes.
All successors and assignees of the parties hereto shall be bound by the
provisions hereof.

         SECTION 2.16. Determination of LIBOR.

         LIBOR ("LIBOR") applicable to the calculation of the Interest Rates for
the Class A Notes and the Class B Notes for any Interest Accrual Period shall be
determined on each LIBOR Rate Adjustment Date as follows:

         For any Interest Accrual Period, the rate, as obtained by the Indenture
Trustee, one-month United States dollar deposits which appears on the Telerate
Screen Page 3750 as of 11:00 A.M., London, England time, on the second LIBOR
Business Day prior to the first day of such Interest Accrual Period (a "LIBOR
Rate Adjustment Date"). "Telerate Screen Page 3750" means the display designated
as page 3750 on the Telerate Service (or such other page as may replace page
3750 on that service for the purpose of displaying London interbank offered
rates of major banks). With respect to a LIBOR Rate Adjustment Date on which no
rate appears on Telerate Page 3750, LIBOR for the applicable Interest Accrual
Period will be the rate calculated by the

                                       32


Indenture Trustee as the arithmetic mean of at least two quotations obtained by
the Indenture Trustee after requesting the principal London offices of each of
four major reference banks in the London interbank market, which may include the
Indenture Trustee and its affiliates, as selected by the Indenture Trustee, to
provide the Indenture Trustee with its offered quotation for deposits in U.S.
dollars for a one-month period, commencing on the second London Banking Day
immediately following the applicable Interest Accrual Period, to prime banks in
the London interbank market at approximately 11:00 a.m., London time, on such
LIBOR Rate Adjustment Date and in a principal amount that is representative for
a single transaction in U.S. dollars in that market at that time. If at least
two such quotations are provided, LIBOR determined on the applicable LIBOR Rate
Adjustment Date will be the arithmetic mean of the quotations. If fewer than two
quotations referred to in clause (a) above are provided, LIBOR determined on the
applicable LIBOR Rate Adjustment Date will be the rate calculated by the
Indenture Trustee as the arithmetic mean of the rates quoted at approximately
11:00 a.m. in New York on the applicable LIBOR Rate Adjustment Date by three
major banks, which may include the Indenture Trustee and its affiliates, in New
York, selected by the Indenture Trustee for loans in U.S. dollars to leading
European banks, having a maturity of one-month and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at that
time. If the banks so selected by the Indenture Trustee are not quoting as
provided above, LIBOR for the applicable LIBOR Rate Adjustment Date will be
LIBOR in effect on the applicable LIBOR Rate Adjustment Date.

         The establishment of LIBOR by the Indenture Trustee on any LIBOR Rate
Adjustment Date and the Indenture Trustee's subsequent calculation of the Class
A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the
Class A-4 Interest Rate and the Class B Interest Rate applicable to the relevant
Interest Accrual Period, in the absence of manifest error, shall be final and
binding.

         Promptly following each LIBOR Rate Adjustment Date, the Indenture
Trustee shall supply the Issuer with the results of its determination of LIBOR
on such date.

                                  ARTICLE III
                                   COVENANTS

         SECTION 3.1. Payments. The Issuer will duly and punctually pay the
principal of and interest, if any, on the Notes in accordance with the terms of
the Notes and this Indenture and shall not withdraw funds from the Note
Distribution Account except as set forth in Section 8.3. In addition, the Issuer
will duly and punctually pay to the applicable Swap Counterparty, any Swap
Payments Outgoing and Swap Termination Payments when due in the priorities set
forth in Section 8.3 of this Indenture.

         SECTION 3.2. Maintenance of Office or Agency. (a) The Issuer will
maintain at the Corporate Trust Office an office or agency where Notes may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. The Issuer hereby initially appoints the Indenture Trustee to serve as
its agent for the foregoing purposes.

                                       33


         (b)      The chief executive office of the Issuer at which the Issuer
maintains its records with respect to the Loans, its interests in the Equipment,
and the transactions contemplated hereby, is currently located in Danbury,
Connecticut. The Issuer will not change the location of such offices without
giving the Indenture Trustee at least 30 days prior written notice thereof.

         SECTION 3.3. Paying Agent's Obligations. The Issuer will cause each
Paying Agent to comply with the obligations of the Paying Agent set forth in
Section 6.16.

         SECTION 3.4. Existence. (a) The Issuer will keep in full effect its
existence, rights and franchises as a limited liability company under the laws
of the jurisdiction of its organization.

         (b)      The Issuer shall at all times observe and comply in all
material respects with (i) all laws applicable to it, and (ii) all requisite and
appropriate organizational and other formalities in the management of its
business and affairs and the conduct of the transactions contemplated hereby.

         SECTION 3.5. Protection of the Collateral; Further Assurances. The
Issuer will from time to time execute and deliver and file, as applicable, all
such supplements and amendments hereto and all such writings of further
assurance and other writings, and will take such other action necessary or
advisable to:

                           (i)      more effectively Grant all or any portion of
                  the Collateral;

                           (ii)     maintain or preserve the Lien (and the same
                  priority thereof) of this Indenture or carry out more
                  effectively the purposes hereof;

                           (iii)    perfect, publish notice of or protect the
                  validity of any Grant made or to be made by this Indenture and
                  perfect the Lien contemplated hereby in favor of the Indenture
                  Trustee in all property included in the Collateral;

                           (iv)     enforce or cause the Servicer to enforce any
                  of the Collateral; or

                           (v)      preserve and defend against the claims of
                  all Persons and parties, (a) title to the Collateral
                  (including the right to receive all payments due or to become
                  due with respect to the Loans) and the interests in the
                  property included in the Collateral and (b) the rights of the
                  Indenture Trustee and the Noteholders with respect to such
                  Collateral (including the right to receive all payments due or
                  to become due with respect to the Loans) and interests with
                  respect to the property included in the Collateral.

         SECTION 3.6. Opinions as to the Collateral. (a) On the Closing Date,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Indenture, any indentures
supplemental hereto and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements, as
are necessary to perfect and make effective the Lien created by this Indenture
and reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such Lien effective.

                                       34


         (b)      On or before April 1 in each calendar year, the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements, as
is necessary to maintain the Lien of this Indenture and reciting the details of
such action, or stating that in the opinion of such counsel no such action is
necessary to maintain such Lien. Such Opinion of Counsel shall also describe the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents, and the execution and
filing of any financing statements and continuation statements, that will, in
the opinion of such counsel, be required to maintain the Lien of this Indenture
until April 1 in the following calendar year.

         SECTION 3.7. Performance of Obligations; Servicing of Loans. (a) The
Issuer will not take any action and will use its best efforts not to permit any
action to be taken by others that would release any Person from any material
covenants or obligations under any instrument or agreement included in the
Collateral or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any
such instrument or agreement, except as expressly provided in this Indenture,
the Servicing Agreement, Swap Agreements or such other instrument or agreement.

         (b)      The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Related
Documents and in the instruments and agreements included in the Collateral,
including filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by this Indenture and the Servicing
Agreement in accordance with and within the time periods provided for herein and
therein.

         (c)      The Issuer hereby covenants and agrees that it will enforce
the obligations of the Servicer under the Servicing Agreement and if a Servicer
Default shall arise from the failure of the Servicer to perform any of its
duties or obligations under the Servicing Agreement with respect to the Loans,
the Issuer shall take all reasonable steps available to it to remedy such
failure.

         (d)      The Issuer hereby covenants and agrees that: (i) it shall
promptly exercise its rights to terminate the Servicer pursuant to Section 5.1
of the Servicing Agreement upon the occurrence of a Servicer Default set forth
in clause (a) of such section and (ii) prior to exercising its rights to
terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon
the occurrence of a Servicer Default set forth in clause (b) of such section,
obtain the consent of the Noteholders representing a majority of the Outstanding
Principal Balance of the Notes. Within thirty (30) days after the giving of
notice of termination to the Servicer of the Servicer's rights and powers
pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a
successor servicer (the "Successor Servicer"), such appointment to be reflected
by a written assumption in a form acceptable to the Indenture Trustee. In the
event that a Successor Servicer has not been appointed and accepted its
appointment at the time when the previous Servicer ceases to act as Servicer,
the Indenture Trustee without further action shall automatically be appointed
the Successor Servicer. The Indenture Trustee may resign as the Servicer by
giving written notice of such resignation to the Issuer and in such event will
be released from such

                                       35


duties and obligations, such release not to be effective until the date a
Successor Servicer enters into a servicing agreement with the Issuer as provided
below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a
new servicer as the Successor Servicer under the Servicing Agreement. Any
Successor Servicer other than the Indenture Trustee shall: (i) be an established
financial institution having a net worth of not less than $50,000,000 and whose
regular business includes the servicing of receivables and (ii) enter into a
servicing agreement with the Issuer having substantially the same provisions as
the provisions of the Servicing Agreement applicable to the Servicer. If the
Indenture Trustee shall succeed to the previous Servicer's duties as servicer of
the Loans as provided herein, it shall do so in its individual capacity and not
in its capacity as Indenture Trustee and, accordingly, the provisions of Article
VI shall be inapplicable to the Indenture Trustee in its duties as the Successor
Servicer and the servicing of the Loans. In case the Indenture Trustee shall
become the Successor Servicer under the Servicing Agreement, the Indenture
Trustee shall be entitled to appoint as Servicer any one of its Affiliates;
provided, that it shall be fully liable for the actions and omissions of such
Affiliate in its capacity as Successor Servicer.

         (e)      Upon any termination of the Servicer's rights and powers
pursuant to the Servicing Agreement, the Issuer shall promptly notify the
Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer
shall notify the Indenture Trustee of such appointment, specifying in such
notice the name and address of such Successor Servicer.

         (f)      The Issuer agrees that it will not, without the prior written
consent of the Indenture Trustee or the Noteholders of at least a majority of
the Outstanding Principal Balance, amend, modify, waive, supplement, terminate
or surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral (except to the extent
otherwise in accordance with the Credit and Collection Policies) or the Related
Documents, or waive timely performance or observance by the Purchaser under the
Purchase and Sale Agreement, the Seller under the Sale Agreement or the Servicer
under the Servicing Agreement; provided, that, no such amendment or waiver
shall: (i) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, deposits required to be made to the Trust Accounts and
payments that are required to be made from the Trust Accounts for the benefit of
the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are
required to consent to any such amendment, in either case without the consent of
the Noteholders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Noteholders, the Issuer agrees, promptly following a request by
the Indenture Trustee to do so, to execute and deliver, in its own name and at
its own expense, such agreements, instruments, consents and other documents as
the Indenture Trustee may deem necessary or appropriate in the circumstances.

         (g)      Promptly following a request from the Indenture Trustee to do
so and at the Issuer's expense, the Issuer shall take all such lawful action as
the Indenture Trustee may request to compel or secure the performance and
observance by the Servicer of its obligations to the Issuer under or in
connection with the Servicing Agreement or by the Purchaser of its obligations
to the Issuer under or in connection with the Purchase and Sale Agreement in
accordance with the terms thereof, and to exercise any and all rights, remedies,
powers and privileges lawfully available to the Issuer under or in connection
with the Servicing Agreement (or under or in connection with the Purchase and
Sale Agreement) to the extent and in the manner directed by

                                       36


the Indenture Trustee, including the transmission of notices of default on the
part of the Servicer or the Purchaser thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Servicer or the Purchaser of each of their obligations under the Servicing
Agreement or the Purchase and Sale Agreement.

         SECTION 3.8. Taxes. The Issuer shall pay all taxes when due and payable
or levied against its assets, properties or income, including any property that
is part of the Collateral.

         SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee, on or before March 15 after the end of each fiscal
year of the Issuer (commencing with the fiscal year 2004), an Officers'
Certificate, substantially in the form of Exhibit B, stating that:

                           (i)      a review of the activities of the Issuer
                  during such year and of performance under this Indenture has
                  been made under such Authorized Officers' supervision; and

                           (ii)     to the best of such Authorized Officers'
                  knowledge, based on such review, the Issuer has complied with
                  all conditions and covenants under this Indenture throughout
                  such year or, if there has been a default in the compliance of
                  any such condition or covenant, specifying each such default
                  known to such Authorized Officers and the nature and status
                  thereof.

         SECTION 3.10. Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

         (a)      sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, including those included in the Collateral,
except as expressly permitted by this Indenture or Section 6.2 of the Sale
Agreement;

         (b)      claim any credit on, or make any deduction from the principal
or interest payable in respect of, the Notes (other than amounts properly
withheld from such payments under the Code or applicable State law) or assert
any claim against any present or former Noteholder by reason of the payment of
the taxes levied or assessed upon any part of the Collateral;

         (c)      engage in any business or activity other than in connection
with, or relating to the financing, purchasing, owning, selling and managing
ownership of, the Loans and the interests in the property constituting the
Collateral, the issuance of the Notes, and the specific transactions
contemplated by the Related Documents and activities incidental thereto;

         (d)      issue, incur, assume, or allow to remain outstanding any
indebtedness, or guaranty any indebtedness or otherwise become liable, directly
or indirectly for any Indebtedness of any Person, other than the Notes or Swap
Agreements, except as contemplated by this Indenture and the other Related
Documents;

         (e)      seek dissolution or liquidation in whole or in part or
reorganization of its business or affairs;

                                       37


         (f)      (A) permit the validity or effectiveness of this Indenture to
be impaired, or permit the Lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from
any covenants or obligations with respect to the Notes under this Indenture
except as may be expressly permitted hereby, (B) permit any Lien (other than the
Lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden the Collateral or any part thereof or any interest therein or the
proceeds thereof or (C) permit the Lien of this Indenture not to constitute a
valid first priority (other than with respect to any tax lien, mechanics' lien
or other lien not considered a Lien) "security interest" (as such term is
defined in Section 1-201 of Article 1 of the UCC) in the Collateral;

         (g)      make any loan or advance to any Affiliate of the Issuer or to
any other Person;

         (h)      make any expenditure (by long-term or operating lease or
otherwise) for capital assets (either realty or personalty);

         (i)      remove the Managing Member without cause unless the Rating
Agency Condition shall have been satisfied in connection with such removal;

         (j)      directly or indirectly: (i) pay any dividend or make any
distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, with respect to any ownership or equity
interest or security in or of the Issuer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security,
(iii) set aside or otherwise segregate any amounts for any such purpose or (iv)
make payments to or distributions from the Collection Account, in each case,
except in accordance with this Indenture and the Related Documents;

         (k)      convey or transfer any of its properties or assets, including
those included in the Collateral, to any Person, unless (i) the Person that
acquires such property or assets shall: (A) expressly agree by means of such
supplemental indenture that all right, title and interest so conveyed or
transferred shall be subject and subordinate to the rights of Noteholders and
(B) expressly agree by means of such supplemental indenture that such Person (or
if a group of Persons, then one specified Person) shall make all filings with
the Commission (and any other appropriate Person) required by the Securities
Exchange Act in connection with the Notes and (ii) the conditions in clause (l)
below have been satisfied;

         (l)      consolidate or merge with or into any other Person or convey
or transfer any of its properties or assets, including those included in the
Collateral, to any Person unless:

                           (i)      such Person shall be a United States citizen
                  or a Person organized and existing under the laws of the
                  United States of America or any State,

                           (ii)     such Person shall expressly assume, by an
                  indenture supplemental hereto, executed and delivered to the
                  Indenture Trustee, in form satisfactory to the Indenture
                  Trustee, the due and punctual payment of the principal of and
                  interest on all Notes and the performance or observance of
                  every agreement and covenant of this Indenture on the part of
                  the Issuer to be performed or observed, all as provided
                  herein,

                                       38


                           (iii)    immediately after giving effect to such
                  transaction, no Default or Event of Default shall have
                  occurred and be continuing;

                           (iv)     the Rating Agency Condition shall have been
                  satisfied with respect to such transaction;

                           (v)      the Issuer shall have received an Opinion of
                  Counsel (and shall have delivered copies thereof to the
                  Indenture Trustee) to the effect that such transaction will
                  not have any material adverse tax consequence to the Issuer or
                  any Noteholder;

                           (vi)     any action that is necessary to maintain the
                  Lien created by this Indenture and the same priority thereof
                  shall have been taken; and

                           (vii)    the Issuer shall have delivered to the
                  Indenture Trustee an Officers' Certificate and an Opinion of
                  Counsel each stating that such consolidation or merger or such
                  conveyance or transfer, as the case may be, and such
                  supplemental indenture comply with this Article and that all
                  conditions precedent herein provided for relating to such
                  transaction have been complied with (including any filing
                  required by the Securities Exchange Act);

         (m)      demand a capital contribution from the Issuer Variable Funding
Certificateholder unless requested to do so by the Indenture Trustee pursuant to
Section 3.13 of this Indenture; and

         (n)      consent or acquiesce in any transfer, in whole or in part, of
any of the rights or obligations, of the holder of a Variable Funding
Certificate in respect thereof to any Person unless:

                           (i)      the Rating Agency Condition shall have been
                  satisfied with respect to such transfer; and

                           (ii)     Noteholders evidencing not less than a
                  majority of the Outstanding Principal Balance of the Notes, by
                  Act of such Noteholders, shall have consented to such
                  transfer.

         SECTION 3.11. Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(l), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of and have
every obligation of, the Issuer under this Indenture with the same effect as if
such Person had been named as the Issuer herein.

         (b)      Upon a conveyance or transfer of all the assets and properties
of the Issuer pursuant to Section 3.10(k), the Issuer will be released from
every covenant and agreement of this Indenture to be observed or performed on
the part of the Issuer with respect to the Notes immediately upon the delivery
of written notice to the Indenture Trustee stating that the Issuer is to be so
released.

                                       39


         SECTION 3.12. Notice of Events of Default. (a) The Issuer shall give
the Indenture Trustee and the Rating Agencies prompt written notice of each
Event of Default hereunder, each default on the part of the Servicer of its
obligations under the Servicing Agreement (and, in the case of a Servicer
Default, shall specify in such notice the action, if any, the Issuer is taking
with respect to such default) each default on the part of the Purchaser of its
obligations under the Purchase and Sale Agreement and the occurrence of each
Swap Event of Default and Swap Termination Event.

         (b)      The Issuer shall deliver to the Indenture Trustee, within five
days after the Issuer obtains actual knowledge thereof, written notice in the
form of an Officers' Certificate of any event that, with the giving of notice or
the lapse of time or both, would become an Event of Default under clause (iii)
of the definition thereof, its status and what action the Issuer is taking or
proposes to take with respect thereto.

         SECTION 3.13. Capital Contributions and Liquidity Account. (a) Upon
request of the Indenture Trustee, (x) on the Business Day preceding each Payment
Date with respect to which Available Amounts are insufficient to pay the amounts
required to be paid pursuant to clauses (i) through (vii) of Section 8.3(a)
prior to an Event of Default and the acceleration of the Notes and (y) following
the occurrence of an Event of Default and acceleration of the Notes, to the
extent Available Amounts are insufficient to pay amounts required to be paid
pursuant to clauses (i) through (vii) of Section 8.3(d), the Issuer shall demand
that the Issuer Variable Funding Certificateholder make a capital contribution
to the Issuer in an amount equal to the lesser of (i) the amount of such
shortfall and (ii) the Outstanding Unfunded Capital Commitment for such Person.
The Issuer shall immediately upon receipt thereof deposit in the Note
Distribution Account all amounts contributed to the Issuer pursuant to the
preceding sentence. In addition, if GECS' (1) short-term debt rating is
withdrawn or downgraded below A-1 (or in the absence of a short-term debt
rating, its long-term unsecured senior debt rating is withdrawn or downgraded
below A+) by S&P or (2)(a) long-term unsecured shelf rating is withdrawn or
downgraded by Moody's below Aa3 if GECS has only a long-term Moody's debt rating
or (b) long-term unsecured shelf rating or short-term debt rating is withdrawn
or downgraded by Moody's below A1 or P-1 respectively if GECS has both a
long-term debt rating and a short-term debt rating (or, in either case, such
lower ratings as may be permitted by Moody's and S&P) or if either Variable
Funding Certificateholder fails to make any requested capital contribution
pursuant to its Variable Funding Certificate (a "Liquidity Account Funding
Event") the Issuer shall demand the Issuer Variable Funding Certificateholder to
contribute to the Issuer the entire amount of the Outstanding Unfunded Capital
Commitment. Simultaneously with any of the foregoing demands made by the Issuer,
in accordance with Section 4.2 of the Purchase and Sale Agreement, the Issuer
shall demand that the Issuer Variable Funding Certificateholder demand from the
CEF Variable Funding Certificateholder an equal contribution from the CEF
Variable Funding Certificateholder under the CEF Variable Funding Certificate.
The Issuer shall immediately upon receipt deposit in the Liquidity Account any
amounts contributed to the Issuer pursuant to the preceding sentence.

         (b)      Following the occurrence of a Liquidity Account Funding Event,
upon request of the Indenture Trustee, on any Business Day preceding each
Payment Date with respect to which Available Amounts are insufficient to pay the
amounts required to be paid pursuant to clauses (i) through (vii) of Section
8.3(a) in accordance with the Indenture on such Payment Date prior to

                                       40

 an Event of Default and the acceleration of the Notes and clauses (i) through
(vii) of Section 8.3(d) at any time after an Event of Default and the
acceleration of the Notes, the Issuer shall cause the amount of any such
insufficiency, up to the amount then on deposit in the Liquidity Account, to be
withdrawn from the Liquidity Account and deposited in the Note Distribution
Account on the related Transfer Date.

         SECTION 3.14. Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

         SECTION 4.1. Satisfaction and Discharge of Indenture. (a) This
Indenture shall cease to be of further effect except as to: (i) rights of
registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Section 3.2, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.7) and the obligations of the
Indenture Trustee under Sections 4.2 and 6.4) and (vi) the rights of Noteholders
and Swap Counterparties as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when (A) all Notes theretofore authenticated and
delivered to Noteholders (other than (x) Notes that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section 2.5 and (y)
Notes in respect of which funds have theretofore been deposited in trust or
segregated and held in trust by the Issuer as provided in Section 6.16(i)) have
been delivered to the Indenture Trustee for cancellation and (B) the Issuer has
paid or caused to be paid or provided for (to the satisfaction of the Person
entitled thereto) all other sums due and payable with respect to the Swap
Agreements; provided that the Issuer has delivered to the Indenture Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.

         (b)      Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Issuer to the Indenture Trustee under Section
6.7, and if funds shall have been deposited with the Indenture Trustee pursuant
to Section 4.1(a)(A)(y), the obligations of the Indenture Trustee under Sections
4.2 and 6.17 (in its capacity as Paying Agent) shall survive.

         (c)      The Indenture Trustee shall provide prompt written notice to
each Rating Agency of any satisfaction and discharge of this Indenture pursuant
to this Article IV.

         SECTION 4.2. Application of Trust Funds. All funds deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and (a) applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Noteholders of the particular Notes for the payment or
redemption of which such funds have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest or (b)
applied by it in

                                       41


accordance with the provisions of this Indenture to the payment, either directly
or through any Paying Agent, as the Indenture Trustee may determine, to the Swap
Counterparties any Swap Payments Outgoing or Swap Termination Payments due; but
such funds need not be segregated from other funds except to the extent required
herein or as required by law.

                                   ARTICLE V
                                    REMEDIES

         SECTION 5.1. Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                           (i)      default in the payment of any interest on
                  any Note when the same becomes due and payable, and such
                  default shall continue for a period of five days;

                           (ii)     default in the payment of the principal of
                  any Note at the Maturity Date;

                           (iii)    default in the observance or performance of
                  any covenant or agreement of the Issuer made in this Indenture
                  (other than a covenant or agreement a default in the
                  observance or performance of which is elsewhere in this
                  Section specifically dealt with), or any representation or
                  warranty of the Issuer made in this Indenture or in any
                  certificate or other writing delivered pursuant hereto or in
                  connection herewith proving to have been incorrect in any
                  material respect as of the time when the same shall have been
                  made, and such default shall continue or not be cured, or the
                  circumstance or condition in respect of which such
                  misrepresentation or warranty was incorrect shall not have
                  been eliminated or otherwise cured, for a period of 30 days
                  (or for such longer period, not in excess of 90 days, as may
                  be reasonably necessary to remedy such default if the Issuer
                  delivers an Officer's Certificate to the Indenture Trustee to
                  the effect that the Issuer has commenced, or will promptly
                  commence and diligently pursue, all reasonable efforts to
                  remedy such default and such default can be remedied in 90
                  days or less) after there shall have been given, by registered
                  or certified mail, to the Issuer by the Indenture Trustee or
                  to the Issuer and the Indenture Trustee by the Noteholders of
                  at least 25% of the Outstanding Principal Balance of the
                  Notes, a written notice specifying such default or incorrect
                  representation or warranty and requiring it to be remedied and
                  stating that such notice is a notice of Default hereunder; or

                           (iv)     any Insolvency Event shall occur with
                  respect to the Issuer.

         SECTION 5.2. Remedies. (a) If an Event of Default should occur and be
continuing, the Indenture Trustee may, and, at the direction (which direction
shall be in writing) of the Noteholders, pursuant to Section 5.8 or, in the case
of clause (viii) below, at the direction (which

                                       42


direction shall be in writing) of not less than 66-2/3% of the Outstanding
Principal Balance of the Notes, the Indenture Trustee shall (subject to Section
6.2(v)), do one or more of the following:

                           (i)      declare all the Notes to be immediately due
                  and payable, by a notice in writing to the Issuer, and upon
                  any such declaration the Outstanding Principal Balance,
                  together with accrued and unpaid interest thereon through the
                  date of acceleration, shall become immediately due and
                  payable;

                           (ii)     in the case of an Event of Default described
                  in Section 5.1(i) or (ii), demand the Issuer to pay to the
                  Indenture Trustee, for the benefit of the Noteholders, the
                  whole amount then due and payable on the Notes for principal
                  and interest, with interest upon the overdue principal at the
                  applicable interest rate, and, to the extent payment at such
                  rate of interest shall be legally enforceable, upon overdue
                  installments of interest, at the applicable interest rate, and
                  in addition thereto such further amount as shall be sufficient
                  to cover the costs and expenses of collection, including the
                  reasonable compensation, expenses, disbursements and advances
                  of the Indenture Trustee and its agents and counsel;

                           (iii)    institute Proceedings in its own name and as
                  trustee of an express trust for the collection of all amounts
                  then payable on the Notes or under this Indenture with respect
                  thereto, whether by declaration or otherwise, enforce any
                  judgment obtained, and collect from the Issuer amounts
                  adjudged due;

                           (iv)     institute Proceedings from time to time for
                  the complete or partial foreclosure of this Indenture with
                  respect to the Collateral;

                           (v)      exercise any remedies of a secured party
                  under the UCC as in effect in the State of New York and take
                  any other appropriate action to protect and enforce the rights
                  and remedies of the Indenture Trustee, the Swap Counterparties
                  and the Noteholders;

                           (vi)     subject to Section 5.14, sell the
                  Collateral, or any portion thereof or rights or interest
                  therein, at one or more public or private sales called and
                  conducted in any manner permitted by law;

                           (vii)    make demand upon the Issuer, by written
                  notice, that the Issuer deliver to the Indenture Trustee all
                  Loan Files (in which event the Issuer covenants to make demand
                  upon the Servicer to so deliver such Loan Files); and

                           (viii)   exercise all rights, remedies, powers,
                  privileges and claims of the Issuer against the Servicer or
                  the Purchaser under or in connection with the Servicing
                  Agreement and the Purchase and Sale Agreement, including the
                  right or power to terminate or to take any action to compel or
                  secure performance or observance by the Servicer or the
                  Purchaser of each of their obligations to the Issuer
                  thereunder and to give any consent, request, notice,
                  direction, approval, extension or waiver under the Servicing
                  Agreement or the Purchase and Sale Agreement, and any right of
                  the Issuer to take such action shall be suspended.

                                       43



         (b)      At any time after a declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the amount due has
been obtained by the Indenture Trustee as hereinafter in this Article V
provided, the Noteholders of Notes representing not less than a majority of the
Outstanding Principal Balance, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

                           (i)      the Issuer has paid or deposited with the
                  Indenture Trustee a sum sufficient to pay:

                           (A)      all payments of principal of and interest on
                  all Notes including any payments payable to each Swap
                  Counterparty under the Swap Agreements and all other amounts
                  that would then be due hereunder or upon such Notes if the
                  Event of Default giving rise to such acceleration had not
                  occurred; and

                           (B)      all sums paid or advanced by the Indenture
                  Trustee hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Indenture Trustee and its
                  agents and counsel; and

                           (ii)      all Events of Default, other than the
                  nonpayment of the principal of the Notes that has become due
                  solely by such acceleration, have been cured or waived as
                  provided in Section 5.9.

         No such rescission shall affect any subsequent Event of Default or
impair any right consequent thereto.

         (c)      In case there shall be pending, relative to the Issuer or any
Person having or claiming an ownership interest in the Collateral, Proceedings
under Title 11 of the United States Code or any other applicable Federal or
State bankruptcy, insolvency or other similar law, or in case a receiver,
assignee, trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or taken possession of the Issuer
or its property or such other Person, or in case of any other comparable
judicial Proceedings relative to the Issuer, or to the creditors or property of
the Issuer, the Indenture Trustee (irrespective of whether the principal of any
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made any
demand pursuant to this Section) shall be entitled and empowered to, and, at the
direction (which direction shall be in writing) of the Noteholders pursuant to
Section 5.8 by intervention in such proceedings or otherwise:

                           (i)      file and prove a claim or claims for the
                  whole amount of principal and interest owing and unpaid in
                  respect of the Notes and to file such other papers or
                  documents as may be necessary or advisable in order to have
                  the claims of the Indenture Trustee (including any claim for
                  reasonable compensation to the Indenture Trustee and each
                  predecessor Indenture Trustee, and their respective agents,
                  attorneys and counsel, and for reimbursement of all expenses
                  and liabilities incurred, and all advances made, by the
                  Indenture Trustee and each predecessor Indenture Trustee,
                  except as a result of negligence or bad faith) and of the
                  Noteholders allowed in such Proceedings;

                                       44



                           (ii)     unless prohibited by applicable law or
                  regulations, vote on behalf of the Noteholders in any election
                  of a trustee, a standby trustee or any Person performing
                  similar functions in any such Proceedings;

                           (iii)    collect and receive any amounts or other
                  property payable or deliverable on any such claims and to
                  distribute all amounts received with respect to the claims of
                  the Noteholders, the Swap Counterparties and of the Indenture
                  Trustee on their behalf; and

                           (iv)     file such proofs of claim and other papers
                  or documents as may be necessary or advisable in order to have
                  the claims of the Swap Counterparties, Indenture Trustee or
                  the Noteholders allowed in any judicial Proceedings relative
                  to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, assignee, custodian, sequestrator or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders or Swap Counterparties to make payments to the Indenture
Trustee, and, in the event that the Indenture Trustee shall consent to the
making of payments directly to such Noteholders or Swap Counterparties, to pay
to the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.

         (d)      Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Noteholder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

         (e)      All rights of action and of asserting claims under this
Indenture, or under any of the Notes or Swap Agreements, may be enforced by the
Indenture Trustee without the possession of any of the Notes or the production
thereof in any trial or other Proceedings relative thereto, and any such action
or Proceedings instituted by the Indenture Trustee shall be brought in its own
name and as trustee of an express trust, and any recovery of judgment, subject
to the payment of the expenses, disbursements and compensation of the Indenture
Trustee, each predecessor Indenture Trustee and their respective agents and
attorneys, shall be for the benefit of the Noteholders and Swap Counterparties
as provided in this Indenture.

         (f)      In any Proceedings brought by the Indenture Trustee (and also
any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders and Swap Counterparties, and it shall not
be necessary to make any Noteholder or Swap Counterparty a party to any such
Proceedings.

         SECTION 5.2. [Reserved].

                                       45



         SECTION 5.4. Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, each
Noteholder shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Noteholder.

         SECTION 5.5. Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.

         SECTION 5.6. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost, or stolen Notes in Section 2.5(d), no right or remedy herein conferred
upon or reserved to the Indenture Trustee or to the Noteholders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         SECTION 5.7. Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Default or Event of Default shall impair any such right or remedy or
constitute a waiver of any such Default or Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as
the case may be.

         SECTION 5.8. Control by Noteholders. (a) Except as otherwise expressly
provided in this Indenture, the Noteholders of not less than a majority of the
Outstanding Principal Balance of the Notes shall have the right to (i) direct
the time, method and place of conducting any Proceeding for any remedy available
to the Indenture Trustee with respect to the Notes, (ii) accelerate the Notes
pursuant to Section 5.2 after an Event of Default or (iii) exercise any trust or
power conferred on the Indenture Trustee; provided, that such direction shall
not be in conflict with any rule of law or with this Indenture; provided,
further, that, subject to Section 6.1, the Indenture Trustee need not take any
action that it determines might involve it in liability on the part of the
Indenture Trustee for which the Indenture Trustee is not indemnified to its
satisfaction or might materially adversely affect the rights of any
Noteholder(s) not consenting to such action. The Indenture Trustee may take any
other action deemed proper by the Indenture Trustee that is not inconsistent
with such direction.

                                       46



         (b)      No Noteholder shall have any right to institute any
Proceeding, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

                           (i)      such Noteholder has previously given written
                  notice to the Indenture Trustee of a continuing Event of
                  Default;

                           (ii)     the Noteholder(s) of not less than 66-2/3%
                  of the Outstanding Principal Balance of the Notes have made
                  written request to the Indenture Trustee to institute such
                  Proceeding in respect of such Event of Default in its own name
                  as Indenture Trustee hereunder;

                           (iii)    such Noteholder(s) have offered to the
                  Indenture Trustee indemnity reasonably acceptable to the
                  Indenture Trustee against the costs, expenses and liabilities
                  to be incurred in complying with such request;

                           (iv)     the Indenture Trustee for 60 days after its
                  receipt of such notice, request and offer of indemnity has
                  failed to institute such Proceeding;

                           (v)      so long as any of the Notes remain
                  Outstanding, no direction by other Noteholders inconsistent
                  with such written request has been given to the Indenture
                  Trustee during such 60-day period by the Noteholders of
                  66-2/3% of the Outstanding Principal Balance of the Notes;

                           (vi)     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, the Noteholders
                  representing not less than 66-2/3% of the Outstanding
                  Principal Balance of each Class of Notes that remains
                  Outstanding has consented thereto in writing; provided that
                  the foregoing shall not in anyway limit the Noteholder's
                  rights to pursue any other creditor rights or remedies that
                  the Noteholders may have for claims against the Issuer;

it being understood and intended that no one or more Noteholder(s) shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Noteholder or to obtain or to seek to obtain priority or preference over any
other Noteholder(s) or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the other
Noteholders. Nothing in this Section shall be construed as limiting the rights
of otherwise qualified Noteholders to petition a court for the removal of an
Indenture Trustee pursuant to Section 6.8 hereof.

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing less than a majority of the Outstanding Principal Balance of the
Notes, the Indenture Trustee in its sole discretion may determine what action,
if any, shall be taken, notwithstanding any other provisions of this Indenture.

                                       47



         SECTION 5.9. Waiver of Past Defaults. Prior to the time a judgment or
decree for payment of amounts due has been obtained as described in Section 5.2,
the Noteholders of not less than a majority of the Outstanding Principal Balance
of the Notes may waive any past Default or Event of Default and its consequences
except a Default: (a) in payment of principal of or interest on any of the Notes
or (b) in respect of a covenant or provision hereof that cannot be modified or
amended without the consent of each Noteholder. In the case of any such waiver,
the Issuer, the Indenture Trustee and the Noteholders shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.

         Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereto.

         SECTION 5.10. Undertaking for Costs. All parties to this Indenture
agree (and each Noteholder by such Noteholder's acceptance thereof shall be
deemed to have agreed) that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorney's fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to: (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder(s) holding in the
aggregate more than 10% of the Outstanding Principal Balance of the Notes or (c)
any suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture (or, in the case of redemption, on
or after the Redemption Date).

         SECTION 5.11. Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

         SECTION 5.12. Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the Lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Collateral or
upon any of the assets of the Issuer. Any funds or other property collected by
the Indenture Trustee shall be applied in accordance with Section 8.3(d).

                                       48



         SECTION 5.13. [Reserved]

         SECTION 5.14. Sale of Collateral. (a) The power to effect any sale of
any portion of the Collateral described pursuant to Section 5.2 shall not be
exhausted by any one or more sales as to any portion of the Collateral remaining
unsold, but shall continue unimpaired until the entire Collateral shall have
been sold or all amounts due under this Indenture have been paid in full. The
Indenture Trustee may from time to time, upon directions in accordance with
Section 5.8, postpone any public sale by public announcement made at the time
and place of such sale. For any public sale of the Collateral, the Indenture
Trustee shall have provided each Noteholder with notice of such sale at least
two weeks in advance of such sale which notice shall specify the date, time and
location of such sale.

