EXECUTION VERSION
LOAN PURCHASE AND SALE AGREEMENT
Dated as of December 14, 2006
between
CEF EQUIPMENT HOLDING, L.L.C.,
as Seller
and
GE EQUIPMENT
MIDTICKET LLC, SERIES 2006-1,
as Purchaser
Loan Purchase
and Sale Agreement
This LOAN PURCHASE AND SALE AGREEMENT ("Agreement" or "Purchase and Sale
Agreement") is entered into as of December 14, 2006, by and between CEF
EQUIPMENT HOLDING, L.L.C. (the "Seller"), a Delaware limited liability company
and GE EQUIPMENT MIDTICKET LLC, SERIES 2006-1, 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 to this
Agreement.
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 accrued and to accrue from and after December 1, 2006
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 Loan Sale Agreement;
(iv) 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;
(v) all Records with respect to any of the foregoing; and
(vi) all proceeds of the foregoing (collectively the "Purchaser
Assets").
Loan Purchase
and Sale Agreement
(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; Subordination. (a) The parties
hereto intend that the transfer, sale and assignment pursuant to Section 2.1
hereof shall constitute a purchase and sale and not a loan. Notwithstanding
anything to the contrary set forth in this Section 2.2, if a court of competent
jurisdiction determines that the sale provided for herein constitutes the grant
of security for a loan (the "Deemed Loan") and not a purchase and sale or
contribution, then:
(i) The parties hereto intend that this Agreement shall constitute a
security agreement under applicable law and that the Seller
shall be deemed to have granted, and the Seller hereby grants,
to the Purchaser a first priority lien and security interest in
and to all of the Seller's right, title and interest in, to and
under the Purchaser Assets, all other Related Documents to which
the Seller is a party and all proceeds thereof (collectively,
the "Deemed Collateral"). The possession by the Purchaser of
notes and such other goods, money, documents, chattel paper or
certificated securities shall be deemed to be "possession by the
secured party" for purposes of perfecting the security interest
pursuant to the UCC in force in the relevant jurisdiction
(including, without limitation, Section 9-313(c)(1) thereof).
Notifications to Persons holding such property, and
acknowledgments, receipts or confirmations from Persons holding
such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, bailees or
agents (as applicable) of the Purchaser for the purpose of
perfecting such security interest under applicable law (except
that nothing in this sentence shall cause any Person to be
deemed to be an agent of the Purchaser for any purpose other
than for perfection of such security interest unless, and then
only to the extent, expressly appointed and authorized by the
Purchaser in writing).
(ii) The Purchaser acknowledges and agrees that the Deemed Loan is a
non-recourse obligation of the Seller secured solely by the
Deemed Collateral and does not represent an interest in any
assets (other than the Deemed
Loan Purchase and Sale Agreement
Collateral) of the Seller (including by virtue of any deficiency
claim in respect of obligations not paid or otherwise satisfied
from the Deemed Collateral and proceeds thereof). In furtherance
of and not in derogation of the foregoing, the Purchaser
acknowledges and agrees that:
(A) The Purchaser shall not have any right, title or
interest in or to any assets (or interests therein) (other than
the Deemed Collateral) conveyed or purported to be conveyed by
the Seller to any other Person or Persons (whether by way of a
sale, capital contribution or by virtue of the granting of a
lien) ("Other Assets"); and
(B) the Deemed Loan constitutes a claim (as defined in 101
of the Bankruptcy Code) which may be satisfied solely from the
Deemed Collateral and its proceeds (whether through ordinary
liquidation or the exercise of UCC remedies and other remedies
provided herein) and does not constitute a claim against the
Seller to the extent that the Deemed Collateral and such
proceeds are insufficient to repay the Deemed Loan (including
interest thereon, whether accrued before or after the filing of
a bankruptcy petition) in full.
(iii) To the extent that, notwithstanding the agreements and
provisions contained in clause (ii) above, the Purchaser
either (A) asserts an interest or claim to, or benefit from,
Other Assets, or (B) is deemed to have any such interest,
claim or benefit in or from Other Assets, whether by operation
of law, legal process, pursuant to applicable provisions of
insolvency laws or otherwise (including by virtue of Section
1111(b) of the Bankruptcy Code or any successor provision
having similar effect under the Bankruptcy Code), then the
Purchaser further acknowledges and agrees that any such
interest, claim or benefit in or from Other Assets is and
shall be expressly subordinated to the indefeasible payment in
full of all obligations and liabilities of the Seller other
than the Deemed Loan, including, the payment of post-petition
interest on such other obligations and liabilities. This
subordination agreement shall be deemed a subordination
agreement within the meaning of Section 510(a) of the
Bankruptcy Code. The Purchaser further acknowledges and agrees
that no adequate remedy at law exists for a breach of this
Section 2.2 and the terms of this Section 2.2 may be enforced
by an action for specific performance.
(b) The Purchaser shall not file or join in a filing of a petition
with respect to any bankruptcy reorganization, arrangement, insolvency or
liquidation proceedings, or similar proceedings under any United States
Federal or State bankruptcy or similar law relating to the Seller, or
cooperate or encourage others to file such a petition.
(c) The Seller hereby authorizes the Purchaser to file financing
statements in respect of the Seller covering the Purchaser Assets and the
proceeds thereof.
Loan Purchase and Sale Agreement
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 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
becoming 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(a). 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 Option 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:
Loan Purchase and Sale Agreement
(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) 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, authority and licenses to
Loan Purchase and Sale Agreement
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.
(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
Loan Purchase and Sale Agreement
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.
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.
Loan Purchase and Sale Agreement
(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
(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.
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 Class C
Maturity Date:
(a) Adverse Claims. The Seller shall not create, incur, assume or
permit to exist any Adverse Claim on or with respect to any Purchaser
Assets.
(b) 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
Loan Purchase and Sale Agreement
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.
(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.
Section 4.4 Perfection Representations and Warranties. The parties hereto
agree that the representations, warranties and covenants set forth in Schedule
4.4 shall be a part of this Agreement for all purposes.
ARTICLE V
INDEMNIFICATION
Section 5.1 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
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
If to Seller:
CEF Equipment Holding, L.L.C.
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Purchaser:
GE Equipment Midticket LLC, Series 2006-1
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Capital Markets Operations
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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 under any other agreement, including the other Related
Documents, by operation of law or otherwise.
Loan Purchase and Sale Agreement
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 Class C Maturity Date or (ii) the Redemption Date.
(b) Except as otherwise expressly provided herein or in any other
Related Document, no termination or cancellation (regardless of cause or
procedure) of any commitment made by the Purchaser under this Agreement
shall in any way affect or impair the obligations, duties and liabilities
of the Seller or the rights of the Purchaser relating to any unpaid portion
of any and all recourse and indemnity obligations of the Seller to the
Purchaser, due or not due, liquidated, contingent or unliquidated or any
transaction or event occurring prior to such termination, or any
transaction or event, the performance of which is required after the Class
C 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 Class C Maturity Date or (ii) the
Redemption Date; provided, that the rights and remedies pursuant to Section
7.2(b), the indemnification and payment provisions of Article V, and the
provisions of Sections 4.3(d), 7.3 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 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.
Loan Purchase and Sale Agreement
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 7.1 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
(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
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
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:
GE EQUIPMENT MIDTICKET LLC, SERIES 2006-1
By: CEF Equipment Holding, L.L.C.,
its Managing Member
By:
---------------------------------
Name:
Title:
Loan Purchase and Sale Agreement
Schedule 4.1(b)
UCC INFORMATION
CEF Equipment Holding, L.L.C.
True Legal Name: CEF Equipment Holding, L.L.C.
Jurisdiction of Organization: Delaware
Executive Offices/Principal Place of Business: ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Collateral Locations: Danbury, Connecticut
El Paso, Texas
Mexico
Trade Names: N/A
FEIN: ▇▇-▇▇▇▇▇▇▇
Organizational Identification Number: N/A
Loan Purchase and Sale Agreement
EXHIBIT 4.4
PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
In addition to the representations, warranties and covenants contained in
the Purchase and Sale Agreement, to induce the Purchaser to enter into the
Purchase and Sale Agreement, the Seller hereby represents, warrants, and
covenants to Purchaser as follows, on the Closing Date:
General
1. The Purchase and Sale Agreement creates a valid and continuing security
interest (as defined in the applicable UCC) in the Collateral in favor of the
Purchaser, which security interest is prior to all other Liens, and is
enforceable as such as against creditors of and purchasers from the Seller.
2. 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 Seller 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 Seller 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 Seller has caused or will have caused, within ten days after the
effective date of the Purchase and Sale Agreement, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the sale of the Loans
from Purchaser to the Seller, and the security interest in the Loans granted to
the Purchaser hereunder and all financing statements referred to in this
paragraph contain a statement that: "A purchase of or security interest in any
collateral described in this financing statement will violate the rights of the
Purchaser.".