         (b)      To the extent permitted by applicable law, the Indenture
Trustee shall not in any private sale sell to a third party the Collateral, or
any portion thereof unless,

                           (i)      the holders of not less than 66-2/3% of the
                  then Outstanding Principal Balance of the Notes consent to or
                  direct the Indenture Trustee in writing to make such sale; or

                           (ii)     the proceeds of such sale would be not less
                  than the sum of all amounts due under this Indenture.

         (c)      In connection with a sale of all or any portion of the
Collateral:

                           (i)      any one or more Noteholders may bid for and
                  purchase the property offered for sale, and upon compliance
                  with the terms of sale may hold, retain, and possess and
                  dispose of such property, without further accountability, and
                  any Noteholder may, in paying the purchase price therefore,
                  deliver in lieu of cash any Outstanding Notes or claims for
                  interest thereon for credit in the amount that shall, upon
                  distribution of the net proceeds of such sale, be payable
                  thereon, and the Notes, in case the amounts so payable thereon
                  shall be less than the amount due thereon, shall be returned
                  to the Noteholders after being appropriately stamped to show
                  such partial payment;

                           (ii)     the Indenture Trustee is hereby irrevocably
                  appointed the agent and attorney-in-fact of the Issuer to
                  transfer and convey any portion of the Collateral in
                  connection with a sale thereof, and to take all action
                  necessary to effect such sale;

                           (iii)    the Indenture Trustee shall execute and
                  deliver an appropriate instrument of conveyance transferring,
                  without representation, warranty or recourse, any portion of
                  the Collateral in connection with a sale thereof;

                           (iv)     no purchaser or transferee at such a sale
                  shall be bound to ascertain the Indenture Trustee's authority,
                  inquire into the satisfaction of any conditions precedent or
                  see to the application of any funds; and

                                       49




                           (v)      the Indenture Trustee may not sell or
                  otherwise liquidate the Collateral following an Event of
                  Default, other than an Event of Default described in Sections
                  5.1(i) or (ii), unless the applicable conditions in this
                  Section 5.14 are met and: (A) all the Noteholders direct in
                  writing a sale or liquidation of the Collateral, (B)(i) the
                  Indenture Trustee determines, based on a certification of the
                  Issuer, that the anticipated proceeds of such sale or
                  liquidation (after deducting the reasonable expenses of such
                  sale or liquidation), based on a certificate of the Issuer,
                  would be sufficient to discharge in full all amounts due and
                  unpaid upon such Notes and other amounts payable pursuant to
                  Sections 8.3(d) and (ii) the Noteholders acting unanimously do
                  not direct in writing the Indenture Trustee to the contrary
                  within fifteen days of receipt of notice of such determination
                  by the Indenture Trustee or (C) the Indenture Trustee
                  determines that the Collateral will not continue to provide
                  sufficient funds for the payment of principal of and interest
                  on the Notes as they would have become due if the Notes had
                  not been declared due and payable, and the Indenture Trustee
                  obtains the consent of Noteholders of 66-2/3% of the
                  Outstanding Principal Balance of the Notes. In determining
                  whether to sell or hold the Collateral, the Indenture Trustee
                  may obtain and rely upon an opinion of any Independent
                  investment banking or accounting firm of national reputation
                  in the United States as to the feasibility of such proposed
                  action and as to the sufficiency of the Collateral to
                  discharge in full all amounts then due and unpaid upon the
                  Notes for principal and interest.

         (d)      The method, manner, time, place and terms of any sale of all
or any portion of the Collateral shall be commercially reasonable.

         (e)      The provisions of this Section shall not be construed to
restrict the ability of the Indenture Trustee to exercise any rights and powers
against the Issuer or the Collateral that are vested in the Indenture Trustee by
this Indenture, including, without limitation, the power of the Indenture
Trustee to proceed against the collateral subject to the lien of this Indenture
and to institute judicial proceedings for the collection of any deficiency
remaining thereafter.

         (f)      The purchase price received by the Indenture Trustee in
respect of any sale made in accordance with this Section shall be deemed
conclusive and binding on the parties hereto and the Noteholders and the
proceeds of such sale shall be applied in accordance with Section 8.3(d).

                                   ARTICLE II
                              THE INDENTURE TRUSTEE

         SECTION 6.1. Duties of the Indenture Trustee. (a) If an Event of
Default has occurred and is continuing, the Indenture Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care
and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

         (b)      Except during the continuance of an Event of Default actually
known to a Responsible Officer:

                                       50



                           (i)      the Indenture Trustee undertakes to perform
                  such duties and only such duties as are specifically set forth
                  in this Indenture and no implied covenants or obligations
                  shall be read into this Indenture against the Indenture
                  Trustee; and

                           (ii)     in the absence of bad faith on its part, the
                  Indenture Trustee may conclusively rely, as to the truth of
                  the statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Indenture Trustee and conforming to the requirements of this
                  Indenture; provided, however, in the case of any such
                  certificates or opinions that by any provision hereof are
                  specifically required to be furnished to the Indenture
                  Trustee, the Indenture Trustee shall examine the certificates
                  and opinions to determine whether or not they conform to the
                  requirements of this Indenture.

         (c)      No provision of this Indenture shall be construed to relieve
the Indenture Trustee from liability for its own grossly negligent action, its
own grossly negligent failure to act, or its own willful misconduct, except
that:

                           (i)      this clause (c) does not limit the effect of
                  clause (b) of this Section;

                           (ii)     the Indenture Trustee shall not be liable
                  for any error of judgment made in good faith by a Responsible
                  Officer unless it is proved that the Indenture Trustee was
                  negligent in ascertaining the pertinent facts;

                           (iii)    the Indenture Trustee shall not be liable
                  with respect to any action it takes or omits to take in good
                  faith in accordance with a direction received by it pursuant
                  to this Indenture;

                           (iv)     the Indenture Trustee shall not be charged
                  with knowledge of an Event of Default or Servicer Default
                  unless a Responsible Officer obtains actual knowledge of such
                  event or the Indenture Trustee receives written notice of such
                  event from the Issuer or Note Owners owning Notes aggregating
                  not less than 10% of the Outstanding Principal Balance of the
                  Notes; and

                           (v)      the Indenture Trustee shall have no duty to
                  monitor the performance of the Issuer or its agents, nor shall
                  it have any liability in connection with malfeasance or
                  nonfeasance by the Issuer. The Indenture Trustee shall have no
                  liability in connection with compliance of the Issuer or its
                  agents with statutory or regulatory requirements related to
                  the Loans. The Indenture Trustee shall not make or be deemed
                  to have made any representations or warranties with respect to
                  the Loans or the validity or sufficiency of any assignment of
                  the Loans to the Collateral or the Indenture Trustee.

         (d)      Every provision of this Indenture that in any way relates to
the Indenture Trustee is subject to clauses (a), (b), (c) and (g) of this
Section 6.1.

         (e)      The Indenture Trustee shall not be liable for interest on any
amounts received by it except as the Indenture Trustee may agree in writing with
the Issuer.

                                       51



         (f)      No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers if it shall have reasonable grounds to believe that
repayments of such funds or adequate indemnity satisfactory to it against any
loss, liability or expense is not reasonably assured to it.

         (g)      Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to this Section
and the TIA.

         (h)      The Indenture Trustee:

                           (i)      shall at all times be a "participant" (as
                  such term is defined in the Federal Book-Entry Regulations) in
                  the Federal Reserve System;

                           (ii)     shall, to the extent that any of the Trust
                  Accounts is a Securities Account, comply with all of the
                  obligations of a Securities Intermediary under Article 8 of
                  the UCC with respect thereto; and

                           (iii)    agrees that each item of property including
                  cash received by it for deposit in or credit to a Trust
                  Account, and each investment made by it pursuant to Section
                  8.5 shall constitute and be treated by it as a Financial
                  Asset.

         (i)      No person other than the Indenture Trustee as provided herein
and the Custodian as approved in the Custody and Control Agreement, shall have
"control" (as such term is defined in Section 8-106 of Article 8 of the UCC and
Section 9-401 of Article 9 of the UCC) of any of the Trust Accounts.

         SECTION 6.2. Rights of Indenture Trustee. (a) Subject to the provisions
of Section 6.1:

                           (i)      the Indenture Trustee may conclusively rely
                  and shall be fully protected in acting or refraining from
                  acting upon any resolution, certificate, statement,
                  instrument, opinion, report, notice, request, direction,
                  consent, order, note, debenture, other evidence of
                  indebtedness or other paper or document believed by it to be
                  genuine and to have been signed or presented by the proper
                  party or parties (and the Indenture Trustee need not
                  investigate any fact or matter stated in the document);

                           (ii)     any request or direction or action of the
                  Issuer mentioned herein shall be sufficiently evidenced by an
                  Issuer Order;

                           (iii)    whenever in the administration of this
                  Indenture the Indenture Trustee shall deem it desirable that a
                  matter be proved or established prior to taking, suffering or
                  omitting any action hereunder, the Indenture Trustee (unless
                  other evidence be herein specifically prescribed) may, in the
                  absence of bad faith on its part, conclusively rely upon an
                  Officers' Certificate;

                                       52


                           (iv)     the Indenture Trustee may consult with
                  counsel as to legal matters and the advice or opinion of any
                  such counsel selected by the Indenture Trustee with respect to
                  legal matters relating to this Indenture and the Notes shall
                  be full and complete authorization and protection from
                  liability in respect of any action taken, suffered or omitted
                  by it hereunder in good faith and in reliance thereon;

                           (v)      the Indenture Trustee shall be under no
                  obligation to exercise any of the rights or powers vested in
                  it by this Indenture at the request or direction of any of the
                  Noteholders pursuant to this Indenture, unless such
                  Noteholders shall have offered to the Trustee security or
                  indemnity satisfactory to it against the costs, expenses and
                  liabilities which might be incurred by it in compliance with
                  such request or direction;

                           (vi)     the Indenture Trustee shall not be bound to
                  make any investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, note,
                  debenture, other evidence of indebtedness, or other paper or
                  document, but the Indenture Trustee, in its discretion, may
                  make such further inquiry or investigation into such facts or
                  matters as it may see fit, and, if the Indenture Trustee shall
                  determine to make such further inquiry or investigation, it
                  shall be entitled to examine the books, records and premises
                  of the Issuer, personally or by agent or attorney;

                           (vii)    the Indenture Trustee may execute any of the
                  trusts or powers hereunder or perform any duties hereunder
                  either directly or by or through agents, attorneys, custodians
                  or nominees and the Indenture Trustee shall not be responsible
                  for any misconduct or negligence on the part of any agent,
                  attorney, custodian or nominee appointed with due care by it
                  hereunder;

                           (viii)   the Indenture Trustee shall not be liable
                  for any action it takes or omits to take in good faith which
                  it believes to be authorized or within its rights or powers;
                  provided, however, that the Indenture Trustee's conduct does
                  not constitute willful misconduct, negligence or bad faith;

                           (ix)     the Indenture Trustee shall not be required
                  to give any bond or surety in respect of the performance of
                  its powers and duties hereunder;

                           (x)      the Indenture Trustee shall not be bound to
                  ascertain or inquire as to the performance or observance of
                  any covenants, conditions or agreements on the part of the
                  Issuer;

                           (xi)     the permissive rights of the Indenture
                  Trustee to do things enumerated in this Indenture shall not be
                  construed as a duty and the Indenture Trustee shall not be
                  answerable for other than its gross negligence or willful
                  default; and

                           (xii)    in the event that the Indenture Trustee is
                  also acting as Paying Agent or Note Registrar hereunder, the
                  rights and protections afforded to the

                                       53


                  Indenture Trustee pursuant to this Article VI shall also be
                  afforded to such Paying Agent or Note Registrar.

         (b)      The recitals contained herein and in the Notes, except the
Indenture Trustee's certificates of authentication, shall be taken as the
statements of the Issuer, and the Indenture Trustee assumes no responsibility
for their correctness. The Indenture Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Notes, except to the extent
provided by the Indenture Trustee's certificate of authentication on the Notes.
The Indenture Trustee shall not be accountable for the use or application by the
Issuer of the proceeds of the Notes.

         SECTION 6.3. Individual Rights of the Indenture Trustee. The Indenture
Trustee shall not, in its individual capacity, but may in a fiduciary capacity,
become the owner of Notes or otherwise extend credit to the Issuer. The
Indenture Trustee may otherwise deal with the Issuer or its Affiliates with the
same rights it would have if it were not the Indenture Trustee. Any Paying
Agent, Note Registrar, co-registrar or co-paying agent may do the same with like
rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.13.

         SECTION 6.4. Funds Held in Trust. Funds and investments and other
property held by the Indenture Trustee shall be segregated and held in one or
more Trust Accounts held with the Indenture Trustee hereunder.

         SECTION 6.5. Notice of Defaults. If a Default occurs and is continuing
and is actually known to a Responsible Officer, the Indenture Trustee shall mail
to each Noteholder notice of the Default within 90 days after it occurs. Except
in the case of a Default in payment of principal of or interest on any Note
(including payments pursuant to the mandatory redemption provisions of such
Note), the Indenture Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of Noteholders.

         SECTION 6.6. [Reserved]

         SECTION 6.7. Compensation and Indemnity. The Issuer shall pay to the
Indenture Trustee from time to time reasonable compensation for its services
hereunder as the Issuer and the Indenture Trustee may agree in writing (which
compensation shall not be limited by any law on compensation of a trustee of an
express trust). The Issuer shall reimburse the Indenture Trustee upon its
request, for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Issuer shall indemnify the Indenture Trustee and
its officers, directors, employees and agents and hold them harmless against any
and all loss, liability or expense (including attorneys' fees and disbursements)
incurred by them in connection with the administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of their duties hereunder. The Indenture Trustee shall
notify the Issuer with a copy to the Servicer, promptly of any claim for which
it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer
shall not relieve the

                                       54


Issuer of its obligations hereunder. The Issuer shall defend the claim and the
Indenture Trustee may have separate counsel and the Issuer shall, or shall cause
the Servicer to, pay the fees and expenses of such counsel. The Issuer need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee's own willful
misconduct, negligence or bad faith.

         The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of a Default specified in Section
5.1(iv), the expenses are intended to constitute expenses of administration
under Title 11 of the United States Code or any other applicable Federal or
State bankruptcy, insolvency or similar law.

         SECTION 6.8. Resignation and Removal; Appointment of Successor. No
resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee shall become effective until the acceptance of
appointment by the successor Indenture Trustee pursuant to this Section. The
Indenture Trustee may resign at any time by so notifying the Issuer in writing.
The Noteholders of not less than 66-2/3% of the Outstanding Principal Balance of
the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee
in writing and may appoint a successor Indenture Trustee. The Issuer shall
remove the Indenture Trustee if:

                           (i)      the Indenture Trustee fails to comply with
                  Section 6.11;

                           (ii)     the Indenture Trustee is adjudged a bankrupt
                  or insolvent;

                           (iii)    a receiver or other public officer takes
                  charge of the Indenture Trustee or its property; or

                           (iv)     the Indenture Trustee otherwise becomes
                  incapable of acting.

         If the Indenture Trustee resigns or is removed by the Issuer or if a
vacancy exists in the office of Indenture Trustee for any reason (the Indenture
Trustee in such event being referred to herein as the retiring Indenture
Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture. The successor Indenture Trustee
shall mail a notice of its succession to Noteholders. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Noteholders of not less than a majority of
the Outstanding Principal Balance of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

                                       55


         If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's obligations under Section 6.7 shall continue for the
benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall
have no liability for any act or omission by any successor Trustee.

         SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee. The Indenture
Trustee shall provide the Rating Agencies and the Issuer prior written notice of
any such transaction; provided, that such corporation or banking association
shall be otherwise qualified and eligible under Section 6.11.

         In case at the time such successor(s) by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor trustee hereunder or in the name of
the successor to the Indenture Trustee; and in all such cases such certificates
of authentication shall have the full force and effect to the same extent given
to the certificate of authentication of the Indenture Trustee anywhere in the
Notes or in this Indenture.

         SECTION 6.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Collateral may at the time be located, the Indenture Trustee shall have
the power and may execute and deliver all instruments to appoint one or more
Person(s) to act as co-trustee(s), or separate trustee(s) for the benefit of the
Noteholders, and to vest in such Person(s), in such capacity all rights
hereunder with respect to the Collateral, or any part thereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8.

         (b)      Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                           (i)      all rights, powers, duties and obligations
                  conferred or imposed upon the Indenture Trustee shall be
                  conferred or imposed upon and exercised or performed by the
                  Indenture Trustee and such separate trustee or co-trustee
                  jointly (it being understood that such separate trustee or
                  co-trustee is not authorized to act separately without the
                  Indenture Trustee joining in such act), except to the extent

                                       56


                  that under any law of any jurisdiction in which any particular
                  act(s) are to be performed, the Indenture Trustee shall be
                  incompetent or unqualified to perform such act(s), in which
                  event such rights, powers, duties and obligations (including
                  the holding of rights with respect to the Collateral or any
                  portion thereof in any such jurisdiction) shall be exercised
                  and performed singly by such separate trustee or co-trustee,
                  but solely at the direction of the Indenture Trustee;

                           (ii)     no trustee hereunder shall be personally
                  liable by reason of any act or omission of any other trustee
                  hereunder; and

                           (iii)    the Indenture Trustee may at any time accept
                  the resignation of or remove, in its sole discretion, any
                  separate trustee or co-trustee.

         (c)      Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

         (d)      Any separate trustee or co-trustee may at any time constitute
the Indenture Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

         (e)      The Indenture Trustee shall have no obligation to determine
whether a co-trustee or separate trustee is legally required in any jurisdiction
in which any part of the Collateral may be located.

         SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a) and Section
26(a)(1) of the Investment Company Act of 1940, as amended. There shall at all
times be an Indenture Trustee hereunder which shall (a) be a corporation
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers; (b) have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition; (c) be subject to supervision or examination by federal or state
authority; and (d) at the time of appointment, shall have a long term senior,
unsecured debt rating of "Baa3" or better by Moody's (or, if not rated by
Moody's, a comparable rating by another statistical rating agency). The
Indenture Trustee shall comply with TIA Section 310(b), including the optional
provision permitted by the second sentence of TIA Section 310(b)(9);

                                       57


provided, however, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture(s) under which other securities of the Issuer
are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met.

         If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Indenture Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

         This Indenture shall always have a Trustee who satisfies the
requirements of Section 310(a)(1) of the TIA. The Trustee is subject to the
provisions of Section 310(b) of the TIA regarding disqualification of a trustee
upon acquiring any conflicting interest.

         If a default occurs under this Indenture, and the Indenture Trustee is
deemed to have a conflicting interest as a result of acting as trustee for both
the Class A Notes and the Class B Notes, a successor Indenture Trustee shall be
appointed for one or both of such Classes, so that there will be separate
Indenture Trustees for the Class A Notes and the Class B Notes. No such event
shall alter the voting rights of the Class A Noteholders or Class B Noteholders
under this Indenture or any other Related Document. However, so long as any
amounts remain unpaid with respect to the Class A Notes, only the Indenture
Trustee for the Class A Noteholders will have the right to exercise remedies
under this Indenture (but subject to the express provisions of Section 5.2 and
to the right of the Class B Noteholders to receive their share of any proceeds
of enforcement). Upon repayment of the Class A Notes in full, all rights to
exercise remedies under this Indenture will transfer to the Indenture Trustee
for the Class B Notes.

         In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes, the Issuer, the retiring Indenture
Trustee and the successor Indenture Trustee with respect to such Class of Notes
shall execute and deliver an indenture supplemental hereto wherein the successor
Indenture Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, the successor Indenture Trustee all the rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes of the Class
to which the appointment of such successor Indenture Trustee relates, (ii) if
the retiring Indenture Trustee is not retiring with respect to all Classes of
Notes, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of each Class as to which the
retiring Indenture Trustee is not retiring shall continue to be vested in the
retiring Indenture Trustee, and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Indenture Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Indenture Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Indenture Trustee shall
become effective to the extent provided therein.

                                       58


         SECTION 6.12. Acceptance by Indenture Trustee. The Indenture Trustee
hereby acknowledges the grant of a Lien on the Collateral and the receipt of a
Lien on the assets constituting the Collateral granted by the Issuer hereunder
and declares that the Indenture Trustee, through a custodian, will hold such
Lien on the Collateral granted by the Issuer in trust, for the use and benefit
of all Noteholders subject to the terms and provisions hereof.

         SECTION 6.13. Preferential Collection of Claims Against the Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

         SECTION 6.14. Reports by Indenture Trustee to Noteholders. To the
extent required by the TIA, within 60 days after each October 20 (beginning in
2004), following the date of this Indenture, the Indenture Trustee shall mail to
the Noteholders a brief report dated as of such reporting date that complies
with TIA Section 313(a), if such a report is required pursuant to TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b). The
Indenture Trustee shall also transmit by mail all reports as required by TIA
Section 313(c).

         A copy of each such report required under TIA Section 313 shall, at the
time of such transmission to Noteholders be filed with the Commission and with
each stock exchange or other market system on which the Notes are listed. The
Issuer shall notify the Indenture Trustee in writing if the Notes become listed
on any stock exchange or market trading system.

         SECTION 6.15. Representations and Warranties. The Indenture Trustee
hereby represents that:

                  (a) the Indenture Trustee is duly organized and validly
         existing as a New York banking corporation in good standing under the
         laws of New York with power and authority to own its properties and to
         conduct its business as such properties are currently owned and such
         business is presently conducted;

                  (b) the Indenture Trustee has the power and authority to
         execute and deliver this Indenture and to carry out its terms; and the
         execution, delivery and performance of this Indenture have been duly
         authorized by the Indenture Trustee by all necessary corporate action;

                  (c) the consummation of the transactions contemplated by this
         Indenture and the fulfillment of the terms hereof do not conflict with,
         result in any breach of any of the terms and provisions of, or
         constitute (with or without notice or lapse of time) a default under
         the articles of incorporation or bylaws of the Indenture Trustee or to
         the best of the Indenture Trustee's knowledge, any material agreement
         or other instrument to which the Indenture Trustee is a party or by
         which it is bound; and

                  (d) to the best of the Indenture Trustee's knowledge, there
         are no proceedings or investigations pending or threatened before any
         court, regulatory body, administrative agency or other governmental
         instrumentality having jurisdiction over the Indenture Trustee or its
         properties: (i) asserting the invalidity of this Indenture, (ii)
         seeking to prevent the consummation of any of the transactions
         contemplated by this Indenture or

                                       59


         (iii) seeking any determination or ruling that might materially and
         adversely affect the performance by the Indenture Trustee of its
         obligations under, or the validity or enforceability of, this
         Indenture.

         SECTION 6.16. The Paying Agent. The Issuer hereby appoints the
Indenture Trustee as the initial Paying Agent. All payments of amounts due and
payable with respect to any Notes that are to be made from amounts withdrawn
from the Note Distribution Account pursuant to Section 8.3(b), (c) or (d) or
from the Collection Account pursuant to Section 8.3(a) shall be made on behalf
of the Issuer by the Paying Agent.

         The Paying Agent hereby agrees that subject to the provisions of this
Section, it shall:

                           (i)      hold any sums held by it for the payment of
                  amounts due with respect to the Notes in trust for the benefit
                  of the Persons entitled thereto until such sums shall be paid
                  to such Persons or otherwise disposed of as herein provided
                  and pay such sums to such Persons as herein provided;

                           (ii)     give the Indenture Trustee notice of any
                  default by the Issuer of which it has actual knowledge in the
                  making of any payment required to be made with respect to the
                  Notes;

                           (iii)    at any time during the continuance of any
                  such default, upon the written request of the Indenture
                  Trustee, forthwith pay to the Indenture Trustee any sums so
                  held in trust by such Paying Agent;

                           (iv)     immediately resign as a Paying Agent and
                  forthwith pay to the Indenture Trustee any sums held by it in
                  trust for the payment of Notes if at any time it ceases to
                  meet the standards required to be met by a Paying Agent; and

                           (v)      comply with all requirements of the Code and
                  any applicable State law with respect to the withholding from
                  any payments made by it on any Notes of any applicable
                  withholding taxes imposed thereon and with respect to any
                  applicable reporting requirements in connection therewith.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order, direct any Paying Agent to pay to the Indenture Trustee any sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such sums.

         Subject to applicable laws with respect to escheat of funds, any
amounts held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged from
such trust and be paid to the Issuer on Issuer Request; and the related
Noteholder shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of the amounts so paid to the
Issuer), and all liability of

                                       60


the Indenture Trustee or such Paying Agent with respect to such trust funds
shall thereupon cease; provided, however, that the Indenture Trustee or such
Paying Agent, before being required to make any such repayment, shall at the
expense and direction of the Issuer cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, notice that such funds
remain unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such funds then remaining will be repaid to the Issuer. The Indenture Trustee
shall also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including mailing notice of such
repayment to Noteholders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in amounts due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Noteholder).

         Each Paying Agent (other than the initial Paying Agent) shall be
appointed by Issuer Order with written notice thereof to the Indenture Trustee.
Any Paying Agent appointed by the Issuer shall be a Person who would be eligible
to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall
not appoint any Paying Agent (other than the Indenture Trustee) which is not, at
the time of such appointment, a depository institution or trust company,
including the Indenture Trustee, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "A-1+" by S&P or "Prime-1" by Moody's (or its equivalent).

         SECTION 6.17. Repayment of Amounts Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all funds then held by any Paying Agent other than the Indenture Trustee under
this Indenture with respect to such Notes shall, upon demand of the Issuer, be
paid to the Indenture Trustee to be held and applied according to Section 4.1,
and thereupon such Paying Agent shall be released from all further liability
with respect to such funds.

         SECTION 6.18. Provisions of Swap Agreements. The Issuer has entered
into the Swap Agreements with each of the Swap Counterparties, in a form
satisfactory to the Rating Agencies. The Issuer may, from time to time, enter
into one or more replacement Swap Agreements in the event that any Swap
Agreement is terminated prior to its scheduled expiration pursuant to a Swap
Event of Default or a Swap Termination Event.

         Upon the occurrence of (i) any Swap Event of Default arising from any
action taken, or failure to act, by a Swap Counterparty, or (ii) any Swap
Termination Event (except as described in the following sentence) with respect
to which the Swap Counterparty is an Affected Party (as defined in the
applicable Swap Agreement), the Indenture Trustee may and will, at the direction

                                       61


of the holders of at least 51% of the Outstanding Principal Balance of the Class
A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and
Class B Notes, acting together as a single Class, direct the Issuer to designate
an Early Termination Date (as defined in the applicable Swap Agreement) with
respect to the applicable Swap Agreement and the Issuer shall upon such
direction designate an Early Termination Date. If a Swap Termination Event
occurs (i) as a result of the insolvency or bankruptcy of the Issuer or any Swap
Counterparty or (ii) because the Issuer or any Swap Counterparty becomes subject
to registration as an "investment company" under the Investment Company Act of
1940, the Indenture Trustee will direct the Issuer to designate an Early
Termination Date and the Issuer shall upon such direction designate an Early
Termination Date pursuant to the related Swap Agreement.

         No Swap Counterparty shall have any voting rights or rights to exercise
any remedies under this Indenture until after the Outstanding Principal Balance
of the Notes has been reduced to zero and the Noteholders have been paid all
mounts owed to them under this Indenture. After the Outstanding Principal
Balance of the Notes has been reduced to zero and the Noteholders have been paid
all amount owed to them under this Indenture, each Swap Counterparty shall have
all of the rights and obligations, including all voting rights, of the
Noteholders set forth in this Indenture. Such voting rights shall be exercisable
at any time by each Swap Counterparty based upon the relative notional amount
outstanding under each Swap Agreement at such time.

                                  ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Indenture
Trustee: (a) not more than five days after the earlier of: (i) each Record Date
and (ii) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Noteholders as of such Record Date, and (b) at such other times as the Indenture
Trustee may request in writing, within 30 days after receipt by the Issuer of
any such request, a list of similar form and content as of a date not more than
10 days prior to the time such list is furnished; provided, however, that so
long as the Indenture Trustee is the Note Registrar, no such list shall be
required to be furnished.

         SECTION 7.2. Preservation of Information; Communications to
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in
Section 7.1 and the names and addresses of Noteholders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in Section 7.1 upon receipt of a new list so
furnished.

         (b)      Three or more Noteholders, or one or more Noteholder(s)
evidencing at least 25% of the Outstanding Principal Balance of the Notes, may
communicate pursuant to TIA Section 312(b) with other Noteholders with respect
to their rights under this Indenture or under the Notes.

         (c)      The Issuer, the Indenture Trustee and the Note Registrar shall
have the protection of TIA Section 312(c).

                                       62


         SECTION 7.3. Reports by Issuer. (a) The Issuer shall:

                  (i)      file with the Indenture Trustee, within 15 days after
         the Issuer is required to file the same with the Commission, copies of
         the annual reports and of the information, documents and other reports
         (or copies of such portions of any of the foregoing as the Commission
         may from time to time by rules and regulations prescribe) that the
         Issuer may be required to file with the Commission pursuant to Section
         13 or 15(d) of the Securities Exchange Act or, if the Issuer is not
         required to file with the Commission information, documents or reports
         pursuant to either Section 13 or Section 15(d) of the Securities
         Exchange Act, then the Issuer will file with the Indenture Trustee and
         with the Commission, in accordance with rules and regulations
         prescribed by the Commission, such of the supplementary and period
         information, documents and reports required pursuant to securities
         exchange as may be prescribed in such rules and regulations;

                  (ii)     file with the Commission, in accordance with the
         rules and regulations prescribed from time to time by the Commission,
         such additional information, documents and reports with respect to
         compliance by the Issuer with the conditions and covenants of this
         Indenture (with a copy of any such filings being delivered promptly to
         the Indenture Trustee); and supply to the Indenture Trustee (and the
         Indenture Trustee shall transmit by mail to all Noteholders described
         in TIA Section 313(c)) such summaries of any information, documents and
         reports required to be filed by the Issuer pursuant to clauses (i) and
         (ii) as may be required by the rules and regulations prescribed from
         time to time by the Commission.

         Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall end on December 31 of each year.

         SECTION 7.4. De-Listing of Definitive Notes. If as of the beginning of
any fiscal year for the Issuer (other than fiscal year 2003), the Definitive
Notes are held (directly or, in the case of Book Entry Notes held through the
Clearing Agency) by less than 300 Noteholders and/or Clearing Agency
participants having accounts with the Clearing Agency, the Issuer shall, in
accordance with the Exchange Act and the rules and regulations promulgated
thereunder, timely file a Form 15 with respect to the Issuer suspending all
reporting requirements under the Securities Exchange Act.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.1. Collection of Amounts Due. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all sums and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such amounts received by it as provided in this
Indenture. Amounts properly withdrawn by the Issuer pursuant to Section 8.3 of
this Indenture shall be deemed released from the Collateral and the security
interest therein granted to the Indenture

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Trustee, and the Issuer shall in no event thereafter be required to refund any
such withdrawn amounts. To the extent there are uninvested amounts deposited in
any of the Trust Accounts (as defined below), the Issuer shall invest all such
amounts in Permitted Investments selected by the Issuer that mature no later
than the immediately succeeding Transfer Date preceding the following Payment
Date.

         SECTION 8.2. Trust Accounts. (a) On or prior to the Closing Date, the
Issuer covenants to have established and shall thereafter maintain the following
accounts with the Indenture Trustee (the "Trust Accounts"), which accounts shall
be Eligible Deposit Accounts:

                           (i)      Collection Account;

                           (ii)     Note Distribution Account; and

                           (iii)    Liquidity Account.

         (b)      If any Trust Account is a Securities Account, such Trust
Account will be maintained in accordance with the Custody and Control Agreement.

         (c)      If any Trust Account is a Deposit Account: (i) If, at any
time, any such Trust Account ceases to be an Eligible Deposit Account, the
Issuer shall within 10 Business Days (or such longer period, not to exceed 30
calendar days, as to which each Rating Agency may consent) establish a new Trust
Account as an Eligible Deposit Account and shall transfer any cash and/or any
investments held in the no-longer Eligible Deposit Account to such new Trust
Account; and

                           (ii)     the Issuer and Indenture Trustee agree, as
                  security for the Issuer's obligations under this Indenture,
                  that:

                           (A)      any Trust Account Property that constitutes,
                  or is held through or in, a Deposit Account shall be, or shall
                  be held through or in, an Eligible Deposit Account
                  continuously identified in the deposit bank's books and
                  records as subject to a security interest of the Indenture
                  Trustee and, except as maybe expressly provided herein to the
                  contrary, in order to perfect the security interest of the
                  Indenture Trustee in accordance with Section 9.104 of the UCC,
                  the Indenture Trustee shall have the power to direct
                  disposition of the funds in such Deposit Account without
                  further consent by the Issuer; provided, however, that prior
                  to delivery by the Indenture Trustee to the Issuer of notice
                  otherwise, the Issuer shall have the right to direct the
                  disposition of funds in such Deposit Account; provided,
                  further that the Indenture Trustee agrees that it will not
                  deliver such notice or exercise its power to direct
                  disposition of the funds in such Deposit Account until an
                  Event of Default has occurred; and

                           (B)      all Permitted Investments and other
                  investments shall be held by the Custodian in accordance with
                  the Custody and Control Agreement and shall be subject to the
                  Indenture Trustee's security interest in such Trust Property.

                                       64

         SECTION 8.3. Priority of Payments. (a) On each Payment Date prior to an
Event of Default and acceleration of the Notes, from Available Amounts and other
amounts on deposit in the Collection Account, payments shall be made in the
following order of priority:

                           (i)      to the Indenture Trustee, amounts payable to
                  the Indenture Trustee pursuant to Section 6.7 of the Indenture
                  for the related Collection Period, provided that, except after
                  the occurrence and during the continuance of an Event of
                  Default, the aggregate amounts payable other than in respect
                  of fees shall not exceed $75,000 during any calendar year;

                           (ii)     to the Administrator, the Administration Fee
                  and all unpaid Administration Fees from prior Collection
                  Periods in accordance with the Administration Agreement;

                           (iii)    to the applicable Swap Counterparty any Swap
                  Payments Outgoing in accordance with the applicable Swap
                  Agreement;

                           (iv)     to pay with the same priority and ratably in
                  proportion to the Outstanding Principal Balance of the Class A
                  Notes and the amount of any Swap Termination Payment due and
                  payable by the Issuer to the applicable Swap Counterparty:

                                    (1)      to the Note Distribution Account,
                           the Monthly Interest Amount Payable on the Class A
                           Notes; and

                                    (2)      to the applicable Swap
                           Counterparty, any Swap Termination Payments payable
                           to the applicable Swap Counterparty upon the
                           termination of the applicable Swap Agreement;
                           provided that if any amounts allocable to the Class A
                           Notes are not needed to pay interest due on such
                           Class A Notes as of such Payment Date, such amounts
                           will be applied to pay the portion, if any, of any
                           Swap Termination Payment remaining unpaid;

                           (v)      to the Note Distribution Account, the
                  Monthly Interest Amount Payable on the Class B Notes;

                           (vi)     to the Note Distribution Account, the Class
                  A Monthly Principal Payable Amount;

                           (vii)    to the Note Distribution Account, the Class
                  B Monthly Principal Payable Amount;

                           (viii)   to the Note Distribution Account, any
                  Reallocated Principal;

                           (ix)     to the Note Distribution Account, 50% of the
                  Excess Spread Amount, if any; and

                                       65


                           (x)      to the Liquidity Account the amount, if any,
                  necessary to cause the balance on deposit in the Liquidity
                  Account to equal the Specified Liquidity Account Balance;

                           (xi)     to the Indenture Trustee, any amounts
                  payable to the Indenture Trustee pursuant to Section 6.7 of
                  the Indenture to the extent not previously reimbursed; and

                           (xii)    to the Issuer, the remaining balance, if
                  any.

         (b)      On each Payment Date prior to an Event of Default and
acceleration of the Notes, funds on deposit in the Note Distribution Account
shall be paid in the following order of priority:

                           (i)      to the Class A-1 Noteholders, Class A-2
                  Noteholders, Class A-3 Noteholders, and the Class A-4
                  Noteholders, an amount equal to the Monthly Interest Amount
                  Payable in respect of the Class A-1 Notes, Class A-2 Notes,
                  Class A-3 Notes, and Class A-4 Notes for the Interest Accrual
                  Period immediately preceding such Payment Date, together with
                  any such amounts that accrued in respect of prior Interest
                  Accrual Periods for which no payment was previously made;
                  provided, that if the Available Amounts remaining to be paid
                  pursuant to this clause are less than the full amount required
                  to be so paid, such remaining Available Amounts shall be
                  allocable to the Holders of the Class A-1 Notes, Class A-2
                  Notes, Class A-3 Notes and the Class A-4 Notes pro rata based
                  upon the aggregate amount of interest due to each class;

                           (ii)     to the Class B Noteholders, the Monthly
                  Interest Amount Payable in respect of the Class B Notes;
                  provided, that if the Available Amounts remaining to be paid
                  pursuant to this clause are less than the full amount required
                  to be so paid, such remaining Available Amounts shall be paid
                  to the Holders of Class B Notes pro rata based on their
                  respective entitlement pursuant to this clause;

                           (iii)    to the Class A-1 Noteholders, the Class A
                  Monthly Principal Payable Amount;

                           (iv)     to the Class B Noteholders, the Class B
                  Monthly Principal Payable Amount; and

                           (v)      to the Class A-1 Noteholders, the
                  Reallocated Principal and 50% of the Excess Spread Amount, if
                  any, until the Outstanding Principal Balance of the Class A-1
                  Notes has been reduced to zero.

         (c)      On any Payment Date prior to an Event of Default and
acceleration of the Notes after the Outstanding Principal Balance of the Class
A-1 Notes has been reduced to zero, notwithstanding clauses (iii) through (v) of
Section 8.3(b), payments in respect of principal on the Notes will be paid by
transferring funds on deposit in the Note Distribution Account in the following
order of priority:

                                       66


                  (A)      To the Class A Noteholders, the Class A Monthly
         Principal Payable Amount in the following order of priority:

                           (i)      to the Class A-2 Noteholders, until the
                  Outstanding Principal Balance of the Class A-2 Notes has been
                  reduced to zero;

                           (ii)     to the Class A-3 Noteholders, until the
                  Outstanding Principal Balance of the Class A-3 Notes has been
                  reduced to zero; and

                           (iii)    to the Class A-4 Noteholders, until the
                  Outstanding Principal Balance of the Class A-4 Notes has been
                  reduced to zero.

                  (B)      To the Class B Noteholders, the Class B Monthly
         Principal Payable Amount;

                  (C)      Any Reallocated Principal will be paid in the
         following order of priority:

                           (i)      to the Class A-2 Noteholders until the
                  Outstanding Principal Balance of the Class A-2 Notes have been
                  reduced to zero;

                           (ii)     to the Class A-3 Noteholders until the
                  Outstanding Principal Balance of the Class A-3 Notes have been
                  reduced to zero; and

                           (iii)    to the Class A-4 Noteholders until the
                  Outstanding Principal Balance of the Class A-4 Notes has been
                  reduced to zero.

                  (D)      50% of the Excess Spread Amount will be paid in the
         following order of priority:

                           (i)      to the Class A-2 Noteholders until the
                  Outstanding Principal Balance of the Class A-2 Notes has been
                  reduced to zero;

                           (ii)     to the Class A-3 Noteholders until the
                  Outstanding Principal Balance of the Class A-3 Notes has been
                  reduced to zero;

                           (iii)    to the Class A-4 Noteholders until the
                  Outstanding Principal Balance of the Class A-4 Notes has been
                  reduced to zero; and

                           (iv)     to the Class B Noteholders.

         (d)      Following an Event of Default and acceleration of the Notes,
after the payment to the Servicer of any accrued and unpaid servicing fees and
reimbursement of any Servicing Advances, any capital contributions made to the
Issuer under the Issuer Variable Funding Certificate and Available Amounts will
be applied in the following order of priority, at the date or dates fixed by the
Indenture Trustee and, in case of the distribution of the entire amount due on
account of principal or interest, upon presentation of the Notes and surrender
thereof:

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                           (i)      to pay the Indenture Trustee, for all
                  amounts due under Section 6.7;

                           (ii)     to pay the Administrator, all accrued and
                  unpaid Administration Fees;

                           (iii)    to pay the applicable Swap Counterparty any
                  Swap Payments Outgoing;

                           (iv)     to pay with the same priority and ratably in
                  proportion to the Outstanding Principal Balance of the Class A
                  Notes and the amount of any Swap Termination Payment due and
                  payable by the Issuer to the applicable Swap Counterparty:

                                    (A)      the Monthly Interest Amount Payable
                           on each class of Class A Notes during the prior
                           Interest Accrual Period, plus any amount of interest
                           on the Class A Notes that was not paid when due (and,
                           to the extent permitted by law, any interest on that
                           unpaid amount); and

                                    (B)      any Swap Termination Payments
                           payable to the applicable Swap Counterparty due under
                           the applicable Swap Agreement; provided that if any
                           amounts allocable to the Class A Notes are not needed
                           to pay interest due on such Class A Notes as of such
                           payment date, such amounts will be applied to pay the
                           portion, if any, of any Swap Termination Payment
                           remaining unpaid;

                           (v)      to the Class A Noteholders pro rata in
                  respect of principal until the Class A Noteholders are paid in
                  full; and

                           (vi)     to pay the Monthly Interest Amount Payable
                  on the Class B Notes during the prior interest period, plus
                  any amount of interest on the Class B Notes that was not paid
                  when due (and, to the extent permitted by law, any interest on
                  that unpaid amount)

                           (vii)    to the Class B Noteholders in respect of
                  principal until the Class B Noteholders are paid in full;

                           (viii)   to the Issuer the remaining balance, if any.

         (e)      The Indenture Trustee may fix a special record date and
special payment date for any payment to Noteholders pursuant to this Section. At
least 15 days before such special record date, the Issuer shall mail to each
Noteholder and the Indenture Trustee a notice that states the special record
date, the special payment date and the amount to be paid.

         (f)      All Class A Notes issued under this Indenture shall be in all
respects equally and ratably entitled to the benefits hereof without preference,
priority or distinction on account of the

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actual time or times of authentication and delivery, all in accordance with the
terms and provisions of this Indenture. Payments of principal and interest on
the Class A Notes shall be made in accordance with the priorities set forth in
this Section 8.3.

         (g)      All Class B Notes issued under this Indenture shall be in all
respects equally and ratably entitled to the benefits hereof without preference,
priority or distinction on account of the actual time or times of authentication
and delivery, all in accordance with the terms and provisions of this Indenture.
Payments of principal and interest on the Class B Notes shall be made pro rata
among all Outstanding Class B Notes, without preference or priority of any kind.

         SECTION 8.4. Reports. On each Determination Date, the Issuer shall, or
shall cause the Servicer to, provide to the Indenture Trustee (with a copy to
the Rating Agencies), for the Indenture Trustee to forward to each Noteholder of
record, a statement substantially in the form of Exhibit C setting forth at
least the following information as to each Class of the Notes to the extent
applicable:

                           (i)      the Class A Monthly Principal Payable Amount
                  and the Class B Monthly Principal Payable Amount;

                           (ii)     the Monthly Interest Amount Payable for each
                  Class of Notes;

                           (iii)    the Pool Balance as of the opening of
                  business on the first day of the Collection Period in which
                  such Determination Date occurs;

                           (iv)     the aggregate Outstanding Principal Balance
                  and the Note Pool Factor for each Class of Notes after giving
                  effect to payments allocated to principal reported under
                  clause (i) above;

                           (v)      the amount of the Servicing Fee paid to the
                  Servicer with respect to the preceding Collection Period;

                           (vi)     the amount of the Administration Fee paid to
                  the Administrator in respect of the preceding Collection
                  Period;

                           (vii)    the aggregate outstanding principal balance
                  of any Loans that become Liquidated Loans for such Collection
                  Period;

                           (viii)   the portion of the outstanding principal
                  balance written off in respect of Loans that became Defaulted
                  Loans; and

                           (ix)     the aggregate Purchase Amounts for Loans, if
                  any, that were repurchased or purchased in such Collection
                  Period.

         Each amount set forth pursuant to clauses (i), (ii), (iii), (v) and
(vi) shall be expressed as a dollar amount per $1,000 of original principal
balance of such Note.

         In addition, the Issuer shall, or shall cause, a copy of (i) the
Servicer's certificate referred to in Section 2.7, (ii) the Officer's
Certificate referred to in Section 2.8(a) or 2.8(b) and (iii) the

                                       69


report of certified public accountants referred to in Section 2.9, in each case,
of the Servicing Agreement to be sent to the Rating Agencies and the Indenture
Trustee. A copy of such Servicer's certificate, such Officer's Certificate and
such report may be obtained by any Noteholder by a request in writing to the
Issuer addressed to the Corporate Trust Office.

         SECTION 8.5. General Provisions Regarding Accounts. (a) Funds on
deposit in the Trust Accounts shall be invested or reinvested by the Issuer in
Permitted Investments selected by the Issuer. All Investment Earnings on funds
on deposit in the Trust Accounts shall be deemed to constitute a portion of the
Available Amounts. Other than as permitted by the Rating Agencies, funds on
deposit in the Trust Accounts shall be invested in Permitted Investments that
will mature so that such funds will be available at the close of business on the
Transfer Date preceding the following Payment Date; provided, however, that
funds on deposit in Trust Accounts may be invested in Permitted Investments of
the entity serving as Indenture Trustee that may mature so that such funds will
be available on the date prior to the Payment Date. Funds deposited in a Trust
Account on the Transfer Date that precedes a Payment Date upon the maturity of
any Permitted Investments are not required to be invested overnight.

         (b)      The Issuer shall ensure that, in connection with any
investment of any funds or any sale of any investment held in any of the Trust
Accounts, the Lien granted to the Indenture Trustee and perfected in such Trust
Account will continue to be perfected in such investment or the proceeds of such
sale, in either case without any further action by any Person, and, in
connection with any direction to the Indenture Trustee to make any such
investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver or cause to be delivered to the Indenture Trustee an Opinion of Counsel
to such effect.

         (c)      The Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in any of the Trust Accounts resulting from any loss
on any Permitted Investment included therein, except for losses attributable to
the Indenture Trustee's failure to make payments on such Permitted Investments
issued by the Indenture Trustee, in its commercial capacity as principal obligor
and not as trustee, in accordance with their terms. The Indenture Trustee shall
have no liability in respect of losses incurred as a result of the liquidation
of any Permitted Investment prior to its stated maturity.

         (d)      (i) If a Default or Event of Default shall have occurred and
be continuing with respect to the Notes but the Notes shall not have been
declared due and payable pursuant to Section 5.2, or, (ii) if the Notes shall
have been declared due and payable following an Event of Default, but amounts
collected or receivable from the Collateral are being applied in accordance with
Section 8.3(d) as if there had not been such a declaration; then the Issuer
shall, to the fullest extent practicable, invest and reinvest funds in the Trust
Accounts in the Permitted Investments identified in clause (d) of the definition
of Permitted Investments.

         SECTION 8.6. Release of Collateral. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when
required by this Indenture shall, execute instruments to release property from
the Lien of this Indenture, or convey the Indenture Trustee's interest in the
same, in a manner and under circumstances that are not inconsistent with this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as

                                       70


provided in this Article shall be bound to ascertain the Indenture Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any funds.

         (b)      The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section
6.7 have been paid, release any remaining portion of the Collateral that secured
the Notes and Swap Agreements from the Lien of this Indenture.

         (c)      The Indenture Trustee shall release property from the Lien of
this Indenture pursuant to this Section only upon receipt of an Issuer Request
requesting such release accompanied by an Officers' Certificate, an Opinion of
Counsel and (if required by the TIA) Independent Certificates in accordance with
TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

         SECTION 8.7. Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.6(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, as a condition to such action, an
Opinion of Counsel stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of this Indenture; provided, however,
that such Opinion of Counsel shall not be required to express an opinion as to
the fair value of the Collateral. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.1. Supplemental Indentures Without Consent of Noteholders and
Swap Counterparties. Without the consent of the Noteholders and Swap
Counterparties but with prior written notice to the Rating Agencies, the Issuer
and the Indenture Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto
(which shall conform to the TIA as in force at the date of the execution
thereof), in form satisfactory to the Indenture Trustee, for any of the
following purposes:

         (a)      to correct or amplify the description of any property at any
time subject to the Lien of this Indenture, or better to assure, convey and
confirm unto the Indenture Trustee a Lien on any property subject or required to
be subjected to the Lien of this Indenture, or to subject to the Lien of this
Indenture additional property;

         (b)      to evidence the succession, in compliance with the applicable
provisions hereof, of another Person to the Issuer, and the assumption by any
such successor of the covenants of the Issuer herein and in the Notes;

         (c)      to add to the covenants of the Issuer, for the benefit of the
Noteholders and the Swap Counterparties, or to surrender any right or power
herein conferred upon the Issuer;

                                       71


         (d)      to mortgage or pledge any property to or with the Indenture
Trustee;

         (e)      to replace the Variable Funding Certificates with another form
of credit enhancement; provided, the Rating Agency Condition is satisfied;

         (f)      to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture that may be inconsistent with any other
provision herein or in any supplemental indenture or to make any other
provisions with respect to matters or questions arising under this Indenture or
in any supplemental indenture; provided, that such action shall not materially
adversely affect the interests of the Noteholders or the Swap Counterparties;

         (g)      to evidence and provide for the acceptance of the appointment
hereunder by a successor or additional trustee with respect to the Notes or any
class thereof and to add to or change any of the provisions of this Indenture as
shall be necessary to facilitate the administration of the trusts hereunder by
more than one trustee, pursuant to the requirements of Article VI; or

         (h)      to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the TIA or under any similar Federal statute hereafter
enacted and to add to this Indenture such other provisions as may be expressly
required by the TIA.

         The Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.

         SECTION 9.2. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with
prior written notice to the Rating Agencies and with the consent of the
Noteholders evidencing not less than a majority of the Outstanding Principal
Balance of the Notes, by Act of such Noteholders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Noteholders under this Indenture; provided, however, that no such
supplemental indenture shall, as evidenced by an Officer's Certificate of the
Issuer delivered to the Indenture Trustee, adversely affect in any material
respect the interests of a Swap Counterparty, without the consent of such Swap
Counterparty affected thereby; and, provided further, that no such supplemental
indenture shall, as evidenced by an Officer's Certificate of the Issuer
delivered to the Indenture Trustee, adversely affect in any material respect the
interests of a Noteholder, without the consent of such Noteholder affected
thereby:

         (a)      change the date of payment of any installment of principal of
or interest on any Note, or reduce the principal amount thereof, the interest
rate thereon or the Redemption Price with respect thereto, change the provisions
of this Indenture relating to the application of collections on, or the proceeds
of the sale of, the Collateral to the payment of principal of or interest on the
Notes, or change any place of payment where, or the coin or currency in which,
any Note or the interest thereon is payable, or impair the right to institute
suit for the

                                       72


enforcement of the provisions of this Indenture requiring the application of
funds available therefor, as provided in Article V, to the payment of any such
amount due on or after the respective due dates thereof (or, in the case of
redemption, on or after the Redemption Date);

         (b)      reduce the percentage of the Outstanding Principal Balance,
the consent of the Noteholders of which is required for any such supplemental
indenture, or the consent of the Noteholders of which is required for any waiver
of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture;

         (c)      modify or alter the provisions of the proviso to the
definition of "Outstanding";

         (d)      reduce the percentage of the Outstanding Principal Balance
required to direct the Indenture Trustee to direct the Issuer to sell or
liquidate the Collateral pursuant to Section 5.2;

         (e)      modify any provision of this Section except to increase any
percentage specified herein or to provide that certain additional provisions of
this Indenture or the Related Documents cannot be modified or waived without the
consent of the Noteholder of each Outstanding Note affected thereby;

         (f)      modify any of the provisions of this Indenture in such manner
as to affect the calculation of the amount of any payment of interest or
principal due on any Note on any Payment Date (including the calculation of any
of the individual components of such calculation) or to affect the rights of the
Noteholders to the benefit of any provisions for the mandatory redemption of the
Notes contained herein; or

         (g)      permit the creation of any Lien ranking prior to or on a
parity with the Lien of this Indenture with respect to any part of the
Collateral or, except as otherwise permitted or contemplated herein, terminate
the Lien of this Indenture on any property at any time subject hereto or deprive
any Noteholder of the security provided by the Lien of this Indenture.

         It shall not be necessary for any Act of the Noteholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof. The
manner of obtaining such consents (and any other consents of Noteholders
provided for in this Indenture or in any other Related Document) and of
evidencing the authorization of the execution thereof by Noteholders shall be
subject to such reasonable requirements as the Indenture Trustee may provide.

         Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Indenture Trustee shall
mail to the Noteholders to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         SECTION 9.3. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and,
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon,

                                       73


an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Indenture Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise.

         SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with
respect to the Notes and Swap Agreements affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities
under this Indenture of the Indenture Trustee, the Issuer, the Swap
Counterparties and the Noteholders shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

         SECTION 9.5. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

         SECTION 9.6. Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the TIA as then in effect so
long as this Indenture shall then be qualified under the TIA.

                                   ARTICLE X
                               REDEMPTION OF NOTES

         SECTION 10.1. Redemption. The Notes are subject to redemption in whole,
but not in part, on or after any Payment Date on which the aggregate Pool
Balance (calculated as of the end of the related Collection Period) first
becomes less than 10% of the Pool Balance as of the Cut-off Date and for a
purchase price equal to the Redemption Price; provided, however, that the Issuer
has available funds sufficient to pay the Redemption Price following the
exercise by the Purchaser of the clean up call set forth in Section 6.1 of the
Purchase and Sale Agreement. The Issuer shall furnish the Rating Agencies notice
of such redemption. If such Notes are to be redeemed pursuant to this Section,
the Issuer shall furnish notice of such election to the Indenture Trustee not
later than 25 days prior to the Redemption Date and the Issuer shall deposit in
the Note Distribution Account the Redemption Price of the Notes to be redeemed.

         SECTION 10.2. Form of Redemption Notice. Notice of redemption under
Section 10.1 shall be given by the Issuer by first-class mail, postage prepaid,
mailed not less than five days prior to the applicable Redemption Date to each
Noteholder, as of the close of business on the

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Record Date preceding the applicable Redemption Date, at such Noteholder's
address appearing in the Note Register.

         All notices of redemption shall state:

                           (i)      the Redemption Date;

                           (ii)     the Redemption Price;

                           (iii)    the place where such Notes are to be
                  surrendered for payment of the Redemption Price (which shall
                  be the office or agency of the Issuer to be maintained as
                  provided in Section 3.2); and

                           (iv)     the CUSIP numbers of the Notes being
                  redeemed.

         Failure to give notice of redemption, or any defect therein, to any
Noteholder shall not impair or affect the validity of the redemption of any
other Note.

         SECTION 10.3. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption pursuant to this
Article, become due and payable on the Redemption Date at the Redemption Price
and (unless the Issuer shall default in the payment of the Redemption Price) no
interest shall accrue on the Redemption Price for any period after the date to
which accrued interest is calculated for purposes of calculating the Redemption
Price.

                                   ARTICLE XI
                                  MISCELLANEOUS

         SECTION 11.1. Compliance Certificates and Opinions, etc. (a) Upon any
written application or request (or oral application with prompt written or
telecopied confirmation) by the Issuer to the Indenture Trustee to take any
action under this Indenture, other than any request that (i) the Indenture
Trustee authenticate the Notes specified in such request, or (ii) the Indenture
Trustee pay amounts due and payable to the Issuer hereunder to the Issuer's
assignee specified in such request, the Issuer shall furnish to the Indenture
Trustee: (1) an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with, (2) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (3)
(if required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the applicable requirements of this Section, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by this Indenture, no additional
certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (w)      a statement that each signatory of such certificate
         or opinion has read or has caused to be read such covenant or condition
         and the definitions herein relating thereto;

                                       75


                  (x)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (y)      a statement that, in the opinion of each such
         signatory, such signatory has made (or has caused to be made) such
         examination or investigation as is necessary to enable such signatory
         to express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                  (z)      a statement as to whether, in the opinion of each
         such signatory, such condition or covenant has been complied with.

         (b)      (i) Prior to the deposit of any Collateral or other property
or securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the Lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officers'
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.

                           (ii)     Whenever the Issuer is required to furnish
                  to the Indenture Trustee an Officers' Certificate described in
                  clause (i), the Issuer shall also deliver to the Indenture
                  Trustee an Independent Certificate as to the same matters if
                  the fair value to the Issuer of the Collateral or other
                  property or securities to be so deposited and of all other
                  such Collateral or other property or securities released from
                  the Lien of this Indenture since the commencement of the
                  then-current fiscal year of the Issuer, as set forth in the
                  certificates required by clause (i) and this clause (ii),
                  equals 10% or more of the Outstanding Principal Balance of the
                  Notes, but such certificate need not be furnished with respect
                  to any Collateral or other property or securities so deposited
                  if the fair value thereof to the Issuer as set forth in the
                  related Officers' Certificate is less than $1,000,000 or less
                  than one percent of the then Outstanding Principal Balance of
                  the Notes.

                           (iii)    Other than with respect to property as
                  contemplated by clause (v), whenever any Collateral or other
                  property or securities are to be released from the Lien of
                  this Indenture, the Issuer shall also furnish to the Indenture
                  Trustee an Officers' Certificate certifying or stating the
                  opinion of each person signing such certificate as to the fair
                  value (within 90 days of such release) of the Collateral or
                  other property or securities proposed to be released and
                  stating that in the opinion of such person the proposed
                  release will not impair the security under this Indenture in
                  contravention of the provisions hereof.

                           (iv)     Whenever the Issuer is required to furnish
                  to the Indenture Trustee an Officers' Certificate described in
                  clause (iii), the Issuer shall also deliver to the Indenture
                  Trustee an Independent Certificate as to the same matters if
                  the fair value to the Issuer of the Collateral or other
                  property or securities and of all other such Collateral or
                  other property, other than property as contemplated by

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                  clause (v), or securities released from the Lien of this
                  Indenture since the commencement of the then-current fiscal
                  year of the Issuer, as set forth in the certificates required
                  by clause (iii) and this clause (iv), equals 10% or more of
                  the Outstanding Principal Balance of the Notes, but such
                  certificate need not be furnished in the case of any release
                  of Collateral or other property or securities if the fair
                  value thereof to the Issuer as set forth in the related
                  Officers' Certificate is less than $1,000,000 or less than one
                  percent of the then Outstanding Principal Balance of the
                  Notes.

                           (v)      Notwithstanding Section 2.9 or any other
                  provision of this Section, the Issuer may, without compliance
                  with the requirements of the other provisions of this Section:
                  (A) collect, liquidate, sell or otherwise dispose of Loans and
                  Equipment as and to the extent permitted or required by the
                  Related Documents and (B) make cash payments out of the Trust
                  Accounts as and to the extent permitted or required by the
                  Related Documents so long as the Issuer shall deliver to the
                  Indenture Trustee every six months, commencing March 15, 2004,
                  an Officers' Certificate of the Issuer stating that all such
                  dispositions of Collateral that occurred since the execution
                  of the previous such Officers' Certificate (or for the first
                  such Officers' Certificate, since the Closing Date) were in
                  the ordinary course of the Issuer's business and that the
                  proceeds thereof were applied in accordance with the Related
                  Documents.

         SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate, opinion or
representations with respect to the matters upon which his certificate or
opinion is based is/are erroneous. Any such certificate of an Authorized Officer
or Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers
of the Seller, the Servicer, the Purchaser, the Issuer or the Administrator,
Managing Member, stating that the information with respect to such factual
matters is in the possession of the Seller, the Servicer, the Purchaser, the
Issuer or the Administrator, Managing Member, as applicable, unless such
Authorized Officer or counsel knows, or in the exercise of reasonable care
should know, that the certificate, opinion or representations with respect to
such matters is/are erroneous. Any Opinion of Counsel may be based on the
written opinion of other counsel, in which event such Opinion of Counsel shall
be accompanied by a copy of such other counsel's opinion and shall include a
statement to the effect that such counsel believes that such counsel and the
Indenture Trustee may reasonably rely upon the opinion of such other counsel.

                                       77


         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Where any Person is required or permitted to make, give or execute two
or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

         Whenever in this Indenture, in connection with any application,
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

         SECTION 11.3. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instrument(s) of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when
such instrument(s) are delivered to the Indenture Trustee, and, where it is
hereby expressly required, to the Issuer. Such instrument(s) (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Noteholders signing such instrument(s). Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section. At any time the Notes of any Class are maintained on Book-Entry
Notes, any reference in this Indenture to an Act of Noteholders or a Noteholder
or Noteholders representing a specified portion of the Outstanding Principal
Balance of the Notes or such Class of Notes shall be deemed to refer to an Act
of Note Owners or a Note Owner or Note Owners holding such specified portion of
the Outstanding Principal Balance of the Notes or Class, as the case may be.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Indenture Trustee deems sufficient.

         (c)      The ownership of Notes shall be proved by the Note Register.

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         (d)      Any request, demand, authorization, direction, notice,
consent, waiver or Act by the Noteholder shall bind every Noteholder issued upon
the registration of the related Note, in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.

         (e)      By accepting the Notes issued pursuant to this Indenture, each
Noteholder irrevocably appoints the Indenture Trustee hereunder as the special
attorney-in-fact for such Noteholder vested with full power on behalf of such
Noteholder to effect and enforce the rights of such Noteholder and the revisions
pursuant hereto for the benefit of such Noteholder; provided that nothing
contained in this Section shall be deemed to confer upon the Indenture Trustee
any duty or power to vote on behalf of the Noteholders with respect to any
matter on which the Noteholders have a right to vote pursuant to the terms of
this Indenture.

         SECTION 11.4. Notices, etc., to the Indenture Trustee, Issuer and
Rating Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders, or other documents provided or permitted by this
Indenture, shall be in writing and, if such request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders is to be made upon,
given or furnished to or filed with:

         (a)      the Indenture Trustee by any Noteholder or by the Issuer,
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Indenture Trustee at its Corporate Trust Office,
or

         (b)      the Issuer by the Indenture Trustee or by any Noteholder,
shall be sufficient for every purpose hereunder if in writing and mailed,
first-class, postage prepaid, to the Issuer addressed to: GE Commercial
Equipment Financing LLC, Series 2003-1, in care of General Electric Capital
Corporation, 44 Old Ridgebury Road, Danbury, CT 06810, Attention: Capital
Markets Operations, and to GECC, as Administrator, 44 Old Ridgebury Road,
Danbury, CT 06810, Attention: General Counsel, or at any other address
previously furnished in writing to the Indenture Trustee by the Issuer or the
Administrator. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Trustee shall be in writing, personally delivered or
mailed by certified mail, return receipt requested, to their respective
addresses set forth in Section 8.1 of the Servicing Agreement.

         SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event or the mailing of any report to
Noteholders, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid or
certified mail return receipt requested, or sent by private courier or confirmed
telecopy to each Noteholder affected by such event or to whom such report is
required to be mailed, at its address as it appears on the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice or the mailing of such report. In any case where
notice or report to Noteholders is given by mail, neither the failure to mail
such notice or report nor any defect in any notice or report so mailed to any
particular Noteholder shall affect the sufficiency of such notice or report with
respect to other Noteholders,

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and any notice that is mailed in the manner herein provided shall conclusively
be presumed to have been duly given.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to mail or send notice to
Noteholders, in accordance with Section 11.5, of any event or any report to
Noteholders when such notice or report is required to be delivered pursuant to
any provision of this Indenture, then such notification or delivery as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

         Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or
Event of Default.

         SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Noteholder providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such
Noteholder, that is different from the methods provided for in this Indenture or
the Notes for such payments or notices. The Issuer will furnish to the Indenture
Trustee a copy of each such agreement and the Indenture Trustee will cause
payments to be made and notices to be given in accordance with such agreements.

         SECTION 11.7. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents of the
Indenture Trustee, whether so expressed or not.

         SECTION 11.8. Severability. Any provision of this Indenture or the
Notes that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or of the
Notes, as applicable, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         SECTION 11.9. Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Noteholders, the Swap Counterparties,
any other party secured hereunder and any other Person with an ownership
interest in any part of the Collateral, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

         SECTION 11.10. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next Business Day

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with the same force and effect as if made on the date on which nominally due,
and no interest shall accrue for the period from and after any such nominal
date.

         SECTION 11.11. Governing Law. (a) THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER
CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES
OF AMERICA. THIS INDENTURE IS SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS
AMENDED, AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.

         (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 LENDER FROM BRINGING SUIT OR TAKING
OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE BORROWER
COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER SECURED OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER. 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
11.4 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH
PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES
MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF
ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

         (c)      BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY

                                       81



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 11.12. Counterparts. This Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         SECTION 11.13. Recording of Indenture. If this Indenture is subject to
recording in any public recording offices, such recording is to be effected by
the Issuer and, at its expense, accompanied by an Opinion of Counsel (which may
be counsel to the Indenture Trustee or any other counsel reasonably acceptable
to the Indenture Trustee) to the effect that such recording is necessary either
for the protection of the Noteholders or any other Person secured hereunder or
for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.

         SECTION 11.14. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Swap
Counterparties, Managing Member or the Indenture Trustee on the Notes, the Swap
Agreements, or under this Indenture or any certificate or other writing
delivered in connection herewith or therewith, against: (i) the Indenture
Trustee or Managing Member in their individual capacities, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
officer, director, employee or agent of: (a) the Indenture Trustee or Managing
Member in their individual capacities, (b) any owner of a beneficial interest in
the Issuer, Managing Member or the Indenture Trustee or (c) of any successor or
assign of the Indenture Trustee or Managing Member in their individual
capacities, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and Managing Member have no such
obligations in their individual capacities) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity.

         SECTION 11.15. Communication by Noteholders with Other Noteholders.
Noteholders may communicate, pursuant to TIA Section 312(b), with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Issuer, the Indenture Trustee, the Note Registrar and all other parties shall be
entitled to rely on and shall have the protection of TIA Section 312(c).

         SECTION 11.16. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies

                                       82



and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuer's affairs, finances and
accounts with the Issuer's officers, employees and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested for the purpose of reviewing or evaluating the financial condition or
affairs of the Issuer or the performance or compliance with the covenants and
undertakings of the Issuer under this Indenture, the Purchase and Sale Agreement
or any of the other documents referred to herein or therein. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information; provided, however, that the foregoing shall not be construed to
prohibit: (i) disclosure of any and all information that is or becomes publicly
known, or information obtained by the Indenture Trustee from sources other than
the Issuer or its agents, (ii) disclosure of any and all information: (A) if
required to do so by any applicable statute, law, rule or regulation, (B) to any
government agency or regulatory or self-regulatory body having or claiming
authority to regulate or oversee any aspects of the Indenture Trustee's business
or that of its Affiliates, (C) pursuant to any subpoena, civil investigative
demand or similar demand or request of any court, regulatory authority,
arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any
officer, director, employee or shareholder thereof is subject, (D) in any
preliminary or final offering circular or prospectus, registration statement or
contract or other document pertaining to the transactions contemplated by this
Indenture and approved in advance by the Issuer or (E) to any Affiliate,
independent or internal auditor, agent, employee or attorney of the Indenture
Trustee having a need to know the same; provided, that the Indenture Trustee
advises such recipient of the confidential nature of the information being
disclosed and such recipient agrees to keep such information confidential, (iii)
any other disclosure authorized by the Issuer or (iv) disclosure to the other
parties to the transactions contemplated by the Related Documents.

         SECTION 11.17. Agents of Issuer. The Indenture Trustee hereby
acknowledges that it has been advised that any agent of the Issuer may act on
behalf of the Issuer hereunder for purposes of all consents, amendments, waivers
and other actions permitted or required to be taken, delivered or performed by
the Issuer, and the Indenture Trustee agrees that any such action taken by an
agent on behalf of the Issuer shall satisfy the Issuer's obligations hereunder.

         SECTION 11.18. Survival of Representations and Warranties. The
representations, warranties and certificate of the Issuer made in this Indenture
or in any certificate or other writing delivered by the Issuer pursuant hereto
shall survive the authentication and delivery of the Notes hereunder.

         SECTION 11.19. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by the TIA, such required provision
shall control.

         The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

         SECTION 11.20. Subordination. The Issuer and each Noteholder by
accepting a Note acknowledge and agree that such Note represents indebtedness of
the Issuer and does not represent an interest in any assets (other than the
Collateral) of the Purchaser (including by virtue

                                       83



of any deficiency claim in respect of obligations not paid or otherwise
satisfied from the Collateral and proceeds thereof). In furtherance of and not
in derogation of the foregoing, to the extent the Purchaser enters into other
securitization transactions, the Issuer as well as each Noteholder by accepting
a Note acknowledge and agree that it shall have no right, title or interest in
or to any assets (or interests therein) (other than the Collateral) conveyed or
purported to be conveyed by the Purchaser to another securitization vehicle or
other Person or Persons in connection therewith (whether by way of a sale,
capital contribution or by virtue of the granting of a lien) ("Other Assets").
To the extent that, notwithstanding the agreements and provisions contained in
the preceding sentences of this subsection, the Issuer or any Noteholder either
(i) asserts an interest or claim to, or benefit from, Other Assets, whether
asserted against or through the Purchaser or any other Person owned by the
Purchaser, or (ii) 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 Federal Bankruptcy Code or any successor provision having
similar effect under the Bankruptcy Code), and whether deemed asserted against
or through the Purchaser or any other Person owned by the Purchaser, then the
Issuer and each Noteholder by accepting a Note 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 Purchaser which, under the terms of the relevant
documents relating to the securitization of such Other Assets, are entitled to
be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distribution or application
under applicable law, including insolvency laws, and whether asserted against
the Purchaser or any other Person owned by the Purchaser), 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. Each Noteholder further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 11.20 and the terms of this Section 11.20 may be enforced by an
action for specific performance.

                                       84



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers duly authorized as of the day and
year first above written.

                                       GE COMMERCIAL EQUIPMENT FINANCING
                                       LLC, SERIES 2003-1

                                       BY:  CEF EQUIPMENT HOLDING, L.L.C.,
                                       its Managing Member

                                       By:___________________________________
                                       Name:
                                       Title:

                                       JPMORGAN CHASE BANK,
                                       not in its individual capacity but solely
                                       as Indenture Trustee

                                       By:___________________________________
                                          Name:
                                          Title:



                                                                     EXHIBIT A-1
                                                                    to Indenture

                            FORM OF CLASS A [ ] NOTES

REGISTERED                                                      $____________(1)

No. R-___                                           CUSIP NO. __________________

         Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

                           [___]% CLASS A [____] NOTES

         GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, a limited
liability company duly organized and existing under the laws of the State of
Delaware (including any successor, the "Issuer"), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
_________________________ DOLLARS ($___________), partially payable on each
Payment Date in an amount equal to the Class A Monthly Principal Payable Amount;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the [___________] Payment Date and the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture. The Issuer
will pay interest on this Note at the rate per annum shown above, on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof. Interest will be computed on the basis of the actual number

__________________

1        Denominations of $[____] and in greater whole-dollar denominations in
         excess thereof.

                                      A-1-1



of days in the Interest Accrual Period and a 360 day year. Such principal of and
interest on this Note shall be paid in the manner specified in the Indenture.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or be valid
or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  [____________]

                                       GE COMMERCIAL EQUIPMENT FINANCING
                                       LLC, SERIES 2003-1

                                       By: CEF Equipment Holding, L.L.C.
                                       its Managing Member

                                       By:___________________________________
                                          Name:______________________________
                                          Title:_____________________________

                                      A-1-2



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Dated:  [____________]

         [___________________], not in its individual capacity but solely as
Indenture Trustee.

By:_____________________________
   Authorized Signatory

                                      A-1-3



                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [____]% Class A [____] Notes (herein called the "Class A
[____] Notes" or the "Notes"), all issued under an Indenture dated as of
[____________] (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and [___________________], not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are not otherwise defined herein and
that are defined in this Indenture shall have the meanings assigned to them in
or pursuant to this Indenture.

         The Class A Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in this Indenture.

         The Issuer shall pay interest on overdue installments of interest at
the Class A Interest Rate to the extent lawful.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer or the Indenture Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against: (i)
the Indenture Trustee or the Managing Member in their individual capacities,
(ii) any owner of a beneficial interest in the Issuer or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of: (a) the Indenture
Trustee or the Managing Member in their individual capacities, (b) any holder of
a beneficial interest in the Issuer, the Managing Member or the Indenture
Trustee or of (c) any successor or assign of the Indenture Trustee or the
Managing Member in their individual capacities, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

         It is the intent of the Issuer, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other tax
measured in whole or in part by income, the Notes will qualify as indebtedness
of the Issuer. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and
to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

                                      A-1-4



         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Related Documents, neither [___________________], in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Indenture Trustee for the sole purposes of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Noteholder by the acceptance
hereof, and each Note Owner by the acceptance of a beneficial interest herein,
each agrees that, except as expressly provided in the Related Documents, in the
case of an Event of Default under the Indenture, the Noteholder and Note Owner
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.

                                      A-1-5



                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________, attorney, to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:  _____________                         _______________________________ */

         Signature Guaranteed:

         ________________________________________

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in STAMP or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.

_________________________

*/       NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular without alteration, enlargement or any change whatsoever.