6. With respect to 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 Purchaser has received a written acknowledgment from the
custodian that the custodian is
Loan Purchase and Sale Agreement
holding such instruments or tangible chattel paper to effect the Purchaser's
security interest therein; or
(b) A custodian received possession of such instruments or tangible chattel
paper after the Purchaser received a written acknowledgment from such custodian
that such custodian is acting to effect the Purchaser's security interest
therein.
Priority
7. Other than the transfer of the Loans to the Seller under the Loan Sale
Agreement, the security interest granted to the Purchaser pursuant to the
Purchase and Sale Agreement and the security interest granted to the Indenture
Trustee pursuant to the Indenture, neither the Seller nor the Purchaser has
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Loans. Neither the Seller nor the Purchaser has authorized the filing
of, or is aware of any financing statements against the Seller or the Purchaser
that include a description of collateral covering the Loans other than any
financing statement relating to the security interest granted to the Purchaser
hereunder or to the Indenture Trustee under the Indenture or that has been
terminated.
8. Survival of Perfection Representations. Notwithstanding any other
provision of the Purchase and Sale Agreement or any other Related Document, the
Perfection Representations contained in this Schedule shall be continuing, and
remain in full force and effect and shall continue until the payment in full of
all Purchaser Assets.
10. No Waiver. The parties to the Purchase and Sale Agreement: (i) shall
not, 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. Seller to Maintain Perfection and Priority. The Seller covenants that,
in order to evidence the interests of the Seller and the Purchaser under this
Agreement, the Seller shall execute and deliver such instruments (other than
effecting a Filing (as defined below), unless such Filing is effected in
accordance with this paragraph) as may be necessary or advisable (including,
without limitation, such actions as are requested by the Purchaser) to maintain
and perfect, as a first priority interest, the Purchaser's security interest in
the Collateral. The Seller shall within the time limits established by law,
prepare and present to the Purchaser for the Purchaser to authorize (based in
reliance on the Opinion of Counsel hereinafter provided for) the Servicer to
file all financing statements, amendments, continuations, initial financing
statements in lieu of a continuation statement, terminations, partial
terminations, releases or partial releases, or any other filings necessary or
advisable to continue, maintain and perfect the Purchaser's security interest in
the Collateral as a first-priority interest (each a "Filing"). The Seller shall
present each such Filing to the Purchaser together with (x) an Opinion of
Counsel to the effect that such Filing is (i) consistent with grant of the
security interest to the Purchaser pursuant to the Granting Clause of this
Purchase and Sale Agreement, (ii) satisfies all requirements and conditions to
such Filing in this Purchase and Sale Agreement and (iii) satisfies the
requirements
Loan Purchase and Sale Agreement
for a Filing of such type under the Uniform Commercial Code in the applicable
jurisdiction (or if the Uniform Commercial Code does not apply, the applicable
statute governing the perfection of security interests), and (y) a form of
authorization for the Seller's signature authorizing the Servicer to effect such
Filing under the Uniform Commercial Code without the signature of the Seller
where allowed by applicable law.
Loan Purchase and Sale Agreement
Schedule I