                                      A-1-6



                                                                     EXHIBIT A-2
                                                                    to Indenture

                              FORM OF CLASS B NOTES

REGISTERED                                                      $______________2

No. R-___                                           CUSIP NO. __________________

         Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

                              [___]% CLASS B NOTES

         GE COMMERCIAL EQUIPMENT FINANCING LLC, Series 2003-1, a limited
liability company [business trust] duly organized and existing under the laws of
the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of _________________________ DOLLARS ($___________), partially
payable on each Payment Date in an amount equal to the Class B Monthly Principal
Payable Amount for the Class B Notes; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
[____________] Payment Date and the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. The Issuer will pay interest on this Note at the rate per
annum shown above, on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from the most recent Payment Date on which interest has been paid to but
excluding the

__________________

2        Denominations of $[_____] and in greater whole-dollar denominations in
         excess thereof.

                                      A-2-1



then current Payment Date or, if no interest has yet been paid, from the date
hereof. Interest will be computed on the basis of the actual number of days in
the Interest Accrual Period and a 360 day year. Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or be valid
or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  [____________]

                                       GE COMMERCIAL EQUIPMENT FINANCING
                                       LLC, SERIES 2003-1

                                       By: CEF Equipment Holding, L.L.C.
                                       its Managing Member

                                       By:___________________________________
                                          Name:______________________________
                                          Title:_____________________________

                                      A-2-2



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Dated:  [____________]

                                    [___________________], not in its individual
                                    capacity but solely as Indenture Trustee

                                    By:_________________________________________
                                       Authorized Signatory

                                      A-2-3



                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [___]% Class B Notes (herein called the "B Notes" or the
"Notes"), all issued under an Indenture dated as of [____________] (such
Indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and [___________________], not in its individual capacity but
solely as trustee (the "Indenture Trustee", which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

         Class B Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture and are
subordinated to the Class A Notes to the extent provided in the Indenture.

         The Issuer shall pay interest on overdue installments of interest at
the Class B Interest Rate to the extent lawful.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer or the Indenture Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against: (i)
the Indenture Trustee or the Managing Member in their individual capacities,
(ii) any owner of a beneficial interest in the Issuer or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of: (a) the Indenture
Trustee or the Managing Member in their individual capacities, (b) any holder of
a beneficial interest in the Issuer, the Managing Member or the Indenture
Trustee or of (c) any successor or assign of the Indenture Trustee or the
Managing Member in their individual capacities, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

         It is the intent of the Issuer, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other tax
measured in whole or in part by income, the Notes will qualify as indebtedness
of the Issuer. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and
to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

                                      A-2-4



         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Related Documents, neither [___________________], in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Indenture Trustee for the sole purposes of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Noteholder, by the acceptance
hereof, and each Note Owner by the acceptance of a beneficial interest herein,
each agrees that, except as expressly provided in the Related Documents, in the
case of an Event of Default under the Indenture, the Noteholder and Note Owner
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.

                                      A-2-5



                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________, attorney, to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated: _____________                          _______________________________ */
       Signature Guaranteed:

       ________________________________________

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in STAMP or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.

______________________

*/       NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular without alteration, enlargement or any change whatsoever.

                                      A-2-6



                                                                       EXHIBIT B
                                                                    to Indenture

                    FORM OF SECTION 3.9 OFFICERS' CERTIFICATE

____________,                                                              _____

[_________________]
[______________________]
[______________________]

Attention:  [___________________]

         Pursuant to Section 3.9 of the Indenture, dated as of [__________] (the
"Indenture"), between GE COMMERCIAL EQUIPMENT FINANCING, LLC, Series 2003-1 (the
"Issuer") and JPMORGAN CHASE BANK, as Indenture Trustee, the undersigned hereby
certify that:

                           (i)      a review of the activities of the Issuer
                  during the previous fiscal year and of performance under the
                  Indenture has been made under the supervision of the
                  undersigned; and

                           (ii)     to the best knowledge of the undersigned,
                  based on such review, the Issuer has complied with all
                  conditions and covenants under the Indenture throughout such
                  year. [or, if there has been a default in the compliance of
                  any such condition or covenant, this certificate is to specify
                  each such default known to the undersigned and the nature and
                  status thereof]

                                       GE COMMERCIAL EQUIPMENT FINANCING
                                       LLC, SERIES 2003-1

                                       By: CEF Equipment Holding, L.L.C.
                                       its Managing Member

                                       By: _____________________________________
                                           Name:________________________________
                                           Title:_______________________________

                                       B-1



                                                                       EXHIBIT C
                                                                    to Indenture

             Form of Noteholder's Statement Pursuant to Section 8.4

Payment Date:

AMOUNT OF PRINCIPAL BEING PAID ON NOTES:

Class A-1 Notes:           ($_______ per $1,000 original principal amount)

Class A-2 Notes:           ($_______ per $1,000 original principal amount)

Class A-3 Notes:           ($_______ per $1,000 original principal amount)

Class A-4 Notes:           ($_______ per $1,000 original principal amount)

Class B Notes:             ($_______ per $1,000 original principal amount)

AMOUNT OF INTEREST BEING PAID IN NOTES:

Class A-1 Notes:           ($_______ per $1,000 original principal amount)

Class A-2 Notes:           ($_______ per $1,000 original principal amount)

Class A-3 Notes:           ($_______ per $1,000 original principal amount)

Class A-4 Notes:           ($_______ per $1,000 original principal amount)

Class B Notes:             ($_______ per $1,000 original principal amount)

POOL BALANCE AT END OF THE PRECEDING COLLECTION PERIOD:

AFTER GIVING EFFECT TO DISTRIBUTIONS ON THIS PAYMENT DATE:

         (2)      Outstanding Principal Balance of Class A-1 Notes:

         (3)      Outstanding Principal Balance of Class A-2 Notes:

         (4)      Outstanding Principal Balance of Class A-3 Notes:

                                       C-1



         (5)      Outstanding Principal Balance of Class A-4 Notes:

         (6)      Outstanding Principal Balance of Class B Notes:

         (7)      Class A-1 Note Pool Factor:

         (8)      Class A-2 Note Pool Factor:

         (9)      Class A-3 Note Pool Factor:

         (10)     Class A-4 Note Pool Factor:

         (11)     Class B Note Pool Factor:

(ii)     Amount of Servicing Fee:           ($_______ per $1,000 original
                                            principal amount)

(iii)    Amount of Servicer Advances:       ($_______ per $1,000 original
                                            principal amount)

(iv)     Amount of Administration Fee:      ($_______ per $1,000 original
                                            principal amount)

(v)      Aggregate amount of outstanding principal balance of Loans that become
         Liquidated Loans for the Collection Period:

(vi)     Aggregate amount of the portion of the outstanding principal balance of
         Loans written off in respect of Loans that became Defaulted Loans for
         such Collection Period:

(vii)    Aggregate Purchase Amounts for the Collection Period:

(x)      [______________________]

Attention: [________________________]

                                       C-2



                                   SCHEDULE 1
                                  to Indenture

              PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the
Indenture, to induce the Indenture Trustee to enter into the Indenture, the
Issuer hereby represents, warrants, and covenants to Indenture Trustee on behalf
of the Noteholders as to itself as follows, on the Closing Date:

                                     General

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

         2.       The Loans 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 Issuer has taken all steps necessary to perfect its
security interest against the Purchaser in the property securing the Loans that
constitute chattel paper.

                                    Creation

         4.       The Issuer owns and has good and marketable title to the Loans
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 Issuer has caused or will have caused, within ten days
after the effective date of the Indenture, 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 Loans
from Purchaser to the Issuer, and the security interest in the Loans granted to
the Indenture Trustee 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
Indenture Trustee.".

         6.       With respect to Loans 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 Indenture Trustee has received a
         written acknowledgment from the custodian that the custodian is holding
         such instruments or tangible chattel paper to effect the Indenture
         Trustee's security interest therein; or

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

         7.       With respect to the Trust Accounts and all subaccounts that
constitute deposit accounts the Issuer has delivered to the Indenture Trustee a
fully executed agreement pursuant to which the bank maintaining the deposit
accounts has agreed to comply with all instructions originated by the Indenture
Trustee directing disposition of the funds in the Trust Accounts without further
consent by the Issuer.

                                    Priority

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

         9.       Survival of Perfection Representations. Notwithstanding any
other provision of the Indenture or any other Related Document, the Perfection
Representations contained in this Schedule shall be continuing, and remain in
full force and effect until such time as all Notes under the Indenture have been
finally and fully paid and performed.

         10.      No Waiver. The parties to the Indenture: (i) shall not,
without obtaining a confirmation of the then-current rating of the Notes, 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, without obtaining a confirmation of the then-current rating of
the Notes (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.      Issuer to Maintain Perfection and Priority. The Issuer
covenants that, in order to evidence the interests of the Issuer and the
Indenture Trustee under this Agreement, the Issuer shall or shall cause the
Servicer to, take such action, or 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 Indenture Trustee) to
maintain and perfect, as a first priority interest, the Indenture Trustee's
security interest in the Collateral. The Issuer shall cause the Servicer to,
from time to time and within the time limits established by law, prepare and
present to the Indenture Trustee for the Indenture Trustee to authorize (based
in reliance on the Opinion

                                   Schedule 1

                                        2



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 Indenture Trustee's security interest in the Collateral as a
first-priority interest (each a "Filing"). The Issuer shall cause the Servicer
to, present each such Filing to the Indenture Trustee together with (x) an
Opinion of Counsel to the effect that such Filing is (i) consistent with grant
of the security interest to the Indenture Trustee pursuant to the Granting
Clause of this Indenture, (ii) satisfies all requirements and conditions to such
Filing in this Indenture 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
Issuer's signature authorizing the Servicer to effect such Filing under the
Uniform Commercial Code without the signature of the Issuer where allowed by
applicable law.

                                   Schedule 1

                                        3

EX-4.H

                                                                    Exhibit 4(h)

                            ADMINISTRATION AGREEMENT

                                     between

              GE Commercial Equipment Financing LLC, Series 2003-1,
                                    as Issuer

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                as Administrator

                         Dated as of September 25, 2003



                                TABLE OF CONTENTS



                                                                                  PAGE
                                                                               
1.    Duties Of The Administrator ..........................................        1
2.    Records ..............................................................        6
3.    Compensation .........................................................        6
4.    Additional Information To Be Furnished To The Issuer .................        6
5.    Independence Of The Administrator ....................................        6
6.    No Joint Venture .....................................................        6
7.    Other Activities Of The Administrator ................................        6
8.    Term Of Agreement; Resignation And Removal Of The Administrator ......        6
9.    Action Upon Termination, Resignation Or Removal ......................        8
10.   Notices ..............................................................        8
11.   Amendments ...........................................................        9
12.   Successors And Assigns ...............................................        9
13.   Governing Law ........................................................        9
14.   Other Interpretive Matters ...........................................       10
15.   Headings .............................................................       11
16.   Counterparts .........................................................       11
17.   Severability .........................................................       11
18.   Not Applicable To The Administrator In Other Capacities ..............       11
19.   Limitation Of Liability Of The Managing Member .......................       11
20.   Indemnification ......................................................       11


                                      -i-



         ADMINISTRATION AGREEMENT dated as of September 25, 2003, between GE
Commercial Equipment Financing LLC, Series 2003-1, a Delaware limited liability
company (the "Issuer"), and General Electric Capital Corporation, a Delaware
corporation, as administrator (the "Administrator").

                                    RECITALS

         WHEREAS, the Issuer is issuing: (a) One-Month LIBOR - 0.04% Class A-1
Notes, One-Month LIBOR + 0.07% Class A-2 Notes, One-Month LIBOR + 0.09% Class
A-3 Notes, One-Month LIBOR + 0.12% Class A-4 Notes (together, the "Class A
Notes") and One-Month LIBOR + 0.43% Class B Notes (the "Class B Notes," and,
together with the Class A Notes, the "Notes") pursuant to the Indenture, dated
as of the date hereof (as amended and supplemented from time to time in
accordance with the provisions thereof, the "Indenture"), between the Issuer and
the Indenture Trustee (capitalized terms used herein and not otherwise defined
herein are defined in the Indenture);

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

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

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

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

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

         1.       Duties of the Administrator.

         (a)      Duties with Respect to the Indenture. The Administrator, on
behalf of the Issuer, shall perform the administrative duties of the Issuer
under the Indenture. In addition, the Administrator, on behalf of the Issuer,
shall consult with the Indenture Trustee regarding the duties of the Issuer and
the Indenture Trustee under the Indenture. The Administrator, on behalf



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

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

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

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

                  (iv)     the maintenance of an office at the Corporate Trust
         Office, for registration of transfer or exchange of Notes (Section
         3.2);

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

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

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

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

                  (ix)     the delivery of the Opinion of Counsel on the Closing
         Date and the annual delivery of Opinions of Counsel, in accordance with
         Section 3.6 of the Indenture, as to the Collateral, and the annual
         delivery of the Officers' Certificate and certain other statements, in
         accordance with Section 3.9 of the Indenture, as to compliance with the
         Indenture (Sections 3.7 and 3.9);

                                                       Administration Agreement

                                      -2-



                  (x)      upon a consolidation or merger of the Issuer, the
         delivery to the Indenture Trustee of an Officer's Certificate and an
         Opinion of Counsel in accordance with Section 3.9 of the Indenture
         (Section 3.9(l));

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

                  (xii)    the preparation and obtaining of documents and
         instruments required for the release of the Issuer from its obligations
         under the Indenture (Section 3.11(b));

                  (xiii)   the delivery of notice to the Indenture Trustee of
         each Event of Default and each default by the Servicer of its
         obligations under the Servicing Agreement and each default of the
         Transferor under the Purchase and Sale Agreement (Section 3.12);

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

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

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

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

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

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

                  (xx)     the opening of one or more accounts in the Issuer's
         name, the preparation of Issuer Orders, Officers' Certificates and
         Opinions of Counsel and all other actions necessary with respect to
         investment and reinvestment of funds in the Trust Accounts (Sections
         8.2 and 8.5);

                                                        Administration Agreement

                                      -3-


                  (xxi)    the preparation of an Issuer Request and Officers'
         Certificate and the obtaining of an Opinion of Counsel and Independent
         Certificates, if necessary, for the release of the Collateral as
         defined in the Indenture (Sections 8.6 and 8.7);

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

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

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

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

                  (xxvi)   the preparation and delivery of Officers'
         Certificates and the obtaining of Independent Certificates, if
         necessary, for the release of property from the lien of the Indenture
         (Section 11.1(b));

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

                  (xxviii) the recording of the Indenture, if applicable
         (Section 11.13).

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

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

                                                        Administration Agreement

                                      -4-


                  (iii)    Notwithstanding anything in this Agreement or the
         Related Documents to the contrary, the Administrator shall be
         responsible for performance of the duties of the Managing Member set
         forth in Sections 8.2 and 8.3of the Limited Liability Company Agreement
         with respect to, among other things, accounting and reports to members;
         provided, however, that the Managing Member shall retain responsibility
         for the distribution of the Schedule K-1s necessary to enable each
         member to prepare its Federal and State income tax returns.

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

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

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

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

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

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

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

                                                        Administration Agreement

                                      -5-



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

                           (E)      the removal of the Indenture Trustee.

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

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

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

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

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

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

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

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

                                                        Administration Agreement

                                      -6-



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

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

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

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

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

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

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

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

                                                        Administration Agreement

                                      -7-



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

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

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

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

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

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

         (a)      if to the Issuer, to:

                           GE Commercial Equipment Financing LLC, Series 2003-1
                           c/o General Electric Capital Corporation
                           44 Old Ridgebury Road
                           Danbury, Connecticut 06810
                           Attention: Capital Markets Operations

         (b)      if to the Administrator, to:

                           General Electric Capital Corporation,
                           as Administrator
                           44 Old Ridgebury Road
                           Danbury, Connecticut 06810
                           Attention: General Counsel
                           Telephone: 203/796-1000
                           Facsimile: 203/796-1313

                                                        Administration Agreement

                                      -8-


         (c)      if to the Indenture Trustee, to:

                           JPMorgan Chase Bank
                           4 New York Plaza, 6th Floor
                           New York, New York
                           Attention: Institutional Trust Services Structured
                           Finance

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

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

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

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

         (b)      EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM
PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT

                                                        Administration Agreement

                                      -9-


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 LENDER
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE BORROWER COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER
SECURED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
THE LENDER. 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 11.1 AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS
AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.

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

         14.      Other Interpretive Matters. All terms defined directly or by
incorporation in this Agreement shall have the defined meanings when used in any
document delivered pursuant thereto unless otherwise defined therein. For
purposes of this Agreement, unless the context otherwise requires: (a)
accounting terms not otherwise defined herein and accounting terms partly
defined herein to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles; and unless
otherwise provided, references to any month, quarter or year refer to a fiscal
month, quarter or year as determined in accordance with the GE Capital fiscal
calendar; (b) references to any amount as on deposit or outstanding on any
particular date means such amount at the close of business on such day; (c) the
words "hereof,"

                                                        Administration Agreement

                                      -10-


"herein" and "hereunder" and words of similar import refer to this Agreement as
a whole and not to any particular provision of this Agreement; (d) references to
any Section, Schedule or Exhibit are references to Sections, Schedules and
Exhibits in or to this Agreement, and references to any paragraph, subsection,
clause or other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or
definition; (e) the term "including" means "including without limitation"; (f)
references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (g) references to
any agreement refer to that agreement as from time to time amended, restated or
supplemented or as the terms of such agreement are waived or modified in
accordance with its terms; (h) references to any Person include that Person's
successors and assigns; and (i) headings are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision
hereof.

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

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

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

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

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

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

                                                        Administration Agreement

                                      -11-


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

                                    GE COMMERCIAL EQUIPMENT FINANCING LLC,
                                      SERIES 2003-1

                                    By: CEF Equipment Holding, L.L.C.,
                                    its Managing Member

                                    By: ________________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Administrator

                                    By: ________________________________________
                                        Name: __________________________________
                                        Title: _________________________________

Accepted and agreed:

CEF EQUIPMENT HOLDING, L.L.C.,
     not in its individual capacity but
     solely as Managing Member under
     the Limited Liability Company Agreement

By: ________________________________________
    Name: __________________________________
    Title: _________________________________

                                                        Administration Agreement

                                      -12-

EX-4.I

                                                                    Exhibit 4(i)

(MULTICURRENCY--CROSS BORDER)

                                 [ISDA(R) LOGO]

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                      dated as of September 25,2003 between

  GE COMMERCIAL EQUIPMENT             AND            DEUTSCHE BANK AG, NEW YORK
FINANCING LLC, SERIES 2003-1                                  BRANCH
       ("PARTY A")                                          ("PARTY B")

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.       INTERPRETATION

(a)      DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      INCONSISTENCY. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purposes of the relevant Transaction.

(c)      SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.       OBLIGATIONS

(a)      GENERAL CONDITIONS.

         (i)      Each party will make each payment or delivery specified in
         each Confirmation to be made by it, subject to the other provisions of
         this Agreement.

         (ii)     Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

         (iii)    Each obligation of each party under Section 2(a)(i) is subject
         to (1) the condition precedent that no Event of Default or Potential
         Event of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination Date
         in respect of the relevant Transaction has occurred or been effectively
         designated and (3) each other applicable condition precedent specified
         in this Agreement.



(b)      CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      NETTING. If on any date amounts would otherwise be payable:--

         (i)     in the same currency; and

         (ii)   in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)      DEDUCTION OR WITHHOLDING FOR TAX.

         (i) GROSS-UP. All payments under this Agreement will be made without
         any deduction or withholding for or on account of any Tax unless such
         deduction or withholding is required by any applicable law, as modified
         by the practice of any relevant governmental revenue authority, then in
         effect. If a party is so required to deduct or withhold, then that
         party ("X") will:--

                  (1)      promptly notify the other party ("Y") of such
                  requirement;

                  (2)      pay to the relevant authorities the full amount
                  required to be deducted or withheld (including the full amount
                  required to be deducted or withheld from any additional amount
                  paid by X to Y under this Section 2(d)) promptly upon the
                  earlier of determining that such deduction or withholding is
                  required or receiving notice that such amount has been
                  assessed against Y;

                  (3)      promptly forward to Y an official receipt (or a
                  certified copy), or other documentation reasonably acceptable
                  to Y, evidencing such payment to such authorities; and

                  (4)      if such Tax is an Indemnifiable Tax, pay to Y, in
                  addition to the payment to which Y is otherwise entitled under
                  this Agreement, such additional amount as is necessary to
                  ensure that the net amount actually received by Y (free and
                  clear of Indemnifiable Taxes, whether assessed against X or Y)
                  will equal the full amount Y would have received had no such
                  deduction or withholding been required. However, X will not be
                  required to pay any additional amount to Y to the extent that
                  it would not be required to be paid but for:--

                           (A)      the failure by Y to comply with or perform
                           any agreement contained in Section 4(a)(i), 4(a)(iii)
                           or 4(d); or

                           (B)      the failure of a representation made by Y
                           pursuant to Section 3(f) to be accurate and true
                           unless such failure would not have occurred but for
                           (I) any action taken by a taxing authority, or
                           brought in a court of competent jurisdiction, on or
                           after the date on which a Transaction is entered into
                           (regardless of whether such action is taken or
                           brought with respect to a party to this Agreement) or
                           (II) a Change in Tax Law.

                                                                    ISDA(R) 1992

                                       2


         (ii)     LIABILITY. IF:--

                  (1)      X is required by any applicable law, as modified by
                  the practice of any relevant governmental revenue authority,
                  to make any deduction or withholding in respect of which X
                  would not be required to pay an additional amount to Y under
                  Section 2(d)(i)(4);

                  (2)      X does not so deduct or withhold; and

                  (3)      a liability resulting from such Tax is assessed
                  directly against X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the amount
         of such liability (including any related liability for interest, but
         including any related liability for penalties only if Y has failed to
         comply with or perform any agreement contained in Section 4(a)(i),
         4(a)(iii) or 4(d)).

(e)      DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)      BASIC REPRESENTATIONS.

         (i)      STATUS. It is duly organised and validly existing under the
         laws of the jurisdiction of its organisation or incorporation and, if
         relevant under such laws, in good standing;

         (ii)     POWERS. It has the power to execute this Agreement and any
         other documentation relating to this Agreement to which it is a party,
         to deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it has
         under any Credit Support Document to which it is a party and has taken
         all necessary action to authorise such execution, delivery and
         performance;

         (iii)    NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment of
         any court or other agency of government applicable to it or any of its
         assets or any contractual restriction binding on or affecting it or any
         of its assets;

         (iv)     CONSENTS. All governmental and other consents that are
         required to have been obtained by it with respect to this Agreement or
         any Credit Support Document to which it is a party have been obtained
         and are in full force and effect and all conditions of any such
         consents have been complied with; and

         (v)      OBLIGATIONS BINDING. Its obligations under this Agreement and
         any Credit Support Document to which it is a party constitute its
         legal, valid and binding obligations, enforceable in accordance with
         their respective terms (subject to applicable bankruptcy,
         reorganisation, insolvency, moratorium or similar laws affecting
         creditors' rights generally and subject, as to enforceability, to
         equitable principles of general application (regardless of whether
         enforcement is sought in a proceeding in equity or at law)).

                                                                    ISDA(R) 1992

                                       3


(b)      ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)      PAYER TAX REPRESENTATION. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)      PAYEE TAX REPRESENTATIONS. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

         (i)      any forms, documents or certificates relating to taxation
         specified in the Schedule or any Confirmation;

         (ii)     any other documents specified in the Schedule or any
         Confirmation; and

         (iii)    upon reasonable demand by such other party, any form or
         document that may be required or reasonably requested in writing in
         order to allow such other party or its Credit Support Provider to make
         a payment under this Agreement or any applicable Credit Support
         Document without any deduction or withholding for or on account of any
         Tax or with such deduction or withholding at a reduced rate (so long as
         the completion, execution or submission of such form or document would
         not materially prejudice the legal or commercial position of the party
         in receipt of such demand), with any such form or document to be
         accurate and completed in a manner reasonably satisfactory to such
         other party and to be executed and to be delivered with any reasonably
         required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)      MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

(c)      COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)      TAX AGREEMENT. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)      PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

                                                                    ISDA(R) 1992

                                       4


organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      EVENTS OF DEFAULT. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

         (i)      FAILURE TO PAY OR DELIVER. Failure by the party to make, when
         due, any payment under this Agreement or delivery under Section 2(a)(i)
         or 2(e) required to be made by it if such failure is not remedied on or
         before the third Local Business Day after notice of such failure is
         given to the party;

         (ii)     BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii)    CREDIT SUPPORT DEFAULT.

                  (1)      Failure by the party or any Credit Support Provider
                  of such party to comply with or perform any agreement or
                  obligation to be complied with or performed by it in
                  accordance with any Credit Support Document if such failure is
                  continuing after any applicable grace period has elapsed;

                  (2)      the expiration or termination of such Credit Support
                  Document or the failing or ceasing of such Credit Support
                  Document to be in full force and effect for the purpose of
                  this Agreement (in either case other than in accordance with
                  its terms) prior to the satisfaction of all obligations of
                  such party under each Transaction to which such Credit Support
                  Document relates without the written consent of the other
                  party; or

                  (3)      the party or such Credit Support Provider disaffirms,
                  disclaims, repudiates or rejects, in whole or in part, or
                  challenges the validity of, such Credit Support Document;

         (iv)     MISREPRESENTATION. A representation (other than a
         representation under Section 3(e) or (f)) made or repeated or deemed to
         have been made or repeated by the party or any Credit Support Provider
         of such party in this Agreement or any Credit Support Document proves
         to have been incorrect or misleading in any material respect when made
         or repeated or deemed to have been made or repeated;

         (v)      DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (1) defaults under a Specified Transaction and, after giving
         effect to any applicable notice requirement or grace period, there
         occurs a liquidation of, an acceleration of obligations under, or an
         early termination of, that Specified Transaction, (2) defaults, after
         giving effect to any applicable notice requirement or grace period, in
         making any payment or delivery due on the last payment, delivery or
         exchange date of, or any payment on early termination of, a Specified
         Transaction (or such default continues for at least three Local
         Business Days if there is no applicable notice requirement or grace
         period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
         or in part, a Specified Transaction (or such action is taken by any
         person or entity appointed or empowered to operate it or act on its
         behalf);

         (vi)     CROSS DEFAULT. If "Cross Default" is specified in the Schedule
         as applying to the party, the occurrence or existence of (1) a default,
         event of default or other similar condition or event (however

                                                                     ISDA(R)1992

                                       5


         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness of
         any of them (individually or collectively) in an aggregate amount of
         not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof in
         an aggregate amount of not less than the applicable Threshold Amount
         under such agreements or instruments (after giving effect to any
         applicable notice requirement or grace period);

         (vii)    BANKRUPTCY. The party, any Credit Support Provider of such
         party or any applicable Specified Entity of such party: --

                  (1)      is dissolved (other than pursuant to a consolidation,
                  amalgamation or merger); (2) becomes insolvent or is unable to
                  pay its debts or fails or admits in writing its inability
                  generally to pay its debts as they become due; (3) makes a
                  general assignment, arrangement or composition with or for the
                  benefit of its creditors; (4) institutes or has instituted
                  against it a proceeding seeking a judgment of insolvency or
                  bankruptcy or any other relief under any bankruptcy or
                  insolvency law or other similar law affecting creditors'
                  rights, or a petition is presented for its winding-up or
                  liquidation, and, in the case of any such proceeding or
                  petition instituted or presented against it, such proceeding
                  or petition (A) results in a judgment of insolvency or
                  bankruptcy or the entry of an order for relief or the making
                  of an order for its winding-up or liquidation or (B) is not
                  dismissed, discharged, stayed or restrained in each case
                  within 30 days of the institution or presentation thereof; (5)
                  has a resolution passed for its winding-up, official
                  management or liquidation (other than pursuant to a
                  consolidation, amalgamation or merger); (6) seeks or becomes
                  subject to the appointment of an administrator, provisional
                  liquidator, conservator, receiver, trustee, custodian or other
                  similar official for it or for all or substantially all its
                  assets; (7) has a secured party take possession of all or
                  substantially all its assets or has a distress, execution,
                  attachment, sequestration or other legal process levied,
                  enforced or sued on or against all or substantially all its
                  assets and such secured party maintains possession, or any
                  such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8) causes
                  or is subject to any event with respect to it which, under the
                  applicable laws of any jurisdiction, has an analogous effect
                  to any of the events specified in clauses (1) to (7)
                  (inclusive); or (9) takes any action in furtherance of, or
                  indicating its consent to, approval of, or acquiescence in,
                  any of the foregoing acts; or

         (viii)   MERGER WITHOUT ASSUMPTION. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges with
         or into, or transfers all or substantially all its assets to, another
         entity and, at the time of such consolidation, amalgamation, merger or
         transfer: --

                  (1)      the resulting, surviving or transferee entity fails
                  to assume all the obligations of such party or such Credit
                  Support Provider under this Agreement or any Credit Support
                  Document to which it or its predecessor was a party by
                  operation of law or pursuant to an agreement reasonably
                  satisfactory to the other party to this Agreement; or

                  (2)      the benefits of any Credit Support Document fail to
                  extend (without the consent of the other party) to the
                  performance by such resulting, surviving or transferee entity
                  of its obligations under this Agreement.

(b)      TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event

                                                                    ISDA(R) 1992

                                       6


Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below: --

         (i)      ILLEGALITY. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent jurisdiction
         of any applicable law after such date, it becomes unlawful (other than
         as a result of a breach by the party of Section 4(b)) for such party
         (which will be the Affected Party): --

                  (1)      to perform any absolute or contingent obligation to
                  make a payment or delivery or to receive a payment or delivery
                  in respect of such Transaction or to comply with any other
                  material provision of this Agreement relating to such
                  Transaction; or

                  (2)      to perform, or for any Credit Support Provider of
                  such party to perform, any contingent or other obligation
                  which the party (or such Credit Support Provider) has under
                  any Credit Support Document relating to such Transaction;

         (ii)     TAX EVENT. Due to (x) any action taken by a taxing authority,
         or brought in a court of competent jurisdiction, on or after the date
         on which a Transaction is entered into (regardless of whether such
         action is taken or brought with respect to a party to this Agreement)
         or (y) a Change in Tax Law, the party (which will be the Affected
         Party) will, or there is a substantial likelihood that it will, on the
         next succeeding Scheduled Payment Date (1) be required to pay to the
         other party an additional amount in respect of an Indemnifiable Tax
         under Section 2(d)(i)(4) (except in respect of interest under Section
         2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
         is required to be deducted or withheld for or on account of a Tax
         (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))
         and no additional amount is required to be paid in respect of such Tax
         under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
         or (B));

         (iii)    TAX EVENT UPON MERGER. The party (the "Burdened Party") on the
         next succeeding Scheduled Payment Date will either (1) be required to
         pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has
         been deducted or withheld for or on account of any Indemnifiable Tax in
         respect of which the other party is not required to pay an additional
         amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in
         either case as a result of a party consolidating or amalgamating with,
         or merging with or into, or transferring all or substantially all its
         assets to, another entity (which will be the Affected Party) where such
         action does not constitute an event described in Section 5(a)(viii);

         (iv)     CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

         (v)      ADDITIONAL TERMINATION EVENT. If any "Additional Termination
         Event" is specified in the Schedule or any Confirmation as applying,
         the occurrence of such event (and, in such event, the Affected Party or
         Affected Parties shall be as specified for such Additional Termination
         Event in the Schedule or such Confirmation).

(c)      EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

                                                                    ISDA(R) 1992

                                       7


6.       EARLY TERMINATION

(a)      RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i)      NOTICE. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii)     TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality
         under Section 5(b)(i)(l) or a Tax Event occurs and there is only one
         Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
         Party is the Affected Party, the Affected Party will, as a condition to
         its right to designate an Early Termination Date under Section
         6(b)(iv), use all reasonable efforts (which will not require such party
         to incur a loss, excluding immaterial, incidental expenses) to transfer
         within 20 days after it gives notice under Section 6(b)(i) all its
         rights and obligations under this Agreement in respect of the Affected
         Transactions to another of its Offices or Affiliates so that such
         Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii)    TWO AFFECTED PARTIES. If an Illegality under Section
         5(b)(i)(l) or a Tax Event occurs and there are two Affected Parties,
         each party will use all reasonable efforts to reach agreement within 30
         days after notice thereof is given under Section 6(b)(i) on action to
         avoid that Termination Event.

         (iv)     RIGHT TO TERMINATE. IF:--

                  (1)      a transfer under Section 6(b)(ii) or an agreement
                  under Section 6(b)(iii), as the case may be, has not been
                  effected with respect to all Affected Transactions within 30
                  days after an Affected Party gives notice under Section
                  6(b)(i); or

                  (2)      an Illegality under Section 5(b)(i)(2), a Credit
                  Event Upon Merger or an Additional Termination Event occurs,
                  or a Tax Event Upon Merger occurs and the Burdened Party is
                  not the Affected Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then

                                                                    ISDA(R) 1992

                                       8


         continuing, designate a day not earlier than the day such notice is
         effective as an Early Termination Date in respect of all Affected
         Transactions.

(c)      EFFECT OF DESIGNATION.

         (i)      If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

         (ii)     Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      CALCULATIONS.

         (i)      STATEMENT. On or as soon as reasonably practicable following
         the occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and will
         provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid. In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)     PAYMENT DATE. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of an
         Event of Default) and on the day which is two Local Business Days after
         the day on which notice of the amount payable is effective (in the case
         of an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as well
         as after judgment) in the Termination Currency, from (and including)
         the relevant Early Termination Date to (but excluding) the date such
         amount is paid, at the Applicable Rate. Such interest will be
         calculated on the basis of daily compounding and the actual number of
         days elapsed.

(e)      PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

         (i)      EVENTS OF DEFAULT. If the Early Termination Date results from
         an Event of Default:--

                  (1)      First Method and Market Quotation. If the First
                  Method and Market Quotation apply, the Defaulting Party will
                  pay to the Non-defaulting Party the excess, if a positive
                  number, of (A) the sum of the Settlement Amount (determined by
                  the Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party over (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party.

                  (2)      First Method and Loss. If the First Method and Loss
                  apply, the Defaulting Party will pay to the Non-defaulting
                  Party, if a positive number, the Non-defaulting Party's Loss
                  in respect of this Agreement.

                  (3)      Second Method and Market Quotation. If the Second
                  Method and Market Quotation apply, an amount will be payable
                  equal to (A) the sum of the Settlement Amount (determined by
                  the

                                                                    ISDA(R) 1992

                                       9


                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party less (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party. If that amount is a positive number, the
                  Defaulting Party will pay it to the Non-defaulting Party; if
                  it is a negative number, the Non-defaulting Party will pay the
                  absolute value of that amount to the Defaulting Party.

                  (4)      Second Method and Loss. If the Second Method and Loss
                  apply, an amount will be payable equal to the Non-defaulting
                  Party's Loss in respect of this Agreement. If that amount is a
                  positive number, the Defaulting Party will pay it to the
                  Non-defaulting Party; if it is a negative number, the
                  Non-defaulting Party will pay the absolute value of that
                  amount to the Defaulting Party.

         (ii)     TERMINATION EVENTS. If the Early Termination Date results from
         a Termination Event:--

                  (1)      One Affected Party. If there is one Affected Party,
                  the amount payable will be determined in accordance with
                  Section 6(e)(i)(3), if Market Quotation applies, or Section
                  6(e)(i)(4), if Loss applies, except that, in either case,
                  references to the Defaulting Party and to the Non-defaulting
                  Party will be deemed to be references to the Affected Party
                  and the party which is not the Affected Party, respectively,
                  and, if Loss applies and fewer than all the Transactions are
                  being terminated, Loss shall be calculated in respect of all
                  Terminated Transactions.

                  (2)      Two Affected Parties. If there are two Affected
                  Parties:--

                           (A)      if Market Quotation applies, each party will
                           determine a Settlement Amount in respect of the
                           Terminated Transactions, and an amount will be
                           payable equal to (I) the sum of (a) one-half of the
                           difference between the Settlement Amount of the party
                           with the higher Settlement Amount ("X") and the
                           Settlement Amount of the party with the lower
                           Settlement Amount ("Y") and (b) the Termination
                           Currency Equivalent of the Unpaid Amounts owing to X
                           less (II) the Termination Currency Equivalent of the
                           Unpaid Amounts owing to Y; and

                           (B)      if Loss applies, each party will determine
                           its Loss in respect of this Agreement (or, if fewer
                           than all the Transactions are being terminated, in
                           respect of all Terminated Transactions) and an amount
                           will be payable equal to one-half of the difference
                           between the Loss of the party with the higher Loss
                           ("X") and the Loss of the party with the lower Loss
                           ("Y").

                  If the amount payable is a positive number, Y will pay it to
                  X; if it is a negative number, X will pay the absolute value
                  of that amount to Y.

         (iii)    ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted by
         law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv)     PRE-ESTIMATE. The parties agree that if Market Quotation
         applies an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

                                                                    ISDA(R) 1992

                                       10


7.       TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

 Any purported transfer that is not in compliance with this Section will be
void.

8.       CONTRACTUAL CURRENCY

(a)      PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)      JUDGMENTS. To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)      SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)      EVIDENCE OF LOSS. For tbe purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

                                                                    ISDA(R) 1992

                                       11


9.       MISCELLANEOUS

(a)      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)      SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)      COUNTERPARTS AND CONFIRMATIONS.

         (i)      This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts (including
         by facsimile transmission), each of which will be deemed an original.

         (ii)     The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall he entered into as soon as
         practicable and may he executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.      OFFICES; MULTIBRANCH PARTIES

(a)      If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered into.

(b)      Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)      If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.      EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                                                    ISDA(R) 1992

                                       12


to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.      NOTICES

(a)      EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

         (i)      if in writing and delivered in person or by courier, on the
         date it is delivered;

         (ii)     if sent by telex, on the date the recipient's answerback is
         received;

         (iii)    if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient in
         legible form (it being agreed that the burden of proving receipt will
         be on the sender and will not be met by a transmission report generated
         by the sender's facsimile machine);

         (iv)     if sent by certified or registered mail (airmail, if overseas)
         or the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v)      if sent by electronic messaging system, on the date that
         electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)      CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.      GOVERNING LAW AND JURISDICTION

(a)      GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      JURISDICTION. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--

         (i)      submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan in
         New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii)     waives any objection which it may have at any time to the
         laying of venue of any Proceedings brought in any such court, waives
         any claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any

                                                                    ISDA(R) 1992

                                       13


reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d)      WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.      DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:--

(a)      in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)      in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c)      in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)      in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                                                    ISDA(R) 1992

                                       14


"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(l) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

                                                                    ISDA(R) 1992

                                       15


been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:--

(a)      the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
to any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meanings specified in the Schedule.

                                                                    ISDA(R) 1992

                                       16


"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market

                                                                    ISDA(R) 1992

                                       17


value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

         IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.

GE COMMERCIAL EQUIPMENT                        DEUTSCHE BANK AG, NEW YORK BRANCH
FINANCING LLC, SERIES 2003-1

By:                                            By:
   --------------------------------------         ------------------------------
   Name:                                          Name:
   Title:                                         Title:

                                               By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                             Deutsche Bank ISDA Master Agreement

                                      -18-

EX-4.J

                                                                    Exhibit 4(j)

                                    SCHEDULE

                                     TO THE

                                MASTER AGREEMENT

                         DATED AS OF SEPTEMBER 25, 2003

                                     BETWEEN

    GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, a limited liability
                                    company
          organized under the laws of the State of Delaware ("Party A")

                                       AND

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                      a German banking company ("Party B")

                                     PART 1

                             TERMINATION PROVISIONS

In this Agreement:

         (a)      "Specified Entity" means in relation to Party A and Party B
for the purpose of Sections 5(a)(v), (vi), (vii) and Section 5(b)(iv): Not
applicable.

         (b)      "Specified Transaction" will have the meaning specified in
Section 14 of this Agreement.

         (c)      The "Credit Support Default" provision of Section 5(a)(iii)
will not apply to Party A and will apply to Party B.

         (d)      The "Breach of Agreement" provision of Section 5(a)(ii) will
not apply to Party A and will not apply to Party B.

         (e)      The "Misrepresentation" provision of Section 5(a)(iv) will not
apply to Party A and will not apply to Party B.

         (f)      The "Default under Specified Transaction" provision of Section
5(a)(v) will not apply to Party A or Party B.

         (g)      The "Cross Default" provisions of Section 5(a)(vi) will not
apply to Party A and will not apply to Party B.

         (h)      The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
will not apply to Party A and will not apply to Party B.



         (i)      The "Automatic Early Termination" provisions of Section 6(a)
will not apply to Party A and will not apply to Party B.

         (j)      Payments on Early Termination. For the purpose of Section 6(e)
of this Agreement:

                  (i)      Market Quotation will apply unless Party A is the
         Non-defaulting Party or the party which is not the Affected Party, as
         the case may be, and Party B fails to replace itself pursuant to Part
         1(l) or Part 5(d)(iii) of this Schedule, in which event Loss will
         apply.

                  (ii)     The Second Method will apply.

         (k)      "Termination Currency" means United States Dollars.

         (l)      Additional Termination Event will apply. The following shall
constitute Additional Termination Events in which Party B shall be the sole
Affected Party:

                  (i)      Credit Downgrade - Party B. If at any time (i) the
         short-term unsecured debt rating of Party B is withdrawn by or reduced
         below "F-1" if rated by Fitch Ratings ("Fitch"); or (ii) the short-term
         unsecured debt rating of Party B is withdrawn by or reduced below "A-1"
         by Standard & Poor's Rating Services ("S&P") (or in the absence of a
         short-term debt rating, the long-term unsecured debt rating of Party B
         is withdrawn or reduced below "A+"); or (iii) if Party B's (a)
         long-term unsecured debt rating by Moody's Investors Service, Inc.
         ("Moody's") is withdrawn, reduced or put on watch for downgrade below
         "A1" or its short-term unsecured debt rating is withdrawn, reduced or
         put on watch for downgrade below "P-1", where Party B has both a
         long-term and a short-term unsecured debt ratings, (b) the long-term
         unsecured debt rating is withdrawn, reduced or put on watch below "Aa3"
         where Party B has only a long-term unsecured debt rating (any such
         withdrawal or reduction, a "Downgrade"), then Party B shall promptly
         notify Party A by telephone (promptly confirmed in writing), and Party
         A then shall notify the Rating Agencies. Party B shall then, at its own
         expense, (in consultation with Party A), (1) within 30 days of the date
         of such Downgrade if Moody's is the downgrading Rating Agency or (2)
         promptly after such Downgrade if S&P is the downgrading Rating Agency,
         enter into a "Qualifying Substitute Arrangement" (as defined below) to
         assure performance by Party B of its obligations under the
         Transactions.

                  "Qualifying Substitute Arrangement" shall mean any arrangement
         satisfactory to the Rating Agencies, including (i) procuring a Letter
         of Credit Transaction with terms reasonably satisfactory to Party A and
         procuring a Ratings Reaffirmation; (ii) electing in writing to the
         Servicer to pledge collateral subject to the terms of an ISDA Credit
         Support Annex to be negotiated between the parties at such time and, if
         Moody's is the downgrading Rating Agency, such collateral posted shall
         be equal to the daily mark-to-market value of the Transactions, if S&P
         is the downgrading Ratings Agency, (1) such collateral posted shall be
         an amount equal to the greater of (a) the mark-to-market value of the
         Transactions, (b) the amount owed by Party B on the next succeeding
         Payment

                                       2



         Date and (c) one percent (1%) of the outstanding Notional Amount of
         each Transaction, (2) Party B must post collateral pursuant to this
         sub-paragraph (ii) if it has failed to satisfy the requirements under
         (i), (iii) or (iv) of this paragraph within 30 days of such Downgrade
         and (3) Party B shall remain obligated to take such action to satisfy
         the requirements set forth in (i), (iii) or (iv) of this paragraph;
         (iii) procuring a Replacement Transaction with terms reasonably
         satisfactory to Party A which replaces all Transactions outstanding
         under this Agreement with Transactions on identical terms and procuring
         a Ratings Reaffirmation; or (iv) taking such other action (if any) as
         the downgrading Rating Agency shall require to nullify the effect of
         such Downgrade on the ratings on the Notes and procuring a Ratings
         Reaffirmation. Notwithstanding the previous sentence, if Party B's (a)
         long-term unsecured debt rating by Moody's is reduced to "A2" or below
         where Party B has only a long-term unsecured debt rating or (b)
         long-term and short-term unsecured debt rating by Moody's is reduced to
         "A3" or below or "P-2" or below, respectively, where Party B has both a
         long-term and a short-term debt rating, Party B must find a Replacement
         Transaction pursuant to sub-paragraph (iii) above.

                  "Counterparty Ratings Requirement" means with respect to any
         entity, either such entity or the guarantor of such entity,
         respectively, has (i) (a) a Moody's long-term unsecured debt rating of
         at least "Aa3" where the entity or guarantor has only a long-term
         unsecured debt rating (b) a Moody's long-term and short-term unsecured
         debt rating of at least "A1" and "P-1", respectively, where the entity
         or guarantor has both a long-term and a short-term debt rating (ii) if
         such entity or guarantor, respectively, has an S&P short term unsecured
         debt rating, an S&P short-term unsecured debt rating of at least "A-1"
         (or in the absence of a short-term debt rating, the long-term unsecured
         debt rating of such entity or guarantor, respectively, is at least
         "A+") and (iii) if such entity or guarantor, respectively, has a Fitch
         short-term unsecured debt rating, a Fitch short-term unsecured debt
         rating of at least "F-1".

                   "Ratings Reaffirmation" means a acknowledgement from a Rating
         Agency whose rating on the Class A Notes or the Class B Notes was
         reduced or withdrawn, that the then-current rating of the Class A Notes
         or the Class B Notes (without giving effect to the relevant Downgrade)
         will not be reduced notwithstanding the applicable Downgrade.

                  "Replacement Transaction" means a transaction with a
         replacement counterparty meeting the Counterparty Rating Requirements
         who shall assume, at no cost to Party A, Party B's position under this
         Agreement and all Transactions hereunder.

                  (ii)     Breach of Warranty. Any Warranty made or deemed to
         have been made or repeated by Party B in this Agreement proves to have
         been incorrect when made or repeated or deemed to have been made or
         repeated.

         (m)      Discontinued Agency. If one of the foregoing credit rating
agencies ceases to be in the business of rating Debt Securities and such
business is not continued by a successor or assign of such agency (the
"Discontinued Agency"), Party A and Party B shall jointly (i) select a
nationally-recognized credit rating agency in substitution thereof and (ii)
agree on the rating level issued by such substitute agency that is equivalent to
the ratings specified herein of the Discontinued Agency, whereupon such
substitute agency and equivalent rating shall replace the

                                       3



Discontinued Agency and the rating level thereof for the purposes of this
Agreement. If at any time all of the agencies specified herein with respect to a
party have become Discontinued Agencies and Party A and Party B have not
previously agreed in good faith on at least one agency and equivalent rating in
substitution for a Discontinued Agency and the applicable rating thereof, the
Credit Downgrade provision of Part 1(l) of this Agreement shall cease to apply
to the parties. For the avoidance of doubt, failure by either party to comply
with this paragraph shall not constitute an Event of Default or Termination
Event with respect to such party.

                                     PART 2

                               TAX REPRESENTATIONS

         (a)      Payer Tax Representations. For the purposes of Section 3(e) of
this Agreement, Party A and Party B will make the following representation:

                  It is not required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, of
                  any Relevant Jurisdiction to make any deduction or withholding
                  for or on account of any Tax from any payment (other than
                  interest under Section 2(e), 6(d)(ii) or 6(e) of this
                  Agreement) to be made by it to Party A under this Agreement.
                  In making this representation, each party may rely on (i) the
                  accuracy of any representations made by the other party
                  pursuant to Section 3(f) of this Agreement, (ii) the
                  satisfaction of the agreement contained in Section 4(a)(i) or
                  4(a)(iii) of this Agreement and the accuracy and effectiveness
                  of any document provided by the other party pursuant to
                  Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the
                  satisfaction of the agreement of the other party contained in
                  Section 4(d) of this Agreement, provided that it shall not be
                  a breach of this representation where reliance is placed on
                  sub-clause (ii) above and the other party does not deliver a
                  form or document under Section 4(a)(iii) by reason of material
                  prejudice to its legal or commercial position.

         (b)      Payee Tax Representations. (i) For the purposes of Section
3(f) of this Agreement, Party A makes only the following representation: Party A
is a limited liability company formed under the laws of the State of Delaware.

                  (ii)     For the purposes of Section 3(f) of this Agreement,
         Party B makes only the following representation: It is a "foreign
         person" within the meaning of the applicable U.S. Treasury Regulations
         concerning information reporting and backup withholding tax (as in
         effect on January 1, 2001), unless Party B provides written notice to
         Party B that it is no longer a foreign person. In respect of each
         Transaction it enters into through an office or discretionary agent in
         the United States or which otherwise is allocated for United States
         trade or business, each payment received or to be received by it under
         such Transaction will be effectively connected with its conduct of a
         trade or business in the United States.

         (c)      Modified Tax Provisions. Party A's obligations under Section
         2(d)(i) of this Agreement shall be limited to complying with clauses
         (1), (2) and (3) thereof and Party A shall not be obligated to pay any
         amount owing by it under clause (4).

                                       4



                                     PART 3

                         AGREEMENT TO DELIVER DOCUMENTS

         For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
Party agrees to deliver the following documents, as applicable:

         (a)      Tax forms, documents or certificates to be delivered are: Each
party agrees to complete (accurately and in a manner reasonably satisfactory to
the other party), execute, arrange for any required certification of, and
deliver to the other party or such government or taxing authority as the other
party directs, any form or document that may be required or reasonably requested
in order to allow the other party to make a payment under this Agreement without
any deduction or withholding for or on account of any Tax or with such
deductions or withholding at a reduced rate.

         (b)      Other documents to be delivered are:



                                                                                                   COVERED BY
PARTY REQUIRED TO                 FORM/DOCUMENT/                   DATE BY WHICH TO BE            SECTION 3(d)
DELIVER DOCUMENT                   CERTIFICATE                         DELIVERED                 REPRESENTATION
- ---------------------------------------------------------------------------------------------------------------
                                                                                        
Party A and                Such proof of the names, true         Upon execution of this                Yes
Party B                    signature and authority of persons    Agreement.
                           signing this agreement and any
                           Confirmations as the other party
                           may reasonably request
- ---------------------------------------------------------------------------------------------------------------
Party A                    Audited annual consolidated           Promptly upon demand by               Yes
                           financial statements of General       Party A and following
                           Electric Capital Services, Inc.,      such financial
                           prepared in accordance with           statements being made
                           accounting principles that are        publicly available.
                           generally accepted in the United
                           States.
- ---------------------------------------------------------------------------------------------------------------
Party B                    Audited annual consolidated           Promptly upon demand by               Yes
                           financial statements of Party B       Party A and following
                           prepared in accordance with           such financial
                           accounting principles that are        statements being made
                           generally accepted in the United      publicly available.
                           States.
- ---------------------------------------------------------------------------------------------------------------
Party A and Party B        Legal opinion in a form               Promptly following the                No
                           satisfactory to the other party.      execution of this
                                                                 Agreement.


                                       5



                                     PART 4

                                  MISCELLANEOUS

(a)      Addresses for Notices. For the purpose of Section 12(a) of this
         Agreement:

         Address for notices or communications to Party B:

         All notices to Party B under Sections 5 or 6 of the Agreement (other
         than notices under Section 5(a)(i)) shall be sent to:

                  Deutsche Bank AG, Head Office
                  Taunusanlage 12
                  60262 Frankfurt
                  GERMANY
                  Attention:  Legal Department
                  Fax No.     4969910 36097
                  Telex No:   411836 or 416731 or 41233
                  Answerback: DBF-D

                  with a copy to

                  Deutsche Bank AG, New York Branch
                  60 Wall Street
                  New York, NY 10005
                  Attention: Legal Department

         All other notices to Party A shall be sent directly to the office
         through which Party A is acting for the relevant Transaction, using the
         address and contact particulars specified in the Confirmation of that
         Transaction or otherwise notified.

         Address for notices or communications to Party A:

         Address:   c/o General Electric Capital Services, Inc.
                    44 Old Ridgebury Road
                    Danbury, CT  06810

         Attention: Capital Markets Operations
         Telephone: 203-796-5518
         Facsimile: 203-796-5554

(b)      Process Agent.  For the purpose of Section 13(c) of this Agreement:

         Party A appoints as its Process Agent: Not applicable

         Party B appoints as its Process Agent:

                                       6



                    Deutsche Bank AG, New York Branch
                    60 Wall Street
                    New York, NY 10005
                    Attention: Legal Department

         (c)      Offices. The provisions of Section 10(a) shall apply to this
Agreement and shall be interpreted as an express agreement of the head or home
office to be bound unconditionally and irrevocably by the terms of this
Agreement and to perform the obligations of the Office party to this Agreement
if such Office cannot perform any of its obligations hereunder.

         (d)      Multibranch Party. For the purpose of Section 10, Party A is
not a Multibranch Party, and Party B is not a Multibranch Party.

         (e)      Calculation Agent. The Calculation Agent shall be Party B;
provided, however, if an Event of Default has occur with respect to Party B, the
Calculation Agent shall be the Trustee or a Reference Market-maker selected by
both parties mutually.

         (f)      Credit Support Document. With respect to Party A: none. With
respect to Party B: none (except with respect to Part 1(l) hereof).

         (g)      Credit Support Provider. With respect to Party A: none and
with respect to Party B: none.

         (h)      GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 1504(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REFERENCE TO ANY
OTHER CONFLICT OF LAW PROVISION THEREOF.

         (i)      Netting of Payments. Section 2(c)(ii) of this Agreement will
apply to any Transactions from the date of this Agreement.

         (j)      "Affiliate" will have the meaning specified in Section 14;
provided, however, that Section 3(c) of this Agreement is hereby amended by
deleting the words "or any of its Affiliates" in the first and second lines
thereof.

                                     PART 5

                                OTHER PROVISIONS

         (a)      Recourse and Ranking. The obligations of Party A under this
Agreement, and under any Transaction executed hereunder, are solely the
obligations of Party A. No recourse shall be had for the payment of any amount
owing in respect of any Transaction or any other obligation or claim arising out
of or based upon this Agreement against any member, employee, officer, director
or agent of Party A. Any accrued obligations owing by Party A under this
Agreement and any Transaction shall be payable by Party A solely to the extent
that funds are available therefor from time to time in accordance with the
provisions of the Indenture; provided that such accrued obligations shall not be
extinguished until paid in full. Notwithstanding any provisions contained in
this Agreement to the contrary, Party A shall not be obligated to pay any

                                       7



amount pursuant to this Agreement unless Party A has received funds which may be
used to make such payment and such payment is made in advance in accordance with
the Indenture. Any amount which Party A does not pay pursuant to the operation
of the preceding sentence shall not constitute a claim (as defined in Section
101 of the Bankruptcy Code) against or corporate obligation of Party A for any
such insufficiency unless and until such payment is permitted under such
preceding sentence.

         (b)      Limitation of Defaults and Termination. Notwithstanding the
terms of Sections 5 and 6 of this Agreement, Party B shall be entitled to
designate an Early Termination Date pursuant to Section 6 of this Agreement only
as a result of the occurrence of an Event of Default set forth in Section
5(a)(i) or 5(a)(vii) with respect to Party A as the Defaulting Party or a
Termination Event set forth in Sections 5(b)(i) or 5(b)(ii) of this Agreement
with respect to Party B as the Affected Party.

         (c)      No Bankruptcy Petition Against the Company. Party B hereby
covenants and agrees that, prior to the date which is one year and one day after
all the Notes (or any rated securities) issued by Party A have been paid in full
it will not institute against, or join any other Person in instituting against,
Party A any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States.

         (d)      Transfers. (i) Section 6(b)(ii) of this Agreement is amended
by inserting the following phrase at the end of such Section immediately before
the final period: "provided that any such transfer by Party A under this Section
6(b)(ii) shall not be subject to or conditional upon the prior written consent
of Party B if (w) Party B will not, as a result of such transfer be required on
the next succeeding Scheduled Payment Date to pay to transferee an amount in
respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of
default interest) greater than the amount in respect of which Party B would have
been required to pay to Party A in the absence of such transfer, (x) the
transferee will not, as a result of such transfer, be required on the next
succeeding Scheduled Payment Date to withhold or deduct on account of
Indemnifiable Tax under Section 2(d)(i) (except in respect of default interest)
amounts in excess of that which it would, on the next succeeding Scheduled
Payment Date, have been required to so withhold or deduct in the absence of such
transfer unless it would be required to make additional payments pursuant to
Section 2(d)(i)(4) corresponding to such excess (y) a Termination Event or Event
of Default does not occur as a result of such transfer and (z) Party A obtains a
Ratings Reaffirmation prior to such transfer. With respect to the result
described in subclauses (w) and (x), Party A agrees to cause such transferee to
make, and Party B agrees to make, such Payee Tax Representations and Payer Tax
Representations as may be reasonably requested by the other party in order to
permit such other party to determine that such result will not occur after such
transfer".

                  (ii)     Notwithstanding Section 7 of this Agreement, Party A
         shall be entitled (but not required) to assign its rights and
         obligations with respect to any forward currency exchange agreement,
         any spot foreign currency exchange agreement or any other Transaction
         permitted hereunder to any of its Affiliate with respect to the
         Collateral.

                                       8



                  (iii)    Subject to Section 6(b), and except as expressly
         provided herein, neither this Agreement nor any interest or obligation
         in or under this Agreement or the Transaction(s) may be transferred by
         Party B without the prior written consent of Party A and without
         obtaining a Ratings Reaffirmation prior to such transfer (other than
         pursuant to a consolidation or amalgamation with, or merger in to, or
         transfer of all or substantially all of Party A's assets to, another
         entity) and any purported transfer without such consent will be void.
         Notwithstanding anything to the contrary in this Schedule or this
         Agreement, Party B may transfer without the prior written consent of
         Party A, this Agreement, any of its interests and obligation in and
         under this Agreement or the Transaction(s) to another of Party B's
         offices, branches or Affiliates on two Business Days' prior written
         notice; provided, however, that (v) if such transfer is to an entity
         other than Party B such notice shall be accompanied by a Guarantee of
         such transferee's obligations in form and substance satisfactory to
         Party A, (w) Party A will not, as a result of such transfer be required
         on the next succeeding Scheduled Payment Date to pay to transferee an
         amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
         (except in respect of default interest) greater than the amount in
         respect of which Party A would have been required to pay to Party B in
         the absence of such transfer, (x) the transferee will not, as a result
         of such transfer, be required on the next succeeding Scheduled Payment
         Date to withhold or deduct on account of Indemnifiable Tax under
         Section 2(d)(i) (except in respect of default interest) amounts in
         excess of that which it would, on the next succeeding Scheduled Payment
         Date, have been required to so withhold or deduct in the absence of
         such transfer unless it would be required to make additional payments
         pursuant to Section 2(d)(i)(4) corresponding to such excess, (y) a
         Termination Event or Event of Default does not occur as a result of
         such transfer and (z) Party B has obtained Ratings Reaffirmation prior
         to such transfer. With respect to the result described in subclauses
         (w) and (x), Party B agrees to cause such transferee to make, and Party
         A agrees to make, such Payee Tax Representations and Payer Tax
         Representations as may be reasonably requested by the other party in
         order to permit such other party to determine that such result will not
         occur after such transfer.

         (e)      Amendment. No assignments, amendment, modification or waiver
in respect of this Agreement will be effective unless (i) it is in writing and
executed by each of the parties or confirmed by an exchange of telexes or
facsimiles and (ii) except as waived by the Rating Agencies, the Rating Agencies
shall have advised that such assignment or amendment will not result in a
downgrade or withdrawal of the then-current rating on the Class A Notes and the
Class B Notes.

         (f)      Capitalized Terms. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Indenture, dated
as of September 25, 2003, among Party A, as Issuer and JPMorgan Chase Bank, as
Indenture Trustee, as amended or supplemented from time to time (the
"Indenture") and the Servicing Agreement, dated as of September 25, 2003, as
amended or supplemented from time to time, among Party A, as Issuer and General
Electric Capital Corporation, as Servicer, as amended or supplemented from time
to time (the "Servicing Agreement").

         (g)      Waiver of Jury Trial. Each party hereto hereby irrevocably
waives any and all right to trial by jury in any Proceedings.

                                       9



         (h)      Additional Representations. Section 3 of this Agreement is
hereby amended by adding the following additional subsections:

                           (g)      Eligible Contract Participant. It is an
                  "eligible contract participant" as defined in Section 1a(12)
                  of the Commodity Exchange Act, 7 U.S.C. Section 1a(12), and is
                  entering into this Agreement in conjunction with its line of
                  business (including financial intermediation services).

                           (h)      FDICIA/Regulation EE. In addition to the
                  foregoing representations, Party B represents to Party A
                  either that (1) it is a Financial Institution as defined in
                  Section 402(9) of the Federal Deposit Insurance Corporation
                  Improvement Act of 1991, or (2) (A) it will engage in
                  Financial Contracts (as defined in Section 2 of Regulation EE
                  of the Federal Reserve Board (12 C.F.R. Section 231.2)) as a
                  counterparty on both sides of one or more Financial Markets
                  (as defined in Section 2 of Regulation EE of the Federal
                  Reserve Board (12 C.F.R. Section 231.2)), and (B) that, on the
                  date of this Agreement, it meets at least one of the tests set
                  forth in Section 3(a)(1)-(2) of Regulation EE of the Federal
                  Reserve Board (12 C.F.R. Section 231.3(a)(1)-(2)). The
                  representation contained in clause (1) or clause 2(A) of this
                  paragraph (h), as the case may be, will be deemed to be
                  repeated by Party B on each date on which a Transaction is
                  entered into.

                           (i)      No Reliance. This Agreement and each
                  Transaction have been entered into by each party in reliance
                  only upon its judgment, in order to accomplish legitimate
                  business needs. Neither party holds itself out as advising, or
                  any of its employees or agents as having any authority to
                  advise, the other party as to whether or not it should enter
                  into this Agreement or any Transaction. Neither party is
                  receiving any compensation from the other party for providing
                  advice in respect of this Agreement or any Transaction, and
                  any such advice provided to such other party will not form the
                  primary basis for an investment decision by such other party.

         (i)      Consent to Recording. The parties agree that each may
electronically record all telephonic conversations between marketing and trading
personnel in connection with this Agreement and that any such recordings may be
submitted in evidence to any court or in any Proceedings for the purpose of
establishing any matters pertinent to any Transaction.

         (j)      Waiver of Contractual Right of Setoff. Notwithstanding any
provision of this Agreement or any other existing or future agreement, each
party irrevocably waives any and all contractual rights it may have to set off,
net, recoup or otherwise withhold or suspend or condition payment or performance
of any obligation between the two parties hereunder against any obligations
between the two parties under any other agreements or otherwise.

         (k)      Provision of Evidence of Execution and Delivery. The parties
agree that, at or promptly following the execution and delivery of this
Agreement, and, if a Confirmation so requires, on or before the date set forth
therein, each party shall deliver to the other evidence, reasonably satisfactory
in form and substance to the receiving party, concerning the due execution and
delivery of this Agreement or such Confirmation.

                                       10



         (l)      Confirmations. Notwithstanding anything to the contrary in
this Agreement:

                  (i)      The parties hereto agree that with, respect to each
         Transaction hereunder, a legally binding agreement shall exist from the
         moment that the parties hereto agree on the terms of such Transaction,
         which the parties anticipate will occur orally by telephone or by
         exchange of electronic messages.

                  (ii)     As soon as possible after entering into a Transaction
         hereunder, Party A shall complete a Confirmation in substantially the
         form set forth as an exhibit to the 2000 ISDA Definitions published by
         the International Swaps and Derivatives Association, Inc. (a
         "Confirmation") setting forth the terms agreed by the parties and shall
         execute and send two copies of such Confirmation to Party B. Upon
         execution and return of one copy of the Confirmation by Party B, the
         terms set forth in the Confirmation shall supersede and replace the
         original agreement, and such telephone agreement or electronic messages
         shall thereafter cease to be of any legal force or effect. Failure of
         Party B to sign and return a Confirmation shall not affect the validity
         or enforceability of the relevant Transaction. This Agreement governs
         the Confirmations with the Transaction Reference Numbers N258043N,
         N258123N and N258197N.

         (m)      Additional Tax Provisions. (i) The definition of
"Indemnifiable Tax" in Section 14 of this Agreement is modified by adding the
following at the end thereof:

                  Notwithstanding the foregoing, "Indemnifiable Tax" also means
                  any Tax imposed in respect of a payment under this Agreement
                  by reason of a Change in Tax Law by a government or taxing
                  authority of a Relevant Jurisdiction of the party making such
                  payment, unless the other party is incorporated, organized,
                  managed and controlled or considered to have its seat in such
                  jurisdiction, or is acting for purposes of this Agreement
                  through a branch or office located in such jurisdiction.

                  (ii)     Section 4(a)(iii) of this Agreement is modified by
         deleting the word "materially" in the sixth line thereof.

         (n)      Set-off. The last sentence of the first paragraph of Section
6(e) and the definition of "Set-off" in Section 14 of this Agreement are
deleted.

         (o)      Settlement Amount. The definition of "Settlement Amount" in
Section 14 of this Agreement is hereby amended by deleting in the third and
fourth lines of subparagraph (b) thereof the words "or would not (in the
reasonable belief of the party making the determination) produce a commercially
reasonable result".

         (p)      Jurisdiction. Section 13(b) of this Agreement is hereby
amended by: (i) deleting the word "non-" in the second line of subparagraph (i)
thereof; and (ii) deleting the final paragraph thereof.

         (q)      Definitions. Reference is hereby made to the 2000 ISDA
Definitions (the "2000 Definitions"), as published by the International Swaps
and Derivatives Association, Inc. ("ISDA"), and the 1998 ISDA FX and Currency
Option Definitions (the "FX Definitions"), as

                                       11



published by ISDA, The Emerging Markets Traders Association and The Foreign
Exchange Committee which are hereby incorporated by reference herein. Any terms
used and not otherwise defined herein which are contained in the 2000
Definitions or the FX Definitions shall have the meaning set forth therein,
except that references in the 2000 Definitions to a "Swap Transaction" shall be
deemed to be references to a "Transaction".

         (r)      Warranties Regarding Relationship Between Parties. (i) The
definition of "Affected Transactions" in Section 14 of this Agreement is
modified by adding the following immediately preceding the words "an Illegality"
in the first line thereof:

                  a breach of any Warranty made pursuant to this Agreement,

                  (ii)     Section 14 of this Agreement is modified by adding
         the following new defined term in its appropriate alphabetical
         location:

                  "Warranty" has the meaning specified in Part 5(l)(ii) below.

                  (iii)    Warranties. The following warranties (the
         "Warranties") are made by one or both of the parties to this Agreement,
         as specified below, or, if applicable, any Credit Support Provider of
         any such party, to the other party (which Warranties will be deemed to
         be repeated by each such party on each date on which a Transaction is
         entered into):

                  Status of Parties. Each party warrants to the other party that
                  (1) it is acting for its own account in respect of all
                  Transactions governed by this Agreement, (2) the other party
                  is not acting as a fiduciary for it in respect of any such
                  Transaction, and (3) it is not relying on any communication
                  (whether written or oral) of the other party as investment
                  advice or as a recommendation to enter into any transaction.

         (s)      Conditions Precedent. Section 2(a)(iii)(1) of the Agreement
shall not apply to the obligations of Party B unless and Event of Default set
forth in Sections 5(a)(i) or 5(a)(vii)(4) with respect to Party A has occurred
and is continuing.

         (t)      Change of Account. Section 2(b) of this Agreement is hereby
amended by the insertion of the following at the end thereof after the word
"change": "provided that if such new account shall not be in the same
jurisdiction having the same power to tax as the original account, the party not
changing its account shall not be obliged to pay any greater amounts and shall
not receive less as a result of such change than would have been the case if
such change had not taken place."

         (u)      Amendments to Indenture. Party A agrees that it shall not
amend, modify or waive any provisions in the Indenture, Servicing Agreement or
related documents without the consent of Party B if such amendment, modification
or waiver would have a material adverse effect on Party B's rights under this
Agreement.

                            [Signature pages follow]

                                       12



                                                                    Exhibit 4(j)

         Please confirm your agreement to the terms of the foregoing Schedule by
signing below.

                                               DEUTSCHE BANK AG, NEW YORK BRANCH

                                               By:______________________________
                                                  Name:
                                                  Title:

                                               By:______________________________
                                                  Name:
                                                  Title:

                                               GE COMMERCIAL EQUIPMENT FINANCING
                                                  LLC, SERIES 2003-1

                                               By: CEF Equipment Holding, L.L.C.
                                                   its Managing Member

                                               By:______________________________
                                                  Name:
                                                  Title:

                                 Schedule to Deutsche Bank ISDA Master Agreement

EX-4.K

                                                                    Exhibit 4(k)

                                  CONFIRMATION

Date:                         September 25, 2003

To:                           GE Commercial Equipment Financing, LLC, Series
                              2003-1 ("Party A")

Attention:                    Manager, Conduit Administration

From:                         Deutsche Bank, New York Branch ("Party B")

Transaction Reference Number: N258043N

The purpose of this letter agreement is to set forth the terms and conditions of
the Transaction entered into between us on the Trade Date referred to below.
This letter constitutes a "Confirmation" as referred to in the Master Agreement
specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swap and Derivatives Association, Inc., as such
definitions are modified and amended by the Schedule to the Master Agreement)
(the "Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.

This Confirmation supplements, forms a part of, and is subject to, the ISDA
Master Agreement dated as of September 25, 2003, as amended or supplemented from
time to time (the "Master Agreement") between you and us. All provisions
contained in the Master Agreement shall govern this Confirmation except as
expressly modified below.

The capitalized terms used herein and not otherwise defined herein, in the
Master Agreement or in the Definitions shall have the meanings assigned to them
in the Indenture, dated as of September 25, 2003, between Party A and JPMorgan
Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement,
dated as of September 25, 2003, between Party A and General Electric Capital
Corporation, as Servicer (the "Servicing Agreement"), each as amended or
supplemented from time to time.

The terms of the particular Transaction to which this Confirmation relates are
as follows:

Type of Transaction:                Fixed/Floating Interest Rate Swap

Notional Amount:                    With respect to any Interest Accrual Period,
                                    the product of (i) the aggregate Loan Value
                                    of Loans that bear interest at a fixed rate
                                    (excluding Hybrid Loans, the "Fixed Rate
                                    Loans") as of the beginning of the calendar
                                    month in which the Interest Accrual Period
                                    commenced; and (ii) the lesser of (x) the
                                    quotient of (a) the Outstanding Principal
                                    Balance of the Notes immediately after the
                                    Payment Date on which such Interest Accrual
                                    Period commences; divided by (b) the Pool
                                    Balance as of the beginning of the calendar
                                    month in



                                    which the Interest Accrual Period commenced
                                    and (y) 1.0. The Notional Amount for the
                                    first Interest Accrual Period is USD
                                    187,562,824.

Trade Date:                         September 19, 2003

Effective Date:                     September 25, 2003

Termination                         Date: The earlier of (i) the Payment Date
                                    occurring in November 2011; (ii) the Payment
                                    Date on which the aggregate outstanding Loan
                                    Values of the Fixed Rate Loans is zero;
                                    (iii) the Payment Date on which the
                                    Outstanding Principal Balance of the Notes
                                    is reduced to zero and (iv) an Early
                                    Termination Date.

Payment Date:                       One Business Day prior to the last day of
                                    each Interest Accrual Period.

Calculation Period:                 Initially, the period from and including
                                    September 25, 2003 to but excluding, October
                                    20, 2003, and for each period thereafter,
                                    from and including the twentieth day of each
                                    calendar month to and excluding the
                                    twentieth day of the next calendar month.

Business Day Convention:            Following

Business Day:                       New York and London

Fixed Rate Amounts:

     Fixed Rate Payer:              Party A

     Fixed Rate Payer
     Payment Date:                  Each Payment Date

     Fixed Rate Payer
     Period End Dates:              Last day of each Interest Accrual Period,
                                    with No Adjustment to Period End Date.

     Fixed Rate:                    2.2135% per annum

     Fixed Rate Day
       Count Fraction:              30/360

LIBOR Floating Rate Amounts:

     LIBOR Floating Rate Payer:     Party B

     LIBOR Floating Rate Payer

                                  Deutsche Bank Fixed/Floating Rate Confirmation



     Payment Dates:                 Each Payment Date

     LIBOR Floating Rate Payer

     Period End Dates:              The last day of each Interest Accrual
                                    Period, subject to adjustment in accordance
                                    with the Following Business Date Convention.

     Reset Date:                    The first day of each Interest Accrual
                                    Period, subject to adjustment in accordance
                                    with the Following Business Date Convention.

     LIBOR Floating Rate:           USD-LIBOR-BBA

     Designated Maturity:           One month

     Cap Rate:                      N/A

     LIBOR Floating Rate Day
     Count Fraction:                Actual/360

     Compounding:                   N/A

     Business Days:                 New York

Calculation Agent:                  Party B

Account Details

          Payments to Party A: To be provided in written instructions.

          Payments to Party B: To be provided in written instructions.

         (a) Other Provisions:

         In the event that there is a purchase by CEF Equipment Holdings, L.L.C.
of all Loans owned by Party A pursuant to Section 6.1 of the Servicing
Agreement, Party A shall assign all of its rights and obligations hereunder to
General Electric Capital Services, Inc.

                     [Rest of page intentionally left blank]

                            [Signature Page Follows].

                                  Deutsche Bank Fixed/Floating Rate Confirmation



         Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.

                                    DEUTSCHE BANK AG, NEW YORK BRANCH

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    By: ________________________________________
                                        Name:
                                        Title:

                                  Deutsche Bank Fixed/Floating Rate Confirmation



Accepted and confirmed as of
the date first above written:

GE COMMERCIAL EQUIPMENT FINANCING, L.L.C., SERIES 2003-1
By: CEF Equipment Holding, L.L.C.
    its Managing Member

By _____________________________________________
   Name:
   Title:

                                  Deutsche Bank Fixed/Floating Rate Confirmation

EX-4.L

                                                                    Exhibit 4(l)

                                  CONFIRMATION

Date:                               September 25, 2003

To:                                 GE Commercial Equipment Financing, LLC,
                                    Series 2003-1 ("Party A")

Attention:                          Manager, Conduit Administration

From:                               Deutsche Bank, New York Branch ("Party B")

Transaction Reference Number: N258123N

The purpose of this letter agreement is to set forth the terms and conditions of
the Transaction entered into between us on the Trade Date referred to below.
This letter constitutes a "Confirmation" as referred to in the Master Agreement
specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swap and Derivatives Association, Inc., as such
definitions are modified and amended by the Schedule to the Master Agreement)
(the "Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.