Schedule of CEF Loans
[see attached]
Loan Purchase and Sale Agreement
LOAN ID NUMBER
--------------
4067599061
4067599062
4067599063
▇▇▇▇▇▇▇▇▇▇
4067599065
4067862004
4067862005
4073453026
▇▇▇▇▇▇▇▇▇▇
4073453028
4073453029
4079001005
4079001006
4079712009
4083476027
4083476031
4083476032
4083476033
▇▇▇▇▇▇▇▇▇▇
4083476035
▇▇▇▇▇▇▇▇▇▇
4083476037
4083476038
4083558006
4083558007
4085669017
4087903015
4087903016
4089934018
4089934019
4090853008
4090917005
4095371180
▇▇▇▇▇▇▇▇▇▇
4095626005
4098922008
4098922009
4104544013
4111112003
▇▇▇▇▇▇▇▇▇▇
4113480003
4113981014
4113981015
▇▇▇▇▇▇▇▇▇▇
4118472018
4118472019
4118472020
4118472021
4118472022
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4118472025
4118472026
4118472027
4118472028
4118472029
4119049015
4119049016
4119049018
4119713007
▇▇▇▇▇▇▇▇▇▇
4119768013
4119768014
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4119768017
4119768018
4119768019
4119768020
4119768021
4122979002
4124421008
4124454009
▇▇▇▇▇▇▇▇▇▇
4124777029
4124777030
4124777031
4124777032
4124777033
4124777034
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4124777037
4124777038
4124777039
4124777040
4124777041
4124777042
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4124777045
4124777046
4124777047
4124777048
4124777049
4124777050
▇▇▇▇▇▇▇▇▇▇
4124777052
4124777053
4126885003
4126885004
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4128777011
4128784007
4129030002
4129030003
4129103002
▇▇▇▇▇▇▇▇▇▇
4129197011
4129197012
4131480005
4131492005
4131492006
4131492007
▇▇▇▇▇▇▇▇▇▇
4131858007
4132318016
4132666010
4132666011
4132666012
4133082004
4133082005
4133094007
4133094008
4133094009
4133440003
4133592005
4133592006
4133592007
4133651003
4134387006
4134387007
▇▇▇▇▇▇▇▇▇▇
4135039013
▇▇▇▇▇▇▇▇▇▇
4135321005
▇▇▇▇▇▇▇▇▇▇
4135580020
4135580024
▇▇▇▇▇▇▇▇▇▇
4135580026
4135580027
4135899003
4136108004
▇▇▇▇▇▇▇▇▇▇
4136108007
4136108008
4136108009
4136207005
▇▇▇▇▇▇▇▇▇▇
4136551016
4136699002
4136785006
4136785007
4136977008
4137098009
4137098010
4137122004
4138446002
4138709015
4138712012
4138712013
4138712014
4138712015
4138712016
4138712017
4138712018
4138712019
4138712020
4138712021
4138712022
4138712023
4139020007
▇▇▇▇▇▇▇▇▇▇
4139598001
4139605003
4139651004
4139651005
▇▇▇▇▇▇▇▇▇▇
4139838006
4139916003
4139916006
4140013008
4140013009
▇▇▇▇▇▇▇▇▇▇
4140013011
4140013012
4140013013
4140013014
4140013015
4140013016
4140013017
4140662005
4140978002
4140978003
4141188002
4141188003
4141188004
4141188005
4141188006
4141548002
4141636006
4141636007
4141714009
4141714010
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4141714013
4141714014
4141714015
4141714016
▇▇▇▇▇▇▇▇▇▇
4142620011
4143267006
4143267007
4143267008
4143608005
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4143987005
4143987006
▇▇▇▇▇▇▇▇▇▇
4143987008
4143987009
4143987010
4143987011
4144185002
4144345006
4144345007
4144345008
▇▇▇▇▇▇▇▇▇▇
4144345010
4144345011
▇▇▇▇▇▇▇▇▇▇
4144345013
4144628002
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4144978004
4144978005
4144978006
4145534004
4145534005
4145581005
4145581009
4145581010
▇▇▇▇▇▇▇▇▇▇
4145581013
▇▇▇▇▇▇▇▇▇▇
4145874003
4145874004
4145936002
▇▇▇▇▇▇▇▇▇▇
4146104004
4146104005
4146104006
4146104007
4146104008
▇▇▇▇▇▇▇▇▇▇
4146104010
4146486013
4146583006
4146604007
4146746012
4146746013
4146746017
4146999005
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4147943016
4148220003
4148623004
4148623005
4148623006
4149903002
4149903004
▇▇▇▇▇▇▇▇▇▇
4149941006
4149941007
4149941008
▇▇▇▇▇▇▇▇▇▇
4150013003
▇▇▇▇▇▇▇▇▇▇
4150252008
4150344002
4150975010
▇▇▇▇▇▇▇▇▇▇
4151983005
4152065004
4152233022
4152233023
4152233024
4152374002
4152602002
4152602003
4152602004
4152721001
4152954003
4152954004
4153248006
4153248007
▇▇▇▇▇▇▇▇▇▇
4153248009
4153506003
4153506004
4153962002
▇▇▇▇▇▇▇▇▇▇
4154454003
4154634006
4154634007