This Confirmation supplements, forms a part of, and is subject to, the ISDA
Master Agreement dated as of September 25, 2003, as amended or supplemented from
time to time (the "Master Agreement") between you and us. All provisions
contained in the Master Agreement shall govern this Confirmation except as
expressly modified below.

The capitalized terms used herein and not otherwise defined herein, in the
Master Agreement or in the Definitions shall have the meanings assigned to them
in the Indenture, dated as of September 25, 2003, between Party A and JPMorgan
Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement,
dated as of September 25, 2003, between Party A and General Electric Capital
Corporation, as Servicer (the "Servicing Agreement"), each as amended or
supplemented from time to time.

The terms of the particular Transaction to which this Confirmation relates are
as follows:

Type of Transaction:                CMT Rate Swap

Notional Amount:                    With respect to any Interest Accrual Period,
                                    the product of (i) the aggregate Loan Value
                                    of Loans that bear interest based on a
                                    one-year constant treasury maturity index
                                    (the "CMT Rate Loans") as of the beginning
                                    of the calendar month in which the Interest
                                    Accrual Period commenced; and (ii) the
                                    lesser of (x) the quotient of (a) the
                                    Outstanding Principal Balance of the Notes
                                    immediately after the Payment Date on which
                                    such Interest Accrual Period commences;
                                    divided by (b) the Pool Balance as of the

                                       1



                                    beginning of the calendar month in which the
                                    Interest Accrual Period commenced and (y)
                                    1.0. The Notional Amount for the first
                                    Interest Accrual Period is USD 30,771,522.

Trade Date:                         September 19, 2003

Effective Date:                     September 25, 2003

Termination                         Date: The earlier of (i) the Payment Date
                                    occurring in November 2011; (ii) the Payment
                                    Date on which the aggregate outstanding Loan
                                    Values of the CMT Rate Loans is zero; (iii)
                                    the Payment Date on which the Outstanding
                                    Principal Balance of the Notes is reduced to
                                    zero and (iv) an Early Termination Date.

Payment Date:                       One Business Day prior to the last day of
                                    each Interest Accrual Period.

Calculation Period:                 Initially, the period from and including
                                    September 25, 2003 to but excluding, October
                                    20, 2003, and for each period thereafter,
                                    from and including the twentieth day of each
                                    calendar month to and excluding the
                                    twentieth day of the next calendar month.

Business Day Convention:            Following

Business Day:                       New York and London

Party A Floating Rate Amounts:

     Party A Floating Rate Payer:   Party A

     Party A Floating Rate Payer
     Payment Date:                  Each Payment Date

     Party A Floating Rate Payer
     Period End Dates:              Last day of each Interest Accrual Period,
                                    subject to adjustment in accordance with the
                                    Following Business Date Convention.

     Party A Floating Rate:         CMT Rate

                                    "CMT Rate" means with respect to any
                                    Interest Accrual Period, a rate based upon
                                    the one-year constant treasury maturity
                                    index applicable to the CMT Loans as
                                    determined by Party A.



     Spread:                        20bps (.20%) per annum

     Party A Floating Rate Day
       Count Fraction:              30/360

LIBOR Floating Rate Amounts:

     LIBOR Floating Rate Payer:     Party B

     LIBOR Floating Rate Payer
     Payment Dates:                 Each Payment Date

     LIBOR Floating Rate Payer
     Period End Dates:              The last day of each Interest Accrual
                                    Period, subject to adjustment in accordance
                                    with the Following Business Date Convention.

     Reset Date:                    The first day of each Interest Accrual
                                    Period, subject to adjustment in accordance
                                    with the Following Business Date Convention.

     LIBOR Floating Rate:           USD-LIBOR-BBA

     Designated Maturity:           One month

     Cap Rate:                      N/A

     LIBOR Floating Rate Day
     Count Fraction:                Actual/360

     Compounding:                   N/A

     Business Days:                 New York

Calculation Agent:                  Party B

Account Details

          Payments to Party A: To be provided in written instructions.

          Payments to Party B: To be provided in written instructions.

         (a) Other Provisions:

         In the event that there is a purchase by CEF Equipment Holdings, L.L.C.
of all Loans owned by Party A pursuant to Section 6.1 of the Servicing
Agreement, Party A shall assign all of its rights and obligations hereunder to
General Electric Capital Sevices, Inc.

                     [Rest of page intentionally left blank]



     Please confirm that the foregoing correctly sets forth the terms of our
 agreement by executing the copy of this Confirmation enclosed for that purpose
                            and returning it to us.

                                         DEUTSCHE BANK AG, NEW YORK BRANCH

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:



Accepted and confirmed as of
the date first above written:

GE COMMERCIAL EQUIPMENT FINANCING, L.L.C., SERIES 2003-1
By: CEF Equipment Holding, L.L.C.
    its Managing Member

By: _____________________________________
    Name:
    Title:

EX-4.M

                                                                    Exhibit 4(m)

                                  CONFIRMATION

Date:                         September 25 2003

To:                           GE Commercial Equipment Financing, LLC, Series
                              2003-1 ("Party A")

Attention:                    Manager, Conduit Administration

From:                         Deutsche Bank, New York Branch ("Party B")

Transaction Reference Number: N258123N

The purpose of this letter agreement is to set forth the terms and conditions of
the Transaction entered into between us on the Trade Date referred to below.
This letter constitutes a "Confirmation" as referred to in the Master Agreement
specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swap and Derivatives Association, Inc., as such
definitions are modified and amended by the Schedule to the Master Agreement)
(the "Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.

This Confirmation supplements, forms a part of, and is subject to, the ISDA
Master Agreement dated as of September 25, 2003, as amended or supplemented from
time to time (the "Master Agreement") between you and us. All provisions
contained in the Master Agreement shall govern this Confirmation except as
expressly modified below.

The capitalized terms used herein and not otherwise defined herein, in the
Master Agreement or in the Definitions shall have the meanings assigned to them
in the Indenture, dated as of September 25, 2003, between Party A and JPMorgan
Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement,
dated as of September 25, 2003, between Party A and General Electric Capital
Corporation, as Servicer (the "Servicing Agreement"), each as amended or
supplemented from time to time.

The terms of the particular Transaction to which this Confirmation relates are
as follows:

Type of Transaction:                CP Rate Swap

Notional Amount:                    With respect to any Interest Accrual Period,
                                    the product of (i) the aggregate Loan Value
                                    of Loans that bear interest based on a
                                    30-day commercial paper rate index
                                    (excluding Hybrid Loans, the "CP Rate
                                    Loans") as of the beginning of the calendar
                                    month in which the Interest Accrual Period
                                    commenced; and (ii) the lesser of (x) the
                                    quotient of (a) the Outstanding Principal
                                    Balance of the Notes immediately after the
                                    Payment Date on which such Interest Accrual
                                    Period commences; divided by (b) the Pool
                                    Balance as of



                                    the beginning of the calendar month in which
                                    the Interest Accrual Period commenced and
                                    (y) 1.0. The Notional Amount for the first
                                    Interest Accrual Period is USD 61,940,031.

Trade Date:                         September 19, 2003

Effective Date:                     September 25, 2003

Termination Date:                   The earlier of (i) the Payment Date
                                    occurring in November 2011; (ii) the Payment
                                    Date on which the aggregate outstanding Loan
                                    Values of the CP Rate Loans is zero; (iii)
                                    the Payment Date on which the Outstanding
                                    Principal Balance of the Notes is reduced to
                                    zero and (iv) an Early Termination Date.

Payment Date:                       One Business Day prior to the last day of
                                    each Interest Accrual Period.

Calculation                         Period: Initially, the period from
                                    and including September 25, 2003 to
                                    but excluding, October 20, 2003, and
                                    for each period thereafter, from and
                                    including the twentieth day of each
                                    calendar month to and excluding the
                                    twentieth day of the next calendar
                                    month.

Business Day Convention:            Following

Business Day:                       New York and London

Party A Floating Rate Amounts:

     Party A Floating Rate Payer:   Party A

     Party A Floating Payer
     Payment Date:                  Each Payment Date

     Party A Floating Rate Payer
     Period End Dates:              Last day of each Interest Accrual Period,
                                    subject to adjustment in accordance with the
                                    Following Business Date Convention.

     Party A Floating Rate:         CP Rate

                                    "CP Rate" shall be equal to the rate listed
                                    for "1-Month" Commercial Paper
                                    (Non-Financial) under the column indicating
                                    the daily rate as stated in the Federal
                                    Reserve Statistical Release H.15 (519)
                                    published for the first Business Day of the
                                    calendar month in which the Interest




                                    Accrual Period commences. If, for any reason
                                    whatsoever, the Federal Reserve Statistical
                                    Release H.15 (519) is no longer published,
                                    the "CP Rate" shall be equal to the latest
                                    commercial paper rate for high grade
                                    unsecured notes of 30 days maturity sold
                                    through dealers by major corporation in
                                    multiples of $1,000 as indicated in the
                                    "Money Rate" column of the Wall Street
                                    Journal, Eastern Edition, published on the
                                    first Business Day of the calendar month in
                                    which the Interest Accrual Period commences.

     Spread:                        26 bps (.26%) per annum

     Initial CP Setting:            1.03%

     Party A Floating Rate Day
       Count Fraction:              Actual/360

LIBOR Floating Rate Amounts:

     LIBOR Floating Rate Payer:     Party B

     LIBOR Floating Rate Payer
     Payment Dates:                 Each Payment Date

     LIBOR Floating Rate Payer
     Period End Dates:              The last day of each Interest Accrual
                                    Period, subject to adjustment in accordance
                                    with the Following Business Date Convention.

     Reset Date:                    The first day of each Interest Accrual
                                    Period, subject to adjustment in accordance
                                    with the Following Business Date Convention.

     LIBOR Floating Rate:           USD-LIBOR-BBA

     Designated Maturity:           One month

     Cap Rate:                      N/A

     LIBOR Floating Rate Day
     Count Fraction:                Actual/360

     Compounding:                   N/A

     Business Days:                 New York

Calculation Agent:                  Party B

Account Details



          Payments to Party A: To be provided in written instructions.

          Payments to Party B: To be provided in written instructions.

         (a) Other Provisions:

         In the event that there is a purchase by CEF Equipment Holdings, L.L.C.
of all Loans owned by Party A pursuant to Section 6.1 of the Servicing
Agreement, Party A shall assign all of its rights and obligations hereunder to
General Electric Capital Services, Inc.

                     [Rest of page intentionally left blank]

                            [Signature Page Follows].



         Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.

                                      DEUTSCHE BANK AG, NEW YORK BRANCH

                                      By: ______________________________________
                                          Name:
                                          Title:

                                      By: ______________________________________
                                          Name:
                                          Title:



Accepted and confirmed as of
the date first above written:

GE COMMERCIAL EQUIPMENT FINANCING, L.L.C., SERIES 2003-1
By: CEF Equipment Holding, L.L.C.
    its Managing Member

By: _______________________________________
    Name:
    Title:

EX-4.N

                                                                    Exhibit 4(n)

                             REIMBURSEMENT AGREEMENT

         REIMBURSEMENT AGREEMENT (this "Reimbursement Agreement"), dated as of
September 25, 2003, among GENERAL ELECTRIC CAPITAL SERVICES, INC. ("GECS"), and
DEUTSCHE BANK AG, NEW YORK BRANCH (the "Counterparty").

                                    RECITALS

         WHEREAS, the Counterparty has entered into a ISDA Master Agreement,
dated as of September 25, 2003 (such agreement, as amended, supplemented or
modified from time to time, the "Agreement"), with GE Commercial Equipment
Financing, L.L.C., Series 2003-1 (the "Issuer") providing, among other things,
for Issuer to make certain payments to Counterparty in connection with an
interest rate swap transaction (the "Transaction") evidenced by the Agreement
and by a Confirmation dated as of September 25, 2003, with Transaction Reference
Number N258197N (the "Confirmation") made under the Agreement; capitalized terms
used and not otherwise defined herein are used as defined (directly or by
reference) in the Confirmation;

         WHEREAS, GECS is willing to enter into this Reimbursement Agreement to
induce the Counterparty to enter into the Confirmation with Issuer;

         NOW, THEREFORE, GECS and the Counterparty hereby agree:

         SECTION 1. FAST-PAY AND SLOW-PAY ADJUSTMENTS. GECS and the Counterparty
agree as follows:

                  (a)      Not less than two Business Days prior to each Payment
         Date or Early Termination Date under the Confirmation, GECS shall
         determine and notify the Calculation Agent of (i) the Notional Amount
         for purposes of determining the amounts payable under the Confirmation
         on such Payment Date or Early Termination Date and whether such
         Notional Amount is (A) less than the amount (the "Scheduled Notional
         Amount") shown in the "Average Balance" column on Exhibit A for the
         month immediately prior to the month in which such date occurs (in
         which case the absolute value of the difference is referred to as a
         "Fast-Pay Amount"), (B) equal to the Scheduled Notional Amount for such
         immediately prior Settlement Period (in which case there shall be no
         Fast-Pay Amount or Slow-Pay Amount for such Payment Date) or (C)
         greater than the Scheduled Notional Amount for such immediately prior
         Settlement Period (in which case the absolute value of the difference
         is referred to as a "Slow-Pay Amount"). GECS will provide to the
         Calculation Agent upon request any calculation requested by the
         Calculation Agent.

                  (b)      On any Payment Date or Early Termination Date with
         respect to which there exists any Fast-Pay Amount or Slow-Pay Amount,
         the Calculation Agent shall notify GECS of the amount (the "Fast-Pay
         Adjustment Amount" or "Slow-Pay Adjustment Amount", respectively) which
         would be payable (and by which party) under the Confirmation on such
         Payment Date or Early Termination Date if the Notional Amount used to
         determine payments due on such Payment Date or Early Termination



         Date were equal to the Fast-Pay Amount or Slow-Pay Amount, as
         applicable, and all other terms of the Confirmation remained unchanged.

                  (c)      On each Payment Date or Early Termination Date as to
         which there was a Fast-Pay Amount or Slow-Pay Amount, the parties
         hereto shall make the following payments, as applicable:

                           (i)      if there was a Fast-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by Issuer, then GECS shall pay
                  to the Counterparty an amount equal to the applicable Fast-Pay
                  Adjustment Amount;

                           (ii)     if there was a Fast-Pay  Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by the Counterparty,  then the
                  Counterparty  shall  pay  to  GECS  an  amount  equal  to  the
                  applicable Fast-Pay Adjustment Amount;

                           (iii)    if there was a Slow-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by the Counterparty, then GECS
                  shall pay to the Counterparty an amount equal to the
                  applicable Slow-Pay Adjustment Amount; and

                           (iv)     if there was a Slow-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by Issuer, then the
                  Counterparty shall pay to GECS an amount equal to the
                  applicable Slow-Pay Adjustment Amount.

         SECTION 2. Payment Upon Early Termination. GECS and the Counterparty
agree as follows:

                  (a)      In the event of a designation of an Early Termination
         Date as provided for in the Agreement, simultaneously with the
         calculations of amounts owed thereto, GECS shall notify the Calculation
         Agent of (i) any Fast Pay Amount or Slow Pay Amount (calculated in
         accordance with the methodology set forth in Section 1) and (ii) the
         net amount owed (and by which party) pursuant to subsection (i) above.

                  (b)      On the date determined in accordance with the
         Agreement in the event of an Early Termination Date, GECS and the
         Counterparty shall make the following payments:

                           (i)      In the event that the net amount calculated
                  pursuant to clause (a) above is owed by the Counterparty to
                  GECS, then the Counterparty shall promptly pay such amount to
                  GECS in accordance with this Reimbursement Agreement.

                                       2


                           (ii)     In the event that the net amount calculated
                  pursuant to clause (a) above is owed by GECS to the
                  Counterparty, then the GECS, shall promptly pay such amount to
                  the Counterparty in accordance with this Reimbursement
                  Agreement.

         SECTION 3. MISCELLANEOUS.

3.1 NOTICES. All notices to GECS under this Reimbursement Agreement and copies
of all notices of payment failure or other breaches by Issuer of the
Confirmation sent to Issuer under the Agreement shall, until GECS furnishes
written notice to the contrary, be mailed or delivered to GECS at 3001 Summer
Street, 2(nd) Floor, Stamford, Connecticut 06927, and directed to the attention
of the Portfolio Manager.

3.2 GOVERNING LAW. This Reimbursement Agreement shall be construed and enforced
in accordance with, and governed by, the laws of the State of New York, United
States of America.

3.3 CONSENT TO JURISDICTION. 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 OR ANY RELATED DOCUMENT; 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. 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.

3.4 WAIVER OF JURY TRIAL. 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 ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

                                       3


3.5 INTERPRETATION. The headings of the sections and other subdivisions of this
Reimbursement Agreement are inserted for convenience only and shall not be
deemed to constitute a part hereof.

3.6 ATTORNEY'S COST. Each party agrees to pay all reasonable attorney's fees and
disbursements and all other reasonable and actual costs and expenses which may
be incurred by the other party in the enforcement of this Reimbursement
Agreement.

3.7 NO SET-OFF. The Counterparty hereby waives any right to set-off, combine,
consolidate, or otherwise appropriate and apply, any indebtedness at any time
held or owing by the Counterparty under any agreements other than this
Reimbursement Agreement against, or on account of, any obligations or
liabilities of GECS under this Reimbursement Agreement; provided, however, that
nothing contained in this Section 3.7 shall constitute the waiver by any party
of any right to set-off, combine, consolidate or otherwise appropriate and apply
any indebtedness at any time held or owing by such party against, or on account
of, any obligations or liabilities of the other party that such party may have
by operation of law.

3.8 CURRENCY OF PAYMENT. Any payment to be made by GECS or Counterparty pursuant
to this Reimbursement Agreement shall be made in the same currency as designated
for payment in the Confirmation and such designation of the currency of payment
is of the essence.

3.9 TRANSFER. Neither this Reimbursement Agreement nor any interest or
obligation in or under this Reimbursement Agreement may be transferred (whether
by way of security or otherwise) by any party hereto without the prior written
consent of the other parties hereto, except that the Counterparty or Issuer may,
without the consent of the other parties hereto, transfer its interest in this
Reimbursement Agreement to any person or entity to which any interest or
obligation in or under the Confirmation is transferred in a manner that is not
inconsistent with the Agreement. GECS's obligations under this Reimbursement
Agreement shall continue notwithstanding any transfer by Issuer in accordance
with the Agreement of its rights and/or obligations under the Confirmation or
the Agreement as it relates to the Transaction, and the term "Issuer" as used
herein shall be deemed to refer to any transferee of Issuer's rights and/or
obligations under the Confirmation or the Agreement as it relates to the
Transaction.

3.10 NETTING. Notwithstanding any provision herein to the contrary, all amounts
payable on the same date by (or to) GECS to (or from) the Counterparty hereunder
or under Other Reimbursement Agreements (as defined below) shall be netted such
that each such party's obligation to make payment on any such date will be
automatically satisfied and discharged and (if the aggregate amount that would
otherwise have been payable by GECS or the Counterparty exceeds the aggregate
amount that otherwise have been payable by the Counterparty or GECS,
respectively) replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to such other party the excess
of the larger aggregate amount over the smaller aggregate amount. "Other
Reimbursement Agreements" means the two other Reimbursement Agreements, dated as
of the date here of, between GECS and the Counterparty which relate to
Transactions with Transaction Reference Numbers N258043N and N258123N.

3.11 AUTHORITY. Both parties represent that:

                                       4


                  (a)      The execution, delivery and performance of this
         Reimbursement Agreement have been and remain duly authorized by all
         necessary corporate action and do not contravene any provision of it's
         certificate of incorporation or by-laws, as amended to date, or any
         law, regulations, rule, decree, order, judgement or contractual
         restriction binding on it or its assets; and

                  (b)      This Reimbursement Agreement constitutes a legal,
         valid and binding obligation of such party enforceable against it in
         accordance with its terms, subject to bankruptcy, insolvency,
         reorganization, moratorium and other laws of general applicability
         relating to or affecting creditors rights and to general equity
         principals.

3.12 AMENDMENT. No amendment, modification or waiver in respect of this
Reimbursement Agreement will be effective unless in writing (including a writing
evidenced by a facsimile transmission) and executed by each of the parties or
confirmed by an exchange of telexes or electronic messages on an electronic
messaging system.

3.13 COUNTERPARTS. This Reimbursement Agreement (and each amendment,
modification and waiver in respect of it) may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be deemed
an original.

NON-PETITION. Counterparty and GECS each hereby covenant and agree that, prior
to the date which is one year and one day after the payment in full by Issuer of
the Class A Notes and the Class B Notes, it will not institute against Issuer
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States, provided that nothing shall limit Counterparty's
rights against GECS, or GECS rights against Counterparty, for claims arising
under this Reimbursement Agreement.

                                       5


         IN WITNESS of the foregoing, GECS and the Counterparty have caused
their respective duly authorized officers to execute this Reimbursement
Agreement as of the date first above written.

                                       GENERAL ELECTRIC CAPITAL SERVICES, INC.

                                       By: _____________________________________
                                           Name:
                                           Title:

                                             Deutsche Bank CP Rate Reimbursement

                                       S-1



                                       DEUTSCHE BANK AG, NEW YORK BRANCH

                                       By: _____________________________________
                                           Name:
                                           Title:

                                       By: _____________________________________
                                           Name:
                                           Title:

                                             Deutsche Bank CP Rate Reimbursement

                                       S-2



                                    EXHIBIT A

                              AMORTIZATION SCHEDULE



- --------------------------------------------------------
                                       AVERAGE  BALANCE
- --------------------------------------------------------
   FROM               TO
- --------------------------------------------------------
(Including)       (Including)
- --------------------------------------------------------
                                 
- --------------------------------------------------------
09/25/2003         10/20/2003             61,940,031
- --------------------------------------------------------
10/20/2003         11/20/2003             58,907,505
- --------------------------------------------------------
11/20/2003         12/20/2003             56,671,985
- --------------------------------------------------------
12/20/2003         01/20/2004             54,489,886
- --------------------------------------------------------
01/20/2004         02/20/2004             52,348,269
- --------------------------------------------------------
02/20/2004         03/20/2004             50,266,831
- --------------------------------------------------------
03/20/2004         04/20/2004             48,507,912
- --------------------------------------------------------
04/20/2004         05/20/2004             46,778,302
- --------------------------------------------------------
05/20/2004         06/20/2004             45,018,179
- --------------------------------------------------------
06/20/2004         07/20/2004             43,149,634
- --------------------------------------------------------
07/20/2004         08/20/2004             41,311,892
- --------------------------------------------------------
08/20/2004         09/20/2004             39,545,767
- --------------------------------------------------------
09/20/2004         10/20/2004             37,813,766
- --------------------------------------------------------
10/20/2004         11/20/2004             36,091,649
- --------------------------------------------------------
11/20/2004         12/20/2004             34,404,027
- --------------------------------------------------------
12/20/2004         01/20/2005             32,747,761
- --------------------------------------------------------
01/20/2005         02/20/2005             31,210,233
- --------------------------------------------------------
02/20/2005         03/20/2005             29,712,617
- --------------------------------------------------------
03/20/2005         04/20/2005             28,501,986
- --------------------------------------------------------
04/20/2005         05/20/2005             27,315,485
- --------------------------------------------------------
05/20/2005         06/20/2005             26,042,826
- --------------------------------------------------------
06/20/2005         07/20/2005             24,675,556
- --------------------------------------------------------
07/20/2005         08/20/2005             23,351,129
- --------------------------------------------------------
08/20/2005         09/20/2005             22,161,187
- --------------------------------------------------------
09/20/2005         10/20/2005             20,997,605
- --------------------------------------------------------
10/20/2005         11/20/2005             19,849,809
- --------------------------------------------------------
11/20/2005         12/20/2005             18,725,627
- --------------------------------------------------------
12/20/2005         01/20/2006             17,660,704
- --------------------------------------------------------
01/20/2006         02/20/2006             16,687,703
- --------------------------------------------------------
02/20/2006         03/20/2006             15,748,798
- --------------------------------------------------------
03/20/2006         04/20/2006             14,951,212
- --------------------------------------------------------
04/20/2006         05/20/2006             14,170,763
- --------------------------------------------------------
05/20/2006         06/20/2006             13,416,843
- --------------------------------------------------------
06/20/2006         07/20/2006             12,586,184
- --------------------------------------------------------
07/20/2006         08/20/2006             11,772,033
- --------------------------------------------------------
08/20/2006         09/20/2006             10,975,004
- --------------------------------------------------------
09/20/2006         10/20/2006             10,196,390
- --------------------------------------------------------


                                       A-1




- --------------------------------------------------------
                                     
10/20/2006         11/20/2006              9,436,379
- --------------------------------------------------------
11/20/2006         12/20/2006              8,693,613
- --------------------------------------------------------
12/20/2006         01/20/2007              7,965,455
- --------------------------------------------------------
01/20/2007         02/20/2007              7,192,936
- --------------------------------------------------------
02/20/2007         03/20/2007              6,519,637
- --------------------------------------------------------
03/20/2007         04/20/2007              5,964,204
- --------------------------------------------------------
04/20/2007         05/20/2007              5,419,463
- --------------------------------------------------------
05/20/2007         06/20/2007              4,874,005
- --------------------------------------------------------
06/20/2007         07/20/2007              4,309,909
- --------------------------------------------------------
07/20/2007         08/20/2007              3,762,467
- --------------------------------------------------------
08/20/2007         09/20/2007              3,240,721
- --------------------------------------------------------
09/20/2007         10/20/2007              2,742,172
- --------------------------------------------------------
10/20/2007         11/20/2007              2,258,918
- --------------------------------------------------------
11/20/2007         12/20/2007              1,788,576
- --------------------------------------------------------
12/20/2007         01/20/2008              1,329,375
- --------------------------------------------------------
01/20/2008         02/20/2008                927,326
- --------------------------------------------------------
02/20/2008         03/20/2008                544,489
- --------------------------------------------------------
03/20/2008         04/20/2008                267,802
- --------------------------------------------------------
04/20/2008         05/20/2008                 16,201
- --------------------------------------------------------


                                       A-2

EX-4.O

                                                                    Exhibit 4(o)

                             REIMBURSEMENT AGREEMENT

         REIMBURSEMENT AGREEMENT (this "Reimbursement Agreement"), dated as of
September 25, 2003, among GENERAL ELECTRIC CAPITAL SERVICES, INC. ("GECS"), and
DEUTSCHE BANK AG, NEW YORK BRANCH (the "Counterparty").

                                    RECITALS

         WHEREAS, the Counterparty has entered into a ISDA Master Agreement,
dated as of September 25, 2003 (such agreement, as amended, supplemented or
modified from time to time, the "Agreement"), with GE Commercial Equipment
Financing, L.L.C., Series 2003-1 (the "Issuer") providing, among other things,
for Issuer to make certain payments to Counterparty in connection with an
interest rate swap transaction (the "Transaction") evidenced by the Agreement
and by a Confirmation dated as of September 25, 2003, with Transaction Reference
Number N258043N (the "Confirmation") made under the Agreement; capitalized terms
used and not otherwise defined herein are used as defined (directly or by
reference) in the Confirmation;

         WHEREAS, GECS is willing to enter into this Reimbursement Agreement to
induce the Counterparty to enter into the Confirmation with Issuer;

         NOW, THEREFORE, GECS and the Counterparty hereby agree:

         SECTION 1. FAST-PAY AND SLOW-PAY ADJUSTMENTS. GECS and the Counterparty
agree as follows:

                  (a)      Not less than two Business Days prior to each Payment
         Date or Early Termination Date under the Confirmation, GECS shall
         determine and notify the Calculation Agent of (i) the Notional Amount
         for purposes of determining the amounts payable under the Confirmation
         on such Payment Date or Early Termination Date and whether such
         Notional Amount is (A) less than the amount (the "Scheduled Notional
         Amount") shown in the "Average Balance" column on Exhibit A for the
         month immediately prior to the month in which such date occurs (in
         which case the absolute value of the difference is referred to as a
         "Fast-Pay Amount"), (B) equal to the Scheduled Notional Amount for such
         immediately prior Settlement Period (in which case there shall be no
         Fast-Pay Amount or Slow-Pay Amount for such Payment Date) or (C)
         greater than the Scheduled Notional Amount for such immediately prior
         Settlement Period (in which case the absolute value of the difference
         is referred to as a "Slow-Pay Amount"). GECS will provide to the
         Calculation Agent upon request any calculation requested by the
         Calculation Agent.

                  (b)      On any Payment Date or Early Termination Date with
         respect to which there exists any Fast-Pay Amount or Slow-Pay Amount,
         the Calculation Agent shall notify GECS of the amount (the "Fast-Pay
         Adjustment Amount" or "Slow-Pay Adjustment Amount", respectively) which
         would be payable (and by which party) under the Confirmation on such
         Payment Date or Early Termination Date if the Notional Amount used to
         determine payments due on such Payment Date or Early Termination



         Date were equal to the Fast-Pay Amount or Slow-Pay Amount, as
         applicable, and all other terms of the Confirmation remained unchanged.

                  (c)      On each Payment Date or Early Termination Date as to
         which there was a Fast-Pay Amount or Slow-Pay Amount, the parties
         hereto shall make the following payments, as applicable:

                           (i)      if there was a Fast-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by Issuer, then GECS shall pay
                  to the Counterparty an amount equal to the applicable Fast-Pay
                  Adjustment Amount;

                           (ii)     if there was a Fast-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by the Counterparty, then the
                  Counterparty shall pay to GECS an amount equal to the
                  applicable Fast-Pay Adjustment Amount;

                           (iii)    if there was a Slow-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by the Counterparty, then GECS
                  shall pay to the Counterparty an amount equal to the
                  applicable Slow-Pay Adjustment Amount; and

                           (iv)     if there was a Slow-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by Issuer, then the
                  Counterparty shall pay to GECS an amount equal to the
                  applicable Slow-Pay Adjustment Amount.

         SECTION 2. Payment Upon Early Termination. GECS and the Counterparty
agree as follows:

                  (a)      In the event of a designation of an Early Termination
         Date as provided for in the Agreement, simultaneously with the
         calculations of amounts owed thereto, GECS shall notify the Calculation
         Agent of (i) any Fast Pay Amount or Slow Pay Amount (calculated in
         accordance with the methodology set forth in Section 1) and (ii) the
         net amount owed (and by which party) pursuant to subsection (i) above.

                  (b)      On the date determined in accordance with the
         Agreement in the event of an Early Termination Date, GECS and the
         Counterparty shall make the following payments:

                           (i)      In the event that the net amount calculated
                  pursuant to clause (a) above is owed by the Counterparty to
                  GECS, then the Counterparty shall promptly pay such amount to
                  GECS in accordance with this Reimbursement Agreement.

                                       2


                           (ii)     In the event that the net amount calculated
                  pursuant to clause (a) above is owed by GECS to the
                  Counterparty, then the GECS, shall promptly pay such amount to
                  the Counterparty in accordance with this Reimbursement
                  Agreement.

         SECTION 3. MISCELLANEOUS.

3.1 NOTICES. All notices to GECS under this Reimbursement Agreement and copies
of all notices of payment failure or other breaches by Issuer of the
Confirmation sent to Issuer under the Agreement shall, until GECS furnishes
written notice to the contrary, be mailed or delivered to GECS at 3001 Summer
Street, 2nd Floor, Stamford, Connecticut 06927, and directed to the attention of
the Portfolio Manager.

3.2 GOVERNING LAW. This Reimbursement Agreement shall be construed and enforced
in accordance with, and governed by, the laws of the State of New York, United
States of America.

3.3 CONSENT TO JURISDICTION. 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 OR ANY RELATED DOCUMENT; 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. 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.

3.4 WAIVER OF JURY TRIAL. 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 ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

                                       3


3.5 INTERPRETATION. The headings of the sections and other subdivisions of this
Reimbursement Agreement are inserted for convenience only and shall not be
deemed to constitute a part hereof.

3.6 ATTORNEY'S COST. Each party agrees to pay all reasonable attorney's fees and
disbursements and all other reasonable and actual costs and expenses which may
be incurred by the other party in the enforcement of this Reimbursement
Agreement.

3.7 NO SET-OFF. The Counterparty hereby waives any right to set-off, combine,
consolidate, or otherwise appropriate and apply, any indebtedness at any time
held or owing by the Counterparty under any agreements other than this
Reimbursement Agreement against, or on account of, any obligations or
liabilities of GECS under this Reimbursement Agreement; provided, however, that
nothing contained in this Section 3.7 shall constitute the waiver by any party
of any right to set-off, combine, consolidate or otherwise appropriate and apply
any indebtedness at any time held or owing by such party against, or on account
of, any obligations or liabilities of the other party that such party may have
by operation of law.

3.8 CURRENCY OF PAYMENT. Any payment to be made by GECS or Counterparty pursuant
to this Reimbursement Agreement shall be made in the same currency as designated
for payment in the Confirmation and such designation of the currency of payment
is of the essence.

3.9 TRANSFER. Neither this Reimbursement Agreement nor any interest or
obligation in or under this Reimbursement Agreement may be transferred (whether
by way of security or otherwise) by any party hereto without the prior written
consent of the other parties hereto, except that the Counterparty or Issuer may,
without the consent of the other parties hereto, transfer its interest in this
Reimbursement Agreement to any person or entity to which any interest or
obligation in or under the Confirmation is transferred in a manner that is not
inconsistent with the Agreement. GECS's obligations under this Reimbursement
Agreement shall continue notwithstanding any transfer by Issuer in accordance
with the Agreement of its rights and/or obligations under the Confirmation or
the Agreement as it relates to the Transaction, and the term "Issuer" as used
herein shall be deemed to refer to any transferee of Issuer's rights and/or
obligations under the Confirmation or the Agreement as it relates to the
Transaction.

3.10 NETTING. Notwithstanding any provision herein to the contrary, all amounts
payable on the same date by (or to) GECS to (or from) the Counterparty hereunder
or under Other Reimbursement Agreements (as defined below) shall be netted such
that each such party's obligation to make payment on any such date will be
automatically satisfied and discharged and (if the aggregate amount that would
otherwise have been payable by GECS or the Counterparty exceeds the aggregate
amount that otherwise have been payable by the Counterparty or GECS,
respectively) replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to such other party the excess
of the larger aggregate amount over the smaller aggregate amount. "Other
Reimbursement Agreements" means the two other Reimbursement Agreements, dated as
of the date here of, between GECS and the Counterparty which relate to
Transactions with Transaction Reference Numbers N258123N and N258197N.

3.11 AUTHORITY. Both parties represent that:

                                       4


                  (a)      The execution, delivery and performance of this
         Reimbursement Agreement have been and remain duly authorized by all
         necessary corporate action and do not contravene any provision of it's
         certificate of incorporation or by-laws, as amended to date, or any
         law, regulations, rule, decree, order, judgement or contractual
         restriction binding on it or its assets; and

                  (b)      This Reimbursement Agreement constitutes a legal,
         valid and binding obligation of such party enforceable against it in
         accordance with its terms, subject to bankruptcy, insolvency,
         reorganization, moratorium and other laws of general applicability
         relating to or affecting creditors rights and to general equity
         principals.

3.12 AMENDMENT. No amendment, modification or waiver in respect of this
Reimbursement Agreement will be effective unless in writing (including a writing
evidenced by a facsimile transmission) and executed by each of the parties or
confirmed by an exchange of telexes or electronic messages on an electronic
messaging system.

3.13 COUNTERPARTS. This Reimbursement Agreement (and each amendment,
modification and waiver in respect of it) may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be deemed
an original.

NON-PETITION. Counterparty and GECS each hereby covenant and agree that, prior
to the date which is one year and one day after the payment in full by Issuer of
the Class A Notes and the Class B Notes, it will not institute against Issuer
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States, provided that nothing shall limit Counterparty's
rights against GECS, or GECS rights against Counterparty, for claims arising
under this Reimbursement Agreement.

                                       5


         IN WITNESS of the foregoing, GECS and the Counterparty have caused
their respective duly authorized officers to execute this Reimbursement
Agreement as of the date first above written.

                                        GENERAL ELECTRIC CAPITAL SERVICES, INC.

                                        By: ___________________________________
                                            Name:
                                            Title:

                                 Deutsche Bank Fixed/Floating Rate Reimbursement

                                       S-1



                                        DEUTSCHE BANK AG, NEW YORK BRANCH

                                        By: ___________________________________
                                            Name:
                                            Title:

                                        By: ___________________________________
                                            Name:
                                            Title:

                                 Deutsche Bank Fixed/Floating Rate Reimbursement

                                       S-2


\
                                    EXHIBIT A

                              AMORTIZATION SCHEDULE



- --------------------------------------------------------
                                       AVERAGE  BALANCE
- --------------------------------------------------------
   FROM                TO
- --------------------------------------------------------
(Including)        (Including)
- --------------------------------------------------------
                                 
- --------------------------------------------------------
09/25/2003         10/20/2003            187,562,824
- --------------------------------------------------------
10/20/2003         11/20/2003            177,858,106
- --------------------------------------------------------
11/20/2003         12/20/2003            171,279,731
- --------------------------------------------------------
12/20/2003         01/20/2004            165,167,324
- --------------------------------------------------------
01/20/2004         02/20/2004            159,138,811
- --------------------------------------------------------
02/20/2004         03/20/2004            152,934,530
- --------------------------------------------------------
03/20/2004         04/20/2004            147,307,719
- --------------------------------------------------------
04/20/2004         05/20/2004            141,739,479
- --------------------------------------------------------
05/20/2004         06/20/2004            135,730,332
- --------------------------------------------------------
06/20/2004         07/20/2004            130,115,114
- --------------------------------------------------------
07/20/2004         08/20/2004            124,569,605
- --------------------------------------------------------
08/20/2004         09/20/2004            118,676,093
- --------------------------------------------------------
09/20/2004         10/20/2004            113,358,775
- --------------------------------------------------------
10/20/2004         11/20/2004            108,010,166
- --------------------------------------------------------
11/20/2004         12/20/2004            102,508,577
- --------------------------------------------------------
12/20/2004         01/20/2005             97,607,407
- --------------------------------------------------------
01/20/2005         02/20/2005             92,647,660
- --------------------------------------------------------
02/20/2005         03/20/2005             87,960,795
- --------------------------------------------------------
03/20/2005         04/20/2005             83,917,316
- --------------------------------------------------------
04/20/2005         05/20/2005             79,987,905
- --------------------------------------------------------
05/20/2005         06/20/2005             75,719,663
- --------------------------------------------------------
06/20/2005         07/20/2005             71,801,898
- --------------------------------------------------------
07/20/2005         08/20/2005             67,981,817
- --------------------------------------------------------
08/20/2005         09/20/2005             63,901,597
- --------------------------------------------------------
09/20/2005         10/20/2005             60,297,749
- --------------------------------------------------------
10/20/2005         11/20/2005             56,738,118
- --------------------------------------------------------
11/20/2005         12/20/2005             52,989,372
- --------------------------------------------------------
12/20/2005         01/20/2006             49,692,021
- --------------------------------------------------------
01/20/2006         02/20/2006             46,518,894
- --------------------------------------------------------
02/20/2006         03/20/2006             43,375,196
- --------------------------------------------------------
03/20/2006         04/20/2006             40,742,939
- --------------------------------------------------------
04/20/2006         05/20/2006             38,057,488
- --------------------------------------------------------
05/20/2006         06/20/2006             35,498,081
- --------------------------------------------------------
06/20/2006         07/20/2006             32,834,139
- --------------------------------------------------------
07/20/2006         08/20/2006             30,327,185
- --------------------------------------------------------
08/20/2006         09/20/2006             27,910,938
- --------------------------------------------------------
09/20/2006         10/20/2006             25,555,760
- --------------------------------------------------------


                                      A-1




- --------------------------------------------------------
                                    
- --------------------------------------------------------
10/20/2006         11/20/2006             23,276,720
- --------------------------------------------------------
11/20/2006         12/20/2006             21,046,220
- --------------------------------------------------------
12/20/2006         01/20/2007             18,943,478
- --------------------------------------------------------
01/20/2007         02/20/2007             17,005,510
- --------------------------------------------------------
02/20/2007         03/20/2007             14,919,535
- --------------------------------------------------------
03/20/2007         04/20/2007             13,532,546
- --------------------------------------------------------
04/20/2007         05/20/2007             12,001,092
- --------------------------------------------------------
05/20/2007         06/20/2007             10,458,247
- --------------------------------------------------------
06/20/2007         07/20/2007              9,203,676
- --------------------------------------------------------
07/20/2007         08/20/2007              7,952,262
- --------------------------------------------------------
08/20/2007         09/20/2007              6,840,530
- --------------------------------------------------------
09/20/2007         10/20/2007              5,775,184
- --------------------------------------------------------
10/20/2007         11/20/2007              4,722,959
- --------------------------------------------------------
11/20/2007         12/20/2007              3,725,976
- --------------------------------------------------------
12/20/2007         01/20/2008              2,764,124
- --------------------------------------------------------
01/20/2008         02/20/2008              1,905,298
- --------------------------------------------------------
02/20/2008         03/20/2008              1,082,693
- --------------------------------------------------------
03/20/2008         04/20/2008                510,169
- --------------------------------------------------------
04/20/2008         05/20/2008                 29,618
- --------------------------------------------------------


                                      A-2

EX-4.P

                                                                    Exhibit 4(p)

                             REIMBURSEMENT AGREEMENT

         REIMBURSEMENT AGREEMENT (this "Reimbursement Agreement"), dated as of
September 25, 2003, among GENERAL ELECTRIC CAPITAL SERVICES, INC. ("GECS"), and
DEUTSCHE BANK AG, NEW YORK BRANCH (the "Counterparty").

                                    RECITALS

         WHEREAS, the Counterparty has entered into a ISDA Master Agreement,
dated as of September 25, 2003 (such agreement, as amended, supplemented or
modified from time to time, the "Agreement"), with GE Commercial Equipment
Financing, L.L.C., Series 2003-1 (the "Issuer") providing, among other things,
for Issuer to make certain payments to Counterparty in connection with an
interest rate swap transaction (the "Transaction") evidenced by the Agreement
and by a Confirmation dated as of September 25, 2003, with Transaction Reference
Number N258123N (the "Confirmation") made under the Agreement; capitalized terms
used and not otherwise defined herein are used as defined (directly or by
reference) in the Confirmation;

         WHEREAS, GECS is willing to enter into this Reimbursement Agreement to
induce the Counterparty to enter into the Confirmation with Issuer;

         NOW, THEREFORE, GECS and the Counterparty hereby agree:

         SECTION 1.FAST-PAY AND SLOW-PAY ADJUSTMENTS. GECS and the Counterparty
agree as follows:

                  (a)      Not less than two Business Days prior to each Payment
         Date or Early Termination Date under the Confirmation, GECS shall
         determine and notify the Calculation Agent of (i) the Notional Amount
         for purposes of determining the amounts payable under the Confirmation
         on such Payment Date or Early Termination Date and whether such
         Notional Amount is (A) less than the amount (the "Scheduled Notional
         Amount") shown in the "Average Balance" column on Exhibit A for the
         month immediately prior to the month in which such date occurs (in
         which case the absolute value of the difference is referred to as a
         "Fast-Pay Amount"), (B) equal to the Scheduled Notional Amount for such
         immediately prior Settlement Period (in which case there shall be no
         Fast-Pay Amount or Slow-Pay Amount for such Payment Date) or (C)
         greater than the Scheduled Notional Amount for such immediately prior
         Settlement Period (in which case the absolute value of the difference
         is referred to as a "Slow-Pay Amount"). GECS will provide to the
         Calculation Agent upon request any calculation requested by the
         Calculation Agent.

                  (b)      On any Payment Date or Early Termination Date with
         respect to which there exists any Fast-Pay Amount or Slow-Pay Amount,
         the Calculation Agent shall notify GECS of the amount (the "Fast-Pay
         Adjustment Amount" or "Slow-Pay Adjustment Amount", respectively) which
         would be payable (and by which party) under the Confirmation on such
         Payment Date or Early Termination



         Date if the Notional Amount used to determine payments due on such
         Payment Date or Early Termination Date were equal to the Fast-Pay
         Amount or Slow-Pay Amount, as applicable, and all other terms of the
         Confirmation remained unchanged.

                  (c)      On each Payment Date or Early Termination Date as to
         which there was a Fast-Pay Amount or Slow-Pay Amount, the parties
         hereto shall make the following payments, as applicable:

                           (i)      if there was a Fast-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by Issuer, then GECS shall pay
                  to the Counterparty an amount equal to the applicable Fast-Pay
                  Adjustment Amount;

                           (ii)     if there was a Fast-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by the Counterparty, then the
                  Counterparty shall pay to GECS an amount equal to the
                  applicable Fast-Pay Adjustment Amount;

                           (iii)    if there was a Slow-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by the Counterparty, then GECS
                  shall pay to the Counterparty an amount equal to the
                  applicable Slow-Pay Adjustment Amount; and

                           (iv)     if there was a Slow-Pay Amount with respect
                  to such Payment Date or Early Termination Date, and the actual
                  net payment due under the Confirmation on such Payment Date or
                  Early Termination Date was owed by Issuer, then the
                  Counterparty shall pay to GECS an amount equal to the
                  applicable Slow-Pay Adjustment Amount.

         SECTION 2. Floating Rate Basis Adjustments. GECS and the Counterparty
agree as follows:

                  (a)      Not less than two Business Days prior to each Payment
         Date or Early Termination Date, GECS shall notify the Calculation Agent
         of the Party A Floating Rate applicable under the Confirmation (the
         "CMT Rate") for purposes of determining the amount payable on such
         Payment Date or Early Termination Date. GECS will provide to the
         Calculation Agent upon request any calculation so requested by the
         Calculation Agent.

                  (b)      On each Payment Date or Early Termination Date, the
         Calculation Agent shall notify GECS of the amount which would have been
         payable (and by which party) on such Payment Date or Early Termination
         Date pursuant to a hypothetical basis swap transaction executed under
         the Agreement (the "Hypothetical Basis Swap") on the same terms as the
         Confirmation, except that (i) the notional amount of such swap
         amortizes as set out in the "Average Balance" column on Exhibit A
         attached hereto, (ii) instead of the CMT Rate plus a Spread, (as set
         forth in the Confirmation), the Issuer was required to

                                       2



         make payments based upon USD-LIBOR-BBA with a Designated Maturity of
         twelve months (as defined in the 2000 ISDA Definitions published by the
         International Swaps and Derivatives Association, Inc.), minus a spread
         of 18.5 basis points (.185%), and a Reset Date (as defined in the
         Confirmation but only applicable semi-annually on the February and
         August Reset Dates, instead of monthly) and (iii) instead of
         USD-LIBOR-BBA with a Designated Maturity of one month, the Counterparty
         was required to make payments based upon the CMT Rate plus a Spread (as
         set forth in the Confirmation).

                  (c)      On each Payment Date or Early Termination Date, (i)
         GECS shall pay to the Counterparty an amount equal to any net amount
         that would have been payable by the Issuer to the Counterparty under
         the Hypothetical Basis Swap on such Payment Date or Early Termination
         Date, and (ii) the Counterparty shall pay to GECS an amount equal to
         any net amount that would have been payable by the Counterparty to the
         Issuer under the Hypothetical Basis Swap on such Payment Date or Early
         Termination Date.

         SECTION 3. Payment Upon Early Termination. GECS and the Counterparty
agree as follows:

                  (a)      In the event of a designation of an Early Termination
         Date as provided for in the Agreement, simultaneously with the
         calculations of amounts owed thereto, GECS shall notify the Calculation
         Agent of (i) any Fast Pay Amount or Slow Pay Amount (calculated in
         accordance with the methodology set forth in Section 1), (ii) the
         amount which would be payable under the Hypothetical Basis Swap
         (calculated in accordance with the methodology set forth in Section 2)
         and (iii) the net amount owed (and by which party) pursuant to
         subsection (i) above.

                  (b)      On the date determined in accordance with the
         Agreement in the event of an Early Termination Date, GECS and the
         Counterparty shall make the following payments:

                           (i)      In the event that the net amount calculated
                  pursuant to clause (a) above is owed by the Counterparty to
                  GECS, then the Counterparty shall promptly pay such amount to
                  GECS in accordance with this Reimbursement Agreement.

                           (ii)     In the event that the net amount calculated
                  pursuant to clause (a) above is owed by GECS to the
                  Counterparty, then the GECS, shall promptly pay such amount to
                  the Counterparty in accordance with this Reimbursement
                  Agreement.

         SECTION 4. MISCELLANEOUS.

4.1 NOTICES. All notices to GECS under this Reimbursement Agreement and copies
of all notices of payment failure or other breaches by Issuer of the
Confirmation sent to Issuer under the Agreement shall, until GECS furnishes
written notice to the contrary, be mailed or delivered to GECS at 3001 Summer
Street, 2nd Floor, Stamford, Connecticut 06927, and directed to the attention of
the Portfolio Manager.

                                       3



4.2 GOVERNING LAW. This Reimbursement Agreement shall be construed and enforced
in accordance with, and governed by, the laws of the State of New York, United
States of America.

4.3 CONSENT TO JURISDICTION. 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 OR ANY RELATED DOCUMENT; 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. 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.

4.4 WAIVER OF JURY TRIAL. 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 ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

4.5 INTERPRETATION. The headings of the sections and other subdivisions of this
Reimbursement Agreement are inserted for convenience only and shall not be
deemed to constitute a part hereof.

4.6 ATTORNEY'S COST. Each party agrees to pay all reasonable attorney's fees and
disbursements and all other reasonable and actual costs and expenses which may
be incurred by the other party in the enforcement of this Reimbursement
Agreement.

4.7 NO SET-OFF. The Counterparty hereby waives any right to set-off, combine,
consolidate, or otherwise appropriate and apply, any indebtedness at any time
held or owing by the Counterparty under any agreements other than this
Reimbursement Agreement against, or on account of, any obligations or
liabilities of GECS under this Reimbursement Agreement; provided, however, that
nothing contained in this Section 4.7 shall constitute the waiver by any party
of any right to set-off, combine, consolidate or otherwise appropriate and apply
any indebtedness at any time held

                                       4



or owing by such party against, or on account of, any obligations or liabilities
of the other party that such party may have by operation of law.

4.8 CURRENCY OF PAYMENT. Any payment to be made by GECS or Counterparty pursuant
to this Reimbursement Agreement shall be made in the same currency as designated
for payment in the Confirmation and such designation of the currency of payment
is of the essence.

4.9 TRANSFER. Neither this Reimbursement Agreement nor any interest or
obligation in or under this Reimbursement Agreement may be transferred (whether
by way of security or otherwise) by any party hereto without the prior written
consent of the other parties hereto, except that the Counterparty or Issuer may,
without the consent of the other parties hereto, transfer its interest in this
Reimbursement Agreement to any person or entity to which any interest or
obligation in or under the Confirmation is transferred in a manner that is not
inconsistent with the Agreement. GECS's obligations under this Reimbursement
Agreement shall continue notwithstanding any transfer by Issuer in accordance
with the Agreement of its rights and/or obligations under the Confirmation or
the Agreement as it relates to the Transaction, and the term "Issuer" as used
herein shall be deemed to refer to any transferee of Issuer's rights and/or
obligations under the Confirmation or the Agreement as it relates to the
Transaction.

4.10 NETTING. Notwithstanding any provision herein to the contrary, all amounts
payable on the same date by (or to) GECS to (or from) the Counterparty hereunder
or under Other Reimbursement Agreements (as defined below) shall be netted such
that each such party's obligation to make payment on any such date will be
automatically satisfied and discharged and (if the aggregate amount that would
otherwise have been payable by GECS or the Counterparty exceeds the aggregate
amount that otherwise have been payable by the Counterparty or GECS,
respectively) replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to such other party the excess
of the larger aggregate amount over the smaller aggregate amount. "Other
Reimbursement Agreements" means the two other Reimbursement Agreements, dated as
of the date here of, between GECS and the Counterparty which relate to
Transactions with Transaction Reference Numbers N258043N and N258197N.

4.11 AUTHORITY. Both parties represent that:

                  (a) The execution, delivery and performance of this
         Reimbursement Agreement have been and remain duly authorized by all
         necessary corporate action and do not contravene any provision of it's
         certificate of incorporation or by-laws, as amended to date, or any
         law, regulations, rule, decree, order, judgement or contractual
         restriction binding on it or its assets; and

                  (b) This Reimbursement Agreement constitutes a legal, valid
         and binding obligation of such party enforceable against it in
         accordance with its terms, subject to bankruptcy, insolvency,
         reorganization, moratorium and other laws of general applicability
         relating to or affecting creditors rights and to general equity
         principals.

4.12 AMENDMENT. No amendment, modification or waiver in respect of this
Reimbursement Agreement will be effective unless in writing (including a writing
evidenced by a facsimile

                                       5



transmission) and executed by each of the parties or confirmed by an exchange of
telexes or electronic messages on an electronic messaging system.

4.13 COUNTERPARTS. This Reimbursement Agreement (and each amendment,
modification and waiver in respect of it) may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be deemed
an original.

4.14 NON-PETITION. Counterparty and GECS each hereby covenant and agree that,
prior to the date which is one year and one day after the payment in full by
Issuer of the Class A Notes and the Class B Notes, it will not institute against
Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States, provided that nothing shall limit Counterparty's
rights against GECS, or GECS rights against Counterparty, for claims arising
under this Reimbursement Agreement.

                                       6



         IN WITNESS of the foregoing, GECS and the Counterparty have caused
their respective duly authorized officers to execute this Reimbursement
Agreement as of the date first above written.

                                       GENERAL ELECTRIC CAPITAL
                                          SERVICES, INC.

                                       By:______________________________________
                                          Name:
                                          Title:

                                            Deutsche Bank CMT Rate Reimbursement

                                      S-1



                                       DEUTSCHE BANK AG, NEW YORK
                                          BRANCH

                                       By:______________________________________
                                          Name:
                                          Title:

                                       By:______________________________________
                                          Name:
                                          Title:

                                            Deutsche Bank CMT Rate Reimbursement

                                      S-2



                                    EXHIBIT A

                              AMORTIZATION SCHEDULE



                                         AVERAGE  BALANCE
- ---------------------------------------------------------
     FROM                TO
  (Including)        (Including)
- ---------------------------------------------------------
                                   
   09/25/2003         10/20/2003            30,771,522
- ---------------------------------------------------------
   10/20/2003         11/20/2003            28,985,199
- ---------------------------------------------------------
   11/20/2003         12/20/2003            27,673,053
- ---------------------------------------------------------
   12/20/2003         01/20/2004            26,401,751
- ---------------------------------------------------------
   01/20/2004         02/20/2004            25,160,469
- ---------------------------------------------------------
   02/20/2004         03/20/2004            23,941,147
- ---------------------------------------------------------
   03/20/2004         04/20/2004            22,866,947
- ---------------------------------------------------------
   04/20/2004         05/20/2004            21,826,559
- ---------------------------------------------------------
   05/20/2004         06/20/2004            20,792,213
- ---------------------------------------------------------
   06/20/2004         07/20/2004            19,754,830
- ---------------------------------------------------------
   07/20/2004         08/20/2004            18,769,683
- ---------------------------------------------------------
   08/20/2004         09/20/2004            17,795,383
- ---------------------------------------------------------
   09/20/2004         10/20/2004            16,858,018
- ---------------------------------------------------------
   10/20/2004         11/20/2004            15,933,528
- ---------------------------------------------------------
   11/20/2004         12/20/2004            14,622,015
- ---------------------------------------------------------
   12/20/2004         01/20/2005            13,658,688
- ---------------------------------------------------------
   01/20/2005         02/20/2005            12,840,188
- ---------------------------------------------------------
   02/20/2005         03/20/2005            12,050,754
- ---------------------------------------------------------
   03/20/2005         04/20/2005            11,186,845
- ---------------------------------------------------------
   04/20/2005         05/20/2005            10,362,576
- ---------------------------------------------------------
   05/20/2005         06/20/2005             9,641,380
- ---------------------------------------------------------
   06/20/2005         07/20/2005             8,936,622
- ---------------------------------------------------------
   07/20/2005         08/20/2005             8,262,120
- ---------------------------------------------------------
   08/20/2005         09/20/2005             7,625,012
- ---------------------------------------------------------
   09/20/2005         10/20/2005             7,035,258
- ---------------------------------------------------------
   10/20/2005         11/20/2005             6,488,998
- ---------------------------------------------------------
   11/20/2005         12/20/2005             5,951,872
- ---------------------------------------------------------
   12/20/2005         01/20/2006             5,430,784
- ---------------------------------------------------------
   01/20/2006         02/20/2006             4,881,598
- ---------------------------------------------------------
   02/20/2006         03/20/2006             4,492,307
- ---------------------------------------------------------
   03/20/2006         04/20/2006             4,186,105
- ---------------------------------------------------------
   04/20/2006         05/20/2006             3,888,025
- ---------------------------------------------------------
   05/20/2006         06/20/2006             3,596,897
- ---------------------------------------------------------
   06/20/2006         07/20/2006             3,315,731
- ---------------------------------------------------------
   07/20/2006         08/20/2006             3,050,501
- ---------------------------------------------------------
   08/20/2006         09/20/2006             2,797,703
- ---------------------------------------------------------
   09/20/2006         10/20/2006             2,561,338
- ---------------------------------------------------------
   10/20/2006         11/20/2006             2,343,064
- ---------------------------------------------------------
   11/20/2006         12/20/2006             2,129,742
- ---------------------------------------------------------
   12/20/2006         01/20/2007             1,922,013
- ---------------------------------------------------------
   01/20/2007         02/20/2007             1,700,057
- ---------------------------------------------------------
   02/20/2007         03/20/2007             1,509,641
- ---------------------------------------------------------
   03/20/2007         04/20/2007             1,331,004
- ---------------------------------------------------------
   04/20/2007         05/20/2007             1,167,155
- ---------------------------------------------------------


                                      A-1



                                   
   05/20/2007         06/20/2007             1,023,223
- ---------------------------------------------------------
   06/20/2007         07/20/2007               891,396
- ---------------------------------------------------------
   07/20/2007         08/20/2007               765,483
- ---------------------------------------------------------
   08/20/2007         09/20/2007               646,626
- ---------------------------------------------------------
   09/20/2007         10/20/2007               533,056
- ---------------------------------------------------------
   10/20/2007         11/20/2007               431,750
- ---------------------------------------------------------
   11/20/2007         12/20/2007               335,779
- ---------------------------------------------------------
   12/20/2007         01/20/2008               244,507
- ---------------------------------------------------------
   01/20/2008         02/20/2008               158,794
- ---------------------------------------------------------
   02/20/2008         03/20/2008                96,499
- ---------------------------------------------------------
   03/20/2008         04/20/2008                46,412
- ---------------------------------------------------------
   04/20/2008         05/20/2008                 2,753
- ---------------------------------------------------------



                                       A-2

EX-4.Q

                                                                    Exhibit 4(q)

(MULTICURRENCY--CROSS BORDER)

                                  [ISDA LOGO]

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                     dated as of September 25, 2003 between

  GE COMMERCIAL EQUIPMENT              AND              GENERAL ELECTRIC CAPITAL
FINANCING LLC, SERIES 2003-1                                 SERVICES, INC.
        ("PARTY A")                                           ("PARTY B")

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.       INTERPRETATION

(a)      DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      INCONSISTENCY. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purposes of the relevant Transaction.

(c)      SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.       OBLIGATIONS

(a)      GENERAL CONDITIONS.

         (i)      Each party will make each payment or delivery specified in
         each Confirmation to be made by it, subject to the other provisions of
         this Agreement.

         (ii)     Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

         (iii)    Each obligation of each party under Section 2(a)(i) is subject
         to (1) the condition precedent that no Event of Default or Potential
         Event of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination Date
         in respect of the relevant Transaction has occurred or been effectively
         designated and (3) each other applicable condition precedent specified
         in this Agreement.



(b)      CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      NETTING. If on any date amounts would otherwise be payable:--

         (i)      in the same currency; and

         (ii)     in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)      DEDUCTION OR WITHHOLDING FOR TAX.

         (i)      GROSS-UP. All payments under this Agreement will be made
         without any deduction or withholding for or on account of any Tax
         unless such deduction or withholding is required by any applicable law,
         as modified by the practice of any relevant governmental revenue
         authority, then in effect. If a party is so required to deduct or
         withhold, then that party ("X") will:--

                  (1)      promptly notify the other party ("Y") of such
                  requirement;

                  (2)      pay to the relevant authorities the full amount
                  required to be deducted or withheld (including the full amount
                  required to be deducted or withheld from any additional amount
                  paid by X to Y under this Section 2(d)) promptly upon the
                  earlier of determining that such deduction or withholding is
                  required or receiving notice that such amount has been
                  assessed against Y;

                  (3)      promptly forward to Y an official receipt (or a
                  certified copy), or other documentation reasonably acceptable
                  to Y, evidencing such payment to such authorities; and

                  (4)      if such Tax is an Indemnifiable Tax, pay to Y, in
                  addition to the payment to which Y is otherwise entitled under
                  this Agreement, such additional amount as is necessary to
                  ensure that the net amount actually received by Y (free and
                  clear of Indemnifiable Taxes, whether assessed against X or Y)
                  will equal the full amount Y would have received had no such
                  deduction or withholding been required. However, X will not be
                  required to pay any additional amount to Y to the extent that
                  it would not be required to be paid but for:--

                           (A)      the failure by Y to comply with or perform
                           any agreement contained in Section 4(a)(i), 4(a)(iii)
                           or 4(d); or

                           (B)      the failure of a representation made by Y
                           pursuant to Section 3(f) to be accurate and true
                           unless such failure would not have occurred but for
                           (I) any action taken by a taxing authority, or
                           brought in a court of competent jurisdiction, on or
                           after the date on which a Transaction is entered into
                           (regardless of whether such action is taken or
                           brought with respect to a party to this Agreement) or
                           (II) a Change in Tax Law.

                                                                   ISDA (R) 1992

                                       2



         (ii)     LIABILITY. IF:--

                  (1)      X is required by any applicable law, as modified by
                  the practice of any relevant governmental revenue authority,
                  to make any deduction or withholding in respect of which X
                  would not be required to pay an additional amount to Y under
                  Section 2(d)(i)(4);

                  (2)      X does not so deduct or withhold; and

                  (3)      a liability resulting from such Tax is assessed
                  directly against X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the amount
         of such liability (including any related liability for interest, but
         including any related liability for penalties only if Y has failed to
         comply with or perform any agreement contained in Section 4(a)(i),
         4(a)(iii) or 4(d)).

(e)      DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)      BASIC REPRESENTATIONS.

         (i)      STATUS. It is duly organised and validly existing under the
         laws of the jurisdiction of its organisation or incorporation and, if
         relevant under such laws, in good standing;

         (ii)     POWERS. It has the power to execute this Agreement and any
         other documentation relating to this Agreement to which it is a party,
         to deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it has
         under any Credit Support Document to which it is a party and has taken
         all necessary action to authorise such execution, delivery and
         performance;

         (iii)    NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment of
         any court or other agency of government applicable to it or any of its
         assets or any contractual restriction binding on or affecting it or any
         of its assets;

         (iv)     CONSENTS. All governmental and other consents that are
         required to have been obtained by it with respect to this Agreement or
         any Credit Support Document to which it is a party have been obtained
         and are in full force and effect and all conditions of any such
         consents have been complied with; and

         (v)      OBLIGATIONS BINDING. Its obligations under this Agreement and
         any Credit Support Document to which it is a party constitute its
         legal, valid and binding obligations, enforceable in accordance with
         their respective terms (subject to applicable bankruptcy,
         reorganisation, insolvency, moratorium or similar laws affecting
         creditors' rights generally and subject, as to enforceability, to
         equitable principles of general application (regardless of whether
         enforcement is sought in a proceeding in equity or at law)).

                                                                   ISDA (R) 1992

                                       3





(b)      ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)      PAYER TAX REPRESENTATION. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)      PAYEE TAX REPRESENTATIONS. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

         (i)      any forms, documents or certificates relating to taxation
         specified in the Schedule or any Confirmation;

         (ii)     any other documents specified in the Schedule or any
         Confirmation; and

         (iii)    upon reasonable demand by such other party, any form or
         document that may be required or reasonably requested in writing in
         order to allow such other party or its Credit Support Provider to make
         a payment under this Agreement or any applicable Credit Support
         Document without any deduction or withholding for or on account of any
         Tax or with such deduction or withholding at a reduced rate (so long as
         the completion, execution or submission of such form or document would
         not materially prejudice the legal or commercial position of the party
         in receipt of such demand), with any such form or document to be
         accurate and completed in a manner reasonably satisfactory to such
         other party and to be executed and to be delivered with any reasonably
         required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)      MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

(c)      COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)      TAX AGREEMENT. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)      PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

                                                                   ISDA (R) 1992

                                       4






organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      EVENTS OF DEFAULT. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

         (i)      FAILURE TO PAY OR DELIVER. Failure by the party to make, when
         due, any payment under this Agreement or delivery under Section 2(a)(i)
         or 2(e) required to be made by it if such failure is not remedied on or
         before the third Local Business Day after notice of such failure is
         given to the party;

         (ii)     BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii)    CREDIT SUPPORT DEFAULT.

                  (1)      Failure by the party or any Credit Support Provider
                  of such party to comply with or perform any agreement or
                  obligation to be complied with or performed by it in
                  accordance with any Credit Support Document if such failure is
                  continuing after any applicable grace period has elapsed;

                  (2)      the expiration or termination of such Credit Support
                  Document or the failing or ceasing of such Credit Support
                  Document to be in full force and effect for the purpose of
                  this Agreement (in either case other than in accordance with
                  its terms) prior to the satisfaction of all obligations of
                  such party under each Transaction to which such Credit Support
                  Document relates without the written consent of the other
                  party; or

                  (3)      the party or such Credit Support Provider disaffirms,
                  disclaims, repudiates or rejects, in whole or in part, or
                  challenges the validity of, such Credit Support Document;

         (iv)     MISREPRESENTATION. A representation (other than a
         representation under Section 3(e) or (f)) made or repeated or deemed to
         have been made or repeated by the party or any Credit Support Provider
         of such party in this Agreement or any Credit Support Document proves
         to have been incorrect or misleading in any material respect when made
         or repeated or deemed to have been made or repeated;

         (v)      DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (1) defaults under a Specified Transaction and, after giving
         effect to any applicable notice requirement or grace period, there
         occurs a liquidation of, an acceleration of obligations under, or an
         early termination of, that Specified Transaction, (2) defaults, after
         giving effect to any applicable notice requirement or grace period, in
         making any payment or delivery due on the last payment, delivery or
         exchange date of, or any payment on early termination of, a Specified
         Transaction (or such default continues for at least three Local
         Business Days if there is no applicable notice requirement or grace
         period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
         or in part, a Specified Transaction (or such action is taken by any
         person or entity appointed or empowered to operate it or act on its
         behalf);

         (vi)     CROSS DEFAULT. If "Cross Default" is specified in the Schedule
         as applying to the party, the occurrence or existence of (1) a default,
         event of default or other similar condition or event (however

                                                                   ISDA (R) 1992

                                       5






         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness of
         any of them (individually or collectively) in an aggregate amount of
         not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof in
         an aggregate amount of not less than the applicable Threshold Amount
         under such agreements or instruments (after giving effect to any
         applicable notice requirement or grace period);

         (vii)    BANKRUPTCY. The party, any Credit Support Provider of such
         party or any applicable Specified Entity of such party: --

                  (1)      is dissolved (other than pursuant to a consolidation,
                  amalgamation or merger); (2) becomes insolvent or is unable to
                  pay its debts or fails or admits in writing its inability
                  generally to pay its debts as they become due; (3) makes a
                  general assignment, arrangement or composition with or for the
                  benefit of its creditors; (4) institutes or has instituted
                  against it a proceeding seeking a judgment of insolvency or
                  bankruptcy or any other relief under any bankruptcy or
                  insolvency law or other similar law affecting creditors'
                  rights, or a petition is presented for its winding-up or
                  liquidation, and, in the case of any such proceeding or
                  petition instituted or presented against it, such proceeding
                  or petition (A) results in a judgment of insolvency or
                  bankruptcy or the entry of an order for relief or the making
                  of an order for its winding-up or liquidation or (B) is not
                  dismissed, discharged, stayed or restrained in each case
                  within 30 days of the institution or presentation thereof; (5)
                  has a resolution passed for its winding-up, official
                  management or liquidation (other than pursuant to a
                  consolidation, amalgamation or merger); (6) seeks or becomes
                  subject to the appointment of an administrator, provisional
                  liquidator, conservator, receiver, trustee, custodian or other
                  similar official for it or for all or substantially all its
                  assets; (7) has a secured party take possession of all or
                  substantially all its assets or has a distress, execution,
                  attachment, sequestration or other legal process levied,
                  enforced or sued on or against all or substantially all its
                  assets and such secured party maintains possession, or any
                  such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8) causes
                  or is subject to any event with respect to it which, under the
                  applicable laws of any jurisdiction, has an analogous effect
                  to any of the events specified in clauses (1) to (7)
                  (inclusive); or (9) takes any action in furtherance of, or
                  indicating its consent to, approval of, or acquiescence in,
                  any of the foregoing acts; or

         (viii)   MERGER WITHOUT ASSUMPTION. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges with
         or into, or transfers all or substantially all its assets to, another
         entity and, at the time of such consolidation, amalgamation, merger or
         transfer: --

                  (1)      the resulting, surviving or transferee entity fails
                  to assume all the obligations of such party or such Credit
                  Support Provider under this Agreement or any Credit Support
                  Document to which it or its predecessor was a party by
                  operation of law or pursuant to an agreement reasonably
                  satisfactory to the other party to this Agreement; or

                  (2)      the benefits of any Credit Support Document fail to
                  extend (without the consent of the other party) to the
                  performance by such resulting, surviving or transferee entity
                  of its obligations under this Agreement.

(b)      TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in(iii) below,
and, if specified to be applicable, a Credit Event

                                                                   ISDA (R) 1992

                                       6






Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

         (i)      ILLEGALITY. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent jurisdiction
         of any applicable law after such date, it becomes unlawful (other than
         as a result of a breach by the party of Section 4(b)) for such party
         (which will be the Affected Party): --

                  (1)      to perform any absolute or contingent obligation to
                  make a payment or delivery or to receive a payment or delivery
                  in respect of such Transaction or to comply with any other
                  material provision of this Agreement relating to such
                  Transaction; or

                  (2)      to perform, or for any Credit Support Provider of
                  such party to perform, any contingent or other obligation
                  which the party (or such Credit Support Provider) has under
                  any Credit Support Document relating to such Transaction;

         (ii)     TAX EVENT. Due to (x) any action taken by a taxing authority,
         or brought in a court of competent jurisdiction, on or after the date
         on which a Transaction is entered into (regardless of whether such
         action is taken or brought with respect to a party to this Agreement)
         or (y) a Change in Tax Law, the party (which will be the Affected
         Party) will, or there is a substantial likelihood that it will, on the
         next succeeding Scheduled Payment Date (1) be required to pay to the
         other party an additional amount in respect of an Indemnifiable Tax
         under Section 2(d)(i)(4) (except in respect of interest under Section
         2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
         is required to be deducted or withheld for or on account of a Tax
         (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))
         and no additional amount is required to be paid in respect of such Tax
         under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
         or (B));

         (iii)    TAX EVENT UPON MERGER. The party (the "Burdened Party") on the
         next succeeding Scheduled Payment Date will either (1) be required to
         pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has
         been deducted or withheld for or on account of any Indemnifiable Tax in
         respect of which the other party is not required to pay an additional
         amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in
         either case as a result of a party consolidating or amalgamating with,
         or merging with or into, or transferring all or substantially all its
         assets to, another entity (which will be the Affected Party) where such
         action does not constitute an event described in Section 5(a)(viii);

         (iv)     CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

         (v)      ADDITIONAL TERMINATION EVENT. If any "Additional Termination
         Event" is specified in the Schedule or any Confirmation as applying,
         the occurrence of such event (and, in such event, the Affected Party or
         Affected Parties shall be as specified for such Additional Termination
         Event in the Schedule or such Confirmation).

(c)      EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

                                                                   ISDA (R) 1992

                                       7






6.       EARLY TERMINATION

(a)      RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i)      NOTICE. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii)     TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality
         under Section 5(b)(i)(l) or a Tax Event occurs and there is only one
         Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
         Party is the Affected Party, the Affected Party will, as a condition to
         its right to designate an Early Termination Date under Section
         6(b)(iv), use all reasonable efforts (which will not require such party
         to incur a loss, excluding immaterial, incidental expenses) to transfer
         within 20 days after it gives notice under Section 6(b)(i) all its
         rights and obligations under this Agreement in respect of the Affected
         Transactions to another of its Offices or Affiliates so that such
         Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii)    TWO AFFECTED PARTIES. If an Illegality under Section
         5(b)(i)(l) or a Tax Event occurs and there are two Affected Parties,
         each party will use all reasonable efforts to reach agreement within 30
         days after notice thereof is given under Section 6(b)(i) on action to
         avoid that Termination Event.

         (iv)     RIGHT TO TERMINATE. IF:--

                  (1)      a transfer under Section 6(b)(ii) or an agreement
                  under Section 6(b)(iii), as the case may be, has not been
                  effected with respect to all Affected Transactions within 30
                  days after an Affected Party gives notice under Section
                  6(b)(i); or

                  (2)      an Illegality under Section 5(b)(i)(2), a Credit
                  Event Upon Merger or an Additional Termination Event occurs,
                  or a Tax Event Upon Merger occurs and the Burdened Party is
                  not the Affected Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then

                                                                   ISDA (R) 1992

                                       8






         continuing, designate a day not earlier than the day such notice is
         effective as an Early Termination Date in respect of all Affected
         Transactions.

(c)      EFFECT OF DESIGNATION.

         (i)      If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

         (ii)     Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      CALCULATIONS.

         (i)      STATEMENT. On or as soon as reasonably practicable following
         the occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and will
         provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid. In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)     PAYMENT DATE. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of an
         Event of Default) and on the day which is two Local Business Days after
         the day on which notice of the amount payable is effective (in the case
         of an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as well
         as after judgment) in the Termination Currency, from (and including)
         the relevant Early Termination Date to (but excluding) the date such
         amount is paid, at the Applicable Rate. Such interest will be
         calculated on the basis of daily compounding and the actual number of
         days elapsed.

(e)      PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

         (i)      EVENTS OF DEFAULT. If the Early Termination Date results from
         an Event of Default:--

                  (1)      First Method and Market Quotation. If the First
                  Method and Market Quotation apply, the Defaulting Party will
                  pay to the Non-defaulting Party the excess, if a positive
                  number, of (A) the sum of the Settlement Amount (determined by
                  the Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party over (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party.

                  (2)      First Method and Loss. If the First Method and Loss
                  apply, the Defaulting Party will pay to the Non-defaulting
                  Party, if a positive number, the Non-defaulting Party's Loss
                  in respect of this Agreement.

                  (3)      Second Method and Market Quotation. If the Second
                  Method and Market Quotation apply, an amount will be payable
                  equal to (A) the sum of the Settlement Amount (determined by
                  the

                                                                   ISDA (R) 1992

                                       9






                  Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party less (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party. If that amount is a positive number, the
                  Defaulting Party will pay it to the Non-defaulting Party; if
                  it is a negative number, the Non-defaulting Party will pay the
                  absolute value of that amount to the Defaulting Party.

                  (4)      Second Method and Loss. If the Second Method and Loss
                  apply, an amount will be payable equal to the Non-defaulting
                  Party's Loss in respect of this Agreement. If that amount is a
                  positive number, the Defaulting Party will pay it to the
                  Non-defaulting Party; if it is a negative number, the
                  Non-defaulting Party will pay the absolute value of that
                  amount to the Defaulting Party.

         (ii)     TERMINATION EVENTS. If the Early Termination Date results from
         a Termination Event:--

                  (1)      One Affected Party. If there is one Affected Party,
                  the amount payable will be determined in accordance with
                  Section 6(e)(i)(3), if Market Quotation applies, or Section
                  6(e)(i)(4), if Loss applies, except that, in either case,
                  references to the Defaulting Party and to the Non-defaulting
                  Party will be deemed to be references to the Affected Party
                  and the party which is not the Affected Party, respectively,
                  and, if Loss applies and fewer than all the Transactions are
                  being terminated, Loss shall be calculated in respect of all
                  Terminated Transactions.

                  (2)      Two Affected Parties. If there are two Affected
                  Parties:--

                           (A)      if Market Quotation applies, each party will
                           determine a Settlement Amount in respect of the
                           Terminated Transactions, and an amount will be
                           payable equal to (I) the sum of (a) one-half of the
                           difference between the Settlement Amount of the party
                           with the higher Settlement Amount ("X") and the
                           Settlement Amount of the party with the lower
                           Settlement Amount ("Y") and (b) the Termination
                           Currency Equivalent of the Unpaid Amounts owing to X
                           less (II) the Termination Currency Equivalent of the
                           Unpaid Amounts owing to Y; and

                           (B)      if Loss applies, each party will determine
                           its Loss in respect of this Agreement (or, if fewer
                           than all the Transactions are being terminated, in
                           respect of all Terminated Transactions) and an amount
                           will be payable equal to one-half of the difference
                           between the Loss of the party with the higher Loss
                           ("X") and the Loss of the party with the lower Loss
                           ("Y").

                  If the amount payable is a positive number, Y will pay it to
                  X; if it is a negative number, X will pay the absolute value
                  of that amount to Y.

         (iii)    ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted by
         law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv)     PRE-ESTIMATE. The parties agree that if Market Quotation
         applies an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

                                                                   ISDA (R) 1992

                                       10






7.       TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that: --

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.       CONTRACTUAL CURRENCY

(a)      PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)      JUDGMENTS. To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)      SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)      EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

                                                                   ISDA (R) 1992

                                       11






9.       MISCELLANEOUS

(a)      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)      SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)      COUNTERPARTS AND CONFIRMATIONS.

         (i)      This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts (including
         by facsimile transmission), each of which will be deemed an original.

         (ii)     The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall he entered into as soon as
         practicable and may he executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.      OFFICES; MULTIBRANCH PARTIES

(a)      If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered into.

(b)      Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)      If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.      EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                                                   ISDA (R) 1992

                                       12






to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.      NOTICES

(a)      EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

         (i)      if in writing and delivered in person or by courier, on the
         date it is delivered;

         (ii)     if sent by telex, on the date the recipient's answerback is
         received;

         (iii)    if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient in
         legible form (it being agreed that the burden of proving receipt will
         be on the sender and will not be met by a transmission report generated
         by the sender's facsimile machine);

         (iv)     if sent by certified or registered mail (airmail, if overseas)
         or the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v)      if sent by electronic messaging system, on the date that
         electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)      CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.      GOVERNING LAW AND JURISDICTION

(a)      GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      JURISDICTION. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--

         (i)      submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan in
         New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii)     waives any objection which it may have at any time to the
         laying of venue of any Proceedings brought in any such court, waives
         any claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any

                                                                   ISDA (R) 1992

                                       13






reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d)      WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.      DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:--

(a)      in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)      in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c)      in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)      in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                                                   ISDA (R) 1992

                                       14






"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

                                                                   ISDA (R) 1992

                                       15






been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"NON-DEFAULT RATE" MEANS a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:--

(a)      the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
to any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meanings specified in the Schedule.

                                                                   ISDA (R) 1992

                                       16






"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX Event" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market

                                                                   ISDA (R) 1992

                                       17






value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

         IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.

  GE COMMERCIAL EQUIPMENT                     GENERAL ELECTRIC CAPITAL SERVICES,
  FINANCING LLC, SERIES 2003-1                               INC.

By:__________________________               By:__________________________
   Name:                                         Name:
   Title:                                        Title:

                                      -18-

EX-4.R

                                                                    Exhibit 4(r)

                                    SCHEDULE

                                     TO THE

                                MASTER AGREEMENT

                         DATED AS OF SEPTEMBER 25, 2003

                                     BETWEEN

        GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, ("Party A")

                                       AND

                    GENERAL ELECTRIC CAPITAL SERVICES, INC.,
                                   ("Party B")

                                     PART 1

                             TERMINATION PROVISIONS

In this Agreement:

         (a)      "Specified Entity" means in relation to Party A and Party B
for the purpose of Sections 5(a)(v), (vi), (vii) and Section 5(b)(iv): Not
applicable.

         (b)      "Specified Transaction" will have the meaning specified in
Section 14 of this Agreement.

         (c)      The "Credit Support Default" provision of Section 5(a)(iii)
will not apply to Party A and will apply to Party B.

         (d)      The "Breach of Agreement" provision of Section 5(a)(ii) will
not apply to Party A and will not apply to Party B.

         (e)      The "Misrepresentation" provision of Section 5(a)(iv) will not
apply to Party A and will not apply to Party B.

         (f)      The "Default under Specified Transaction" provision of Section
5(a)(v) will not apply to Party A or Party B.

         (g)      The "Cross Default" provisions of Section 5(a)(vi) will not
apply to Party A and will not apply to Party B.

         (h)      The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
will not apply to Party A and will not apply to Party B.



         (i)      The "Automatic Early Termination" provisions of Section 6(a)
will not apply to Party A and will not apply to Party B.

         (j)      Payments on Early Termination. For the purpose of Section 6(e)
of this Agreement:

                  (i)      Market Quotation will apply unless Party A is the
         Non-defaulting Party or the party which is not the Affected Party, as
         the case may be, and Party B fails to replace itself pursuant to Part
         1(l) or Part 5(d)(iii) of this Schedule, in which event Loss will
         apply.

                  (ii)     The Second Method will apply.

         (k)      "Termination Currency" means United States Dollars.

         (l)      Additional Termination Event will apply. The following shall
constitute Additional Termination Events in which Party B shall be the sole
Affected Party:

                  (i)      Credit Downgrade - Party B. If at any time (i) the
         short-term unsecured debt rating of Party B is withdrawn by or reduced
         below "F-1" if rated by Fitch Ratings ("Fitch"); or (ii) the short-term
         unsecured debt rating of Party B is withdrawn by or reduced below "A-1"
         by Standard & Poor's Rating Services ("S&P") (or in the absence of a
         short-term debt rating, the long-term unsecured debt rating of Party B
         is withdrawn or reduced below "A+"); or (iii) if Party B's (a)
         long-term unsecured debt rating by Moody's Investors Service, Inc.
         ("Moody's") is withdrawn, reduced or put on watch for downgrade below
         "A1" or its short-term unsecured debt rating is withdrawn, reduced or
         put on watch for downgrade below "P-1", where Party B has both a
         long-term and a short-term unsecured debt ratings, (b) the long-term
         unsecured debt rating is withdrawn, reduced or put on watch below "Aa3"
         where Party B has only a long-term unsecured debt rating (any such
         withdrawal or reduction, a "Downgrade"), then Party B shall promptly
         notify Party A by telephone (promptly confirmed in writing), and Party
         A then shall notify the Rating Agencies. Party B shall then, at its own
         expense, (in consultation with Party A), (1) within 30 days of the date
         of such Downgrade if Moody's is the downgrading Rating Agency or (2)
         promptly after such Downgrade if S&P is the downgrading Rating Agency,
         enter into a "Qualifying Substitute Arrangement" (as defined below) to
         assure performance by Party B of its obligations under the
         Transactions.

                  "Qualifying Substitute Arrangement" shall mean any arrangement
         satisfactory to the Rating Agencies, including (i) procuring a Letter
         of Credit Transaction with terms reasonably satisfactory to Party A and
         procuring a Ratings Reaffirmation; (ii) electing in writing to the
         Servicer to pledge collateral subject to the terms of an ISDA Credit
         Support Annex to be negotiated between the parties at such time and, if
         Moody's is the downgrading Rating Agency, such collateral posted shall
         be equal to the daily mark-to-market value of the Transactions, if S&P
         is the downgrading Ratings Agency, (1) such collateral posted shall be
         an amount equal to the greater of (a) the mark-to-market value of the
         Transactions, (b) the amount owed by Party B on the next succeeding
         Payment

                                       2



         Date and (c) one percent (1%) of the outstanding Notional Amount of
         each Transaction, (2) Party B must post collateral pursuant to this
         sub-paragraph (ii) if it has failed to satisfy the requirements under
         (i), (iii) or (iv) of this paragraph within 30 days of such Downgrade
         and (3) Party B shall remain obligated to take such action to satisfy
         the requirements set forth in (i), (iii) or (iv) of this paragraph;
         (iii) procuring a Replacement Transaction with terms reasonably
         satisfactory to Party A which replaces all Transactions outstanding
         under this Agreement with Transactions on identical terms and procuring
         a Ratings Reaffirmation; or (iv) taking such other action (if any) as
         the downgrading Rating Agency shall require to nullify the effect of
         such Downgrade on the ratings on the Notes and procuring a Ratings
         Reaffirmation. Notwithstanding the previous sentence, if Party B's (a)
         long-term unsecured debt rating by Moody's is reduced to "A2" or below
         where Party B has only a long-term unsecured debt rating or (b)
         long-term and short-term unsecured debt rating by Moody's is reduced to
         "A3" or below or "P-2" or below, respectively, where Party B has both a
         long-term and a short-term debt rating, Party B must find a Replacement
         Transaction pursuant to sub-paragraph (iii) above.

                  "Counterparty Ratings Requirement" means with respect to any
         entity, either such entity or the guarantor of such entity,
         respectively, has (i) (a) a Moody's long-term unsecured debt rating of
         at least "Aa3" where the entity or guarantor has only a long-term
         unsecured debt rating (b) a Moody's long-term and short-term unsecured
         debt rating of at least "A1" and "P-1", respectively, where the entity
         or guarantor has both a long-term and a short-term debt rating (ii) if
         such entity or guarantor, respectively, has an S&P short term unsecured
         debt rating, an S&P short-term unsecured debt rating of at least "A-1"
         (or in the absence of a short-term debt rating, the long-term unsecured
         debt rating of such entity or guarantor, respectively, is at least
         "A+") and (iii) if such entity or guarantor, respectively, has a Fitch
         short-term unsecured debt rating, a Fitch short-term unsecured debt
         rating of at least "F-1".

                  "Ratings Reaffirmation" means a acknowledgement from a Rating
         Agency whose rating on the Class A Notes or the Class B Notes was
         reduced or withdrawn, that the then-current rating of the Class A Notes
         or the Class B Notes (without giving effect to the relevant Downgrade)
         will not be reduced notwithstanding the applicable Downgrade.

                  "Replacement Transaction" means a transaction with a
         replacement counterparty meeting the Counterparty Rating Requirements
         who shall assume, at no cost to Party A, Party B's position under this
         Agreement and all Transactions hereunder.

         (m)      Discontinued Agency. If one of the foregoing credit rating
agencies ceases to be in the business of rating Debt Securities and such
business is not continued by a successor or assign of such agency (the
"Discontinued Agency"), Party A and Party B shall jointly (i) select a
nationally-recognized credit rating agency in substitution thereof and (ii)
agree on the rating level issued by such substitute agency that is equivalent to
the ratings specified herein of the Discontinued Agency, whereupon such
substitute agency and equivalent rating shall replace the Discontinued Agency
and the rating level thereof for the purposes of this Agreement. If at any time
all of the agencies specified herein with respect to a party have become
Discontinued Agencies and Party A and Party B have not previously agreed in good
faith on at least one agency and equivalent rating in substitution for a
Discontinued Agency and the applicable rating

                                       3



thereof, the Credit Downgrade provision of Part 1(l) of this Agreement shall
cease to apply to the parties. For the avoidance of doubt, failure by either
party to comply with this paragraph shall not constitute an Event of Default or
Termination Event with respect to such party.

                                     PART 2

                               TAX REPRESENTATIONS

         (a)      Payer Tax Representations. For the purposes of Section 3(e) of
this Agreement, Party A and Party B will make the following representation:

                  It is not required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, of
                  any Relevant Jurisdiction to make any deduction or withholding
                  for or on account of any Tax from any payment (other than
                  interest under Section 2(e), 6(d)(ii) or 6(e) of this
                  Agreement) to be made by it to Party A under this Agreement.
                  In making this representation, each party may rely on (i) the
                  accuracy of any representations made by the other party
                  pursuant to Section 3(f) of this Agreement, (ii) the
                  satisfaction of the agreement contained in Section 4(a)(i) or
                  4(a)(iii) of this Agreement and the accuracy and effectiveness
                  of any document provided by the other party pursuant to
                  Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the
                  satisfaction of the agreement of the other party contained in
                  Section 4(d) of this Agreement, provided that it shall not be
                  a breach of this representation where reliance is placed on
                  sub-clause (ii) above and the other party does not deliver a
                  form or document under Section 4(a)(iii) by reason of material
                  prejudice to its legal or commercial position.

         (b)      Payee Tax Representations. (i) For the purposes of Section
3(f) of this Agreement, Party A makes only the following representation: Party A
is a limited liability company formed under the laws of the State of Delaware.

                  (ii)     For the purposes of Section 3(f) of this Agreement,
         Party B makes only the following representation: None

         (c)      Modified Tax Provisions. Party A's obligations under Section
         2(d)(i) of this Agreement shall be limited to complying with clauses
         (1), (2) and (3) thereof and Party A shall not be obligated to pay any
         amount owing by it under clause (4).

                                       4



                                     PART 3

                         AGREEMENT TO DELIVER DOCUMENTS

         For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
Party agrees to deliver the following documents, as applicable:

         (a)      Tax forms, documents or certificates to be delivered are: Each
party agrees to complete (accurately and in a manner reasonably satisfactory to
the other party), execute, arrange for any required certification of, and
deliver to the other party or such government or taxing authority as the other
party directs, any form or document that may be required or reasonably requested
in order to allow the other party to make a payment under this Agreement without
any deduction or withholding for or on account of any Tax or with such
deductions or withholding at a reduced rate.

         (b)      Other documents to be delivered are:



                                                                                              COVERED BY
PARTY REQUIRED TO                                                DATE BY WHICH TO BE         SECTION 3(d)
DELIVER DOCUMENT            FORM/DOCUMENT/ CERTIFICATE                DELIVERED             REPRESENTATION
- ----------------------------------------------------------------------------------------------------------
                                                                                   
Party A and                Such proof of the names, true         Upon execution of          Yes
Party B                    signature and authority of            this Agreement.
                           persons signing this
                           agreement and any
                           Confirmations as the other
                           party may reasonably request
- ----------------------------------------------------------------------------------------------------------
Party A and Party          Legal opinion in a form               Promptly following         No
B                          satisfactory to the other party.      execution of this
                                                                 Agreement.


                                       5



                                     PART 4

                                  MISCELLANEOUS

         (a)      Addresses for Notices. For the purpose of Section 12(a) of
this Agreement:

                  Address for notices or communications to Party B:

                  Address:       General Electric Capital Services, Inc.
                                 44 Old Ridgebury Road
                                 Danbury, CT 06810

                  Attention:     General Counsel
                  Telephone:     203-796-1000
                  Facsimile:     203-796-1313

                  Address for notices or communications to Party A:

                  Address:       GE Commercial Equipment Financing LLC, 2003-1

                                 c/o General Electric Capital Services, Inc.
                                 44 Old Ridgebury Road
                                 Danbury, CT  06810

                  Attention:     Capital Markets Operations
                  Telephone:     203-796-5518
                  Facsimile:     203-796-5554

         (b)      Process Agent. For the purpose of Section 13(c) of this
Agreement:

                  Party A appoints as its Process Agent:      Not applicable

                  Party B appoints as its Process Agent:      Not applicable

         (c)      Offices. The provisions of Section 10(a) shall apply to this
Agreement and shall be interpreted as an express agreement of the head or home
office to be bound unconditionally and irrevocably by the terms of this
Agreement and to perform the obligations of the Office party to this Agreement
if such Office cannot perform any of its obligations hereunder.

         (d)      Multibranch Party. For the purpose of Section 10, Party A is
not a Multibranch Party, and Party B is not a Multibranch Party.

         (e)      Calculation Agent. The Calculation Agent shall be Party B.

         (f)      Credit Support Document. With respect to Party A: None. With
respect to Party B: None (except with respect to Part 1(l) hereof).

                                       6



         (g)      Credit Support Provider. With respect to Party A: None. With
respect to Party B: None.

         (h)      GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 1504(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REFERENCE TO ANY
OTHER CONFLICT OF LAW PROVISION THEREOF.

         (i)      Netting of Payments. Section 2(c)(ii) of this Agreement will
not apply to any Transactions from the date of this Agreement.

         (j)      "Affiliate" will have the meaning specified in Section 14;
provided, however, that Section 3(c) of this Agreement is hereby amended by
deleting the words "or any of its Affiliates" in the first and second lines
thereof.

                                     PART 5

                                OTHER PROVISIONS

         (a)      Recourse and Ranking. The obligations of Party A under this
Agreement, and under any Transaction executed hereunder, are solely the
obligations of Party A. No recourse shall be had for the payment of any amount
owing in respect of any Transaction or any other obligation or claim arising out
of or based upon this Agreement against any member, employee, officer, director
or agent of Party A. Any accrued obligations owing by Party A under this
Agreement and any Transaction shall be payable by Party A solely to the extent
that funds are available therefor from time to time in accordance with the
provisions of the Indenture; provided that such accrued obligations shall not be
extinguished until paid in full. Notwithstanding any provisions contained in
this Agreement to the contrary, Party A shall not be obligated to pay any amount
pursuant to this Agreement unless Party A has received funds which may be used
to make such payment and such payment is made in advance in accordance with the
Indenture. Any amount which Party A does not pay pursuant to the operation of
the preceding sentence shall not constitute a claim (as defined in Section 101
of the Bankruptcy Code) against or corporate obligation of Party A for any such
insufficiency unless and until such payment is permitted under such preceding
sentence.

         (b)      Limitation of Defaults and Termination. Notwithstanding the
terms of Sections 5 and 6 of this Agreement, Party B shall be entitled to
designate an Early Termination Date pursuant to Section 6 of this Agreement only
as a result of the occurrence of an Event of Default set forth in Section
5(a)(i) or 5(a)(vii) with respect to Party A as the Defaulting Party or a
Termination Event set forth in Sections 5(b)(i) or 5(b)(ii) of this Agreement
with respect to Party B as the Affected Party.

         (c)      No Bankruptcy Petition Against the Company. Party B hereby
covenants and agrees that, prior to the date which is one year and one day after
all the Notes (or any rated securities) issued by Party A have been paid in full
it will not institute against, or join any other Person in instituting against,
Party A any bankruptcy, reorganization, arrangement, insolvency or

                                       7



liquidation proceedings or other similar proceeding under the laws of the United
States or any state of the United States.

         (d)      Transfers. (i) Section 6(b)(ii) of this Agreement is amended
by inserting the following phrase at the end of such Section immediately before
the final period: "provided that any such transfer by Party A under this Section
6(b)(ii) shall not be subject to or conditional upon the prior written consent
of Party B if (w) Party B will not, as a result of such transfer be required on
the next succeeding Scheduled Payment Date to pay to transferee an amount in
respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of
default interest) greater than the amount in respect of which Party B would have
been required to pay to Party A in the absence of such transfer, (x) the
transferee will not, as a result of such transfer, be required on the next
succeeding Scheduled Payment Date to withhold or deduct on account of
Indemnifiable Tax under Section 2(d)(i) (except in respect of default interest)
amounts in excess of that which it would, on the next succeeding Scheduled
Payment Date, have been required to so withhold or deduct in the absence of such
transfer unless it would be required to make additional payments pursuant to
Section 2(d)(i)(4) corresponding to such excess (y) a Termination Event or Event
of Default does not occur as a result of such transfer and (z) Party A obtains a
Ratings Reaffirmation prior to such transfer. With respect to the result
described in subclauses (w) and (x), Party A agrees to cause such transferee to
make, and Party B agrees to make, such Payee Tax Representations and Payer Tax
Representations as may be reasonably requested by the other party in order to
permit such other party to determine that such result will not occur after such
transfer".

                  (ii)     Notwithstanding Section 7 of this Agreement, Party A
         shall be entitled (but not required) to assign its rights and
         obligations with respect to any forward currency exchange agreement,
         any spot foreign currency exchange agreement or any other Transaction
         permitted hereunder to any of its Affiliate with respect to the
         Collateral.

                  (iii)    Subject to Section 6(b), and except as expressly
         provided herein, neither this Agreement nor any interest or obligation
         in or under this Agreement or the Transaction(s) may be transferred by
         Party B without the prior written consent of Party A and without
         obtaining a Ratings Reaffirmation prior to such transfer (other than
         pursuant to a consolidation or amalgamation with, or merger in to, or
         transfer of all or substantially all of Party A's assets to, another
         entity) and any purported transfer without such consent will be void.
         Notwithstanding anything to the contrary in this Schedule or this
         Agreement, Party B may transfer without the prior written consent of
         Party A, this Agreement, any of its interests and obligation in and
         under this Agreement or the Transaction(s) to another of Party B's
         offices, branches or Affiliates on two Business Days' prior written
         notice; provided, however, that (v) if such transfer is to an entity
         other than Party B such notice shall be accompanied by a Guarantee of
         such transferee's obligations in form and substance satisfactory to
         Party A, (w) Party A will not, as a result of such transfer be required
         on the next succeeding Scheduled Payment Date to pay to transferee an
         amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
         (except in respect of default interest) greater than the amount in
         respect of which Party A would have been required to pay to Party B in
         the absence of such transfer, (x) the transferee will not, as a result
         of such transfer, be required on the next succeeding Scheduled Payment
         Date to withhold or deduct on account of Indemnifiable Tax under
         Section

                                       8



         2(d)(i) (except in respect of default interest) amounts in excess of
         that which it would, on the next succeeding Scheduled Payment Date,
         have been required to so withhold or deduct in the absence of such
         transfer unless it would be required to make additional payments
         pursuant to Section 2(d)(i)(4) corresponding to such excess, (y) a
         Termination Event or Event of Default does not occur as a result of
         such transfer and (z) Party B has obtained Ratings Reaffirmation prior
         to such transfer. With respect to the result described in subclauses
         (w) and (x), Party B agrees to cause such transferee to make, and Party
         A agrees to make, such Payee Tax Representations and Payer Tax
         Representations as may be reasonably requested by the other party in
         order to permit such other party to determine that such result will not
         occur after such transfer.

         (e)      Amendment. No assignments, amendment, modification or waiver
in respect of this Agreement will be effective unless (i) it is in writing and
executed by each of the parties or confirmed by an exchange of telexes or
facsimiles and (ii) except as waived by the Rating Agencies, the Rating Agencies
shall have advised that such assignment or amendment will not result in a
downgrade or withdrawal of the then-current rating on the Class A Notes and the
Class B Notes.

         (f)      Capitalized Terms. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Indenture, dated
as of September 25, 2003, among Party A, as Issuer and JPMorgan Chase Bank, as
Indenture Trustee, as amended or supplemented from time to time (the
"Indenture") and the Servicing Agreement, dated as of September 25, 2003, as
amended or supplemented from time to time, among Party A, as Issuer and General
Electric Capital Corporation, as Servicer, as amended or supplemented from time
to time (the "Servicing Agreement").

         (g)      Waiver of Jury Trial. Each party hereto hereby irrevocably
waives any and all right to trial by jury in any Proceedings.

         (h)      Additional Representations. Section 3 of this Agreement is
hereby amended by adding the following additional subsections:

                           (g) Eligible Contract Participant. It is an "eligible
                  contract participant" as defined in Section 1a(12) of the
                  Commodity Exchange Act, 7 U.S.C. Section 1a(12), and is
                  entering into this Agreement in conjunction with its line of
                  business (including financial intermediation services).

                           (i) No Reliance. This Agreement and each Transaction
                  have been entered into by each party in reliance only upon its
                  judgment, in order to accomplish legitimate business needs.
                  Neither party holds itself out as advising, or any of its
                  employees or agents as having any authority to advise, the
                  other party as to whether or not it should enter into this
                  Agreement or any Transaction. Neither party is receiving any
                  compensation from the other party for providing advice in
                  respect of this Agreement or any Transaction, and any such
                  advice provided to such other party will not form the primary
                  basis for an investment decision by such other party.

                                       9



         (i)      Consent to Recording. The parties agree that each may
electronically record all telephonic conversations between marketing and trading
personnel in connection with this Agreement and that any such recordings may be
submitted in evidence to any court or in any Proceedings for the purpose of
establishing any matters pertinent to any Transaction.

         (j)      Waiver of Contractual Right of Setoff. Notwithstanding any
provision of this Agreement or any other existing or future agreement, each
party irrevocably waives any and all contractual rights it may have to set off,
net, recoup or otherwise withhold or suspend or condition payment or performance
of any obligation between the two parties hereunder against any obligations
between the two parties under any other agreements or otherwise.

         (k)      Provision of Evidence of Execution and Delivery. The parties
agree that, at or promptly following the execution and delivery of this
Agreement, and, if a Confirmation so requires, on or before the date set forth
therein, each party shall deliver to the other evidence, reasonably satisfactory
in form and substance to the receiving party, concerning the due execution and
delivery of this Agreement or such Confirmation.

         (l)      Confirmations. Notwithstanding anything to the contrary in
this Agreement:

                  (i)      The parties hereto agree that with, respect to the
         Transaction hereunder, a legally binding agreement shall exist from the
         moment that the parties hereto agree on the terms of such Transaction,
         which the parties anticipate will occur orally by telephone or by
         exchange of electronic messages.

                  (ii)     This Agreement governs the Confirmation dated as of
         the date hereof.

         (m)      Additional Tax Provisions. (i) The definition of
"Indemnifiable Tax" in Section 14 of this Agreement is modified by adding the
following at the end thereof:

                  Notwithstanding the foregoing, "Indemnifiable Tax" also means
                  any Tax imposed in respect of a payment under this Agreement
                  by reason of a Change in Tax Law by a government or taxing
                  authority of a Relevant Jurisdiction of the party making such
                  payment, unless the other party is incorporated, organized,
                  managed and controlled or considered to have its seat in such
                  jurisdiction, or is acting for purposes of this Agreement
                  through a branch or office located in such jurisdiction.

                  (ii)     Section 4(a)(iii) of this Agreement is modified by
         deleting the word "materially" in the sixth line thereof.

         (n)      Set-off. The last sentence of the first paragraph of Section
6(e) and the definition of "Set-off" in Section 14 of this Agreement are
deleted.

         (o)      Settlement Amount. The definition of "Settlement Amount" in
Section 14 of this Agreement is hereby amended by deleting in the third and
fourth lines of subparagraph (b) thereof the words "or would not (in the
reasonable belief of the party making the determination) produce a commercially
reasonable result".

                                       10



         (p)      Jurisdiction. Section 13(b) of this Agreement is hereby
amended by: (i) deleting the word "non-" in the second line of subparagraph (i)
thereof; and (ii) deleting the final paragraph thereof.

         (q)      Definitions. Reference is hereby made to the 2000 ISDA
Definitions (the "2000 Definitions"), as published by the International Swaps
and Derivatives Association, Inc. ("ISDA"), and the 1998 ISDA FX and Currency
Option Definitions (the "FX Definitions"), as published by ISDA, The Emerging
Markets Traders Association and The Foreign Exchange Committee which are hereby
incorporated by reference herein. Any terms used and not otherwise defined
herein which are contained in the 2000 Definitions or the FX Definitions shall
have the meaning set forth therein, except that references in the 2000
Definitions to a "Swap Transaction" shall be deemed to be references to a
"Transaction".

         (r)      Conditions Precedent. Section 2(a)(iii)(1) of the Agreement
shall not apply to the obligations of Party B unless and Event of Default set
forth in Sections 5(a)(i) or 5(a)(vii) with respect to Party A has occurred and
is continuing.

         (s)      Change of Account. Section 2(b) of this Agreement is hereby
amended by the insertion of the following at the end thereof after the word
"change": "provided that if such new account shall not be in the same
jurisdiction having the same power to tax as the original account, the party not
changing its account shall not be obliged to pay any greater amounts and shall
not receive less as a result of such change than would have been the case if
such change had not taken place."

         (t)      Amendments to Indenture. Party A agrees that it shall not
amend, modify or waive any provisions in the Indenture, Servicing Agreement or
related documents without the consent of Party B if such amendment, modification
or waiver would have a material adverse effect on Party B's rights under this
Agreement.

                            [Signature pages follow]

                                       11



                                                                    Exhibit 4(r)

         Please confirm your agreement to the terms of the foregoing Schedule by
signing below.

                                 GENERAL ELECTRIC CAPITAL SERVICES,
                                    INC.

                                 By:____________________________________________
                                    Name:
                                    Title:

                                 GE COMMERCIAL EQUIPMENT
                                    FINANCING LLC, SERIES 2003-1

                                 By: CEF Equipment Holding, L.L.C., its Managing
                                    Member


                                 By:____________________________________________
                                    Name:
                                    Title:

EX-4.S

                                                                    Exhibit 4(s)

                                  CONFIRMATION

Date:                             September 25, 2003

To:                               GE Commercial Equipment Financing, LLC, Series
                                  2003-1 ("Party A")

Attention:                        Manager, Conduit Administration

From:                             General Electric Capital Services, Inc.
                                  ("Party B")

Transaction Reference Number:     [        ]

The purpose of this letter agreement is to set forth the terms and conditions of
the Transaction entered into between us on the Trade Date referred to below.
This letter constitutes a "Confirmation" as referred to in the Master Agreement
specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swap and Derivatives Association, Inc., as such
definitions are modified and amended by the Schedule to the Master Agreement)
(the "Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.

This Confirmation supplements, forms a part of, and is subject to, the ISDA
Master Agreement dated as of September 25, 2003, as amended or supplemented from
time to time (the "Master Agreement") between you and us. All provisions
contained in the Master Agreement shall govern this Confirmation except as
expressly modified below.

The capitalized terms used herein and not otherwise defined herein, in the
Master Agreement or in the Definitions shall have the meanings assigned to them
in the Indenture, dated as of September 25, 2003, between Party A and JPMorgan
Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement,
dated as of September 25, 2003, between Party A and General Electric Capital
Corporation, as Servicer (the "Servicing Agreement"), each as amended or
supplemented from time to time.

The terms of the particular Transaction to which this Confirmation relates are
as follows:

Type of Transaction:              Hybrid Rate Swap

Notional Amount:                  With respect to any Interest Accrual Period,
                                  the product of (i) the aggregate Loan Value of
                                  the Hybrid Loans as of the beginning of the
                                  calendar month in which the Interest Accrual
                                  Period commenced; and (ii) the lesser of (x)
                                  the quotient of (a) the Outstanding Principal
                                  Balance of the Notes immediately after the
                                  Payment Date on which such Interest Accrual
                                  Period commences; divided by (b) the Pool
                                  Balance as of the beginning of the calendar
                                  month in which the Interest Accrual Period
                                  commenced and (y) 1.0. The



                                  Notional Amount for the first Interest Accrual
                                  Period is USD 60,451,775.

Trade Date:                       September 19, 2003

Effective Date:                   September 25, 2003

Termination Date:                 The earlier of (i) the Payment Date occurring
                                  in November 2011; (ii) the Payment Date on
                                  which the aggregate outstanding Loan Values of
                                  the Hybrid Loans is zero; (iii) the Payment
                                  Date on which the Outstanding Principal
                                  Balance of the Notes is reduced to zero and
                                  (iv) an Early Termination Date.

Payment Date:                     One Business Day prior to the last day of each
                                  Interest Accrual Period.

Calculation Period:               Initially, the period from and including
                                  September 25, 2003 to but excluding, October
                                  20, 2003, and for each period thereafter, from
                                  and including the twentieth day of each
                                  calendar month to and excluding the twentieth
                                  day of the next calendar month.

Business Day Convention:          Following

Business Day:                     New York and London

Party A Floating Rate Amounts:

   Party A Floating Rate Payer:   Party A

   Party A Floating Rate Payer
   Payment Date:                  Each Payment Date

   Party A Floating Rate Payer
   Period End Dates:              Last day of each Interest Accrual Period,
                                  subject to adjustment in accordance with the
                                  Following Business Date Convention.

   Party A Floating Rate:         Hybrid Rate

                                  "Hybrid Rate" means with respect to any
                                  Interest Accrual Period, a rate based upon the
                                  weighted average of the interest rate index
                                  applicable to the Hybrid Loans as determined
                                  by Party A.

                                  "Hybrid Loan" means each Loan that accrues
                                  interest based upon an index that is
                                  determined by reference to a commercial

                                              GECS Hybrid Loan Rate Confirmation



                                  paper rate and that is convertible at the
                                  option of the Obligor thereunder to a fixed
                                  rate based on a benchmark index.

   Spread:                        25 basis points (0.25%) per annum

   Party A Floating Rate Day
      Count Fraction:             Actual/360

LIBOR Floating Rate Amounts:

   LIBOR Floating Rate Payer:     Party B

   LIBOR Floating Rate Payer
   Payment Dates:                 Each Payment Date

   LIBOR Floating Rate Payer
   Period End Dates:              The last day of each Interest Accrual Period,
                                  subject to adjustment in accordance with the
                                  Following Business Date Convention.

   Reset Date:                    The first day of each Interest Accrual Period,
                                  subject to adjustment in accordance with the
                                  Following Business Date Convention.

   LIBOR Floating Rate:           USD-LIBOR-BBA

   Designated Maturity:           One month

   Cap Rate:                      N/A

   LIBOR Floating Rate Day
   Count Fraction:                Actual/360

   Compounding:                   N/A

   Business Days:                 New York

Calculation Agent:                Party B

Account Details

         Payments to Party A: To be provided in written instructions.

         Payments to Party B: To be provided in written instructions.

                              [Rest of page intentionally left blank]

                                              GECS Hybrid Loan Rate Confirmation



         Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.

                                        GENERAL ELECTRIC CAPITAL SERVICES, INC.

                                        By:___________________________________
                                           Name:
                                           Title:

Accepted and confirmed as of
the date first above written:

GE COMMERCIAL EQUIPMENT FINANCING, LLC, SERIES 2003-1
By: CEF Equipment Holding, L.L.C.
    its Managing Member

By ____________________________________
   Name:
   Title:

                                              GECS Hybrid Loan Rate Confirmation