4154710002
4154710003
▇▇▇▇▇▇▇▇▇▇
4154750004
4154798002
4154798003
4154798004
4154798005
▇▇▇▇▇▇▇▇▇▇
4154798007
4155361004
4155389006
4155537004
▇▇▇▇▇▇▇▇▇▇
4155582002
4155582003
4155582004
4155582005
4155892003
4155957005
4156354003
4156354004
▇▇▇▇▇▇▇▇▇▇
4156367004
4156367005
4156456007
4156493025
4156493026
4156493027
4156493028
4156493029
4156493030
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4156493033
4156493034
4156493035
4156493036
4156493037
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4156801002
4156813007
4156920008
4157127003
4157127004
▇▇▇▇▇▇▇▇▇▇
4157172002
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4157351003
4157351004
4157351005
4157505001
4157563003
4157627004
4157702003
4157702004
4157702005
4157702006
4157714004
▇▇▇▇▇▇▇▇▇▇
4157830010
4157830011
4157830012
4157838007
4157838008
4157864002
4157864003
4157907004
4158145002
4158145003
4158145004
4158145005
▇▇▇▇▇▇▇▇▇▇
4158145008
4158218003
4158270008
4158306011
4158306012
4158306013
4158306014
4158306015
4158306016
4158322005
▇▇▇▇▇▇▇▇▇▇
4158359001
4158359002
4158359003
4158359004
4158359006
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4158359009
4158359010
4158362003
4158362004
4158391005
4158391006
4158396007
4158576003
4158594002
4158594003
4158622002
4158622003
4158622004
4158622005
4158622006
4158622007
4158622008
4158678004
4158911003
4158966003
4159121002
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4159266005
4159266006
4159327002
4159327008
4159327009
4159353003
4159457014
4159457016
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4159698003
4159698004
▇▇▇▇▇▇▇▇▇▇
4159823003
4159827001
4159866004
4159985003
4160033003
▇▇▇▇▇▇▇▇▇▇
4160083006
▇▇▇▇▇▇▇▇▇▇
4160172002
4160172003
4160203001
4160207002
4160207003
4160237003
4160253001
▇▇▇▇▇▇▇▇▇▇
4160270004
4160270005
4160270006
4160300003
4160351002
4160362009
4160362010
4160363001
4160376005
4160380001
4160392001
4160704002
4160790004
4160790006
4160879002
4160879003
▇▇▇▇▇▇▇▇▇▇
4160879005
4160879006
4160879007
4160879008
4160879009
4160879010
4160879011
4160881002
4160881003
4160904002
▇▇▇▇▇▇▇▇▇▇
4161003002
▇▇▇▇▇▇▇▇▇▇
4161151005
4161151006
4161151007
4161151008
4161151009
4161151010
4161151011
▇▇▇▇▇▇▇▇▇▇
4161151013
4161151014
4161151015
4161151016
4161151017
4161151018
▇▇▇▇▇▇▇▇▇▇
4161577002
4161577003
4161577004
4161624003
4161624004
4161624005
4161624006
4161634002
▇▇▇▇▇▇▇▇▇▇
4161858002
4161858003
▇▇▇▇▇▇▇▇▇▇
4161875007
4161877003
4161885005
4161885006
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4161885009
4161885010
4161885011
4161885012
4161885013
4161885014
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4161885017
4161885018
4161885019
4161885020
4161911002
4161911003
4161911004
4161911005
4161911006
4161911007
4161911008
4161911013
4161921003
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4161952003
▇▇▇▇▇▇▇▇▇▇
4161979003
4161979005
4161985004
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4162225002
4162227002
4162266001
4162266002
4162266003
4162266004
4162266005
▇▇▇▇▇▇▇▇▇▇
4162297003
▇▇▇▇▇▇▇▇▇▇
4162359001
4162390001
4162412003
4162416002
4162435001
4162441001
4162467001
▇▇▇▇▇▇▇▇▇▇
4162541002
4162541003
4162554006
4162632001
▇▇▇▇▇▇▇▇▇▇
4162771001
4162861001
4162863002
▇▇▇▇▇▇▇▇▇▇
4162872001
4162872002
▇▇▇▇▇▇▇▇▇▇
4162879002
4162907002
4162907004
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4162920002
4162924002
4162961001
4162961002
▇▇▇▇▇▇▇▇▇▇
4162970001
4162970002
4162983002
4162998001
▇▇▇▇▇▇▇▇▇▇
4163062002
4163062003
4163062004
4163062005
4163089001
4163089002
4163089003
▇▇▇▇▇▇▇▇▇▇
4163089005
4163089006
4163090001
▇▇▇▇▇▇▇▇▇▇
4163090003
4163091001
4163091002
4163091003
4163091004
4163100001
▇▇▇▇▇▇▇▇▇▇
4163105001
4163113006
4163113007
4163113013
4163113014
▇▇▇▇▇▇▇▇▇▇
4163118003
▇▇▇▇▇▇▇▇▇▇
4163118005
4163160001
▇▇▇▇▇▇▇▇▇▇
4163203002
4163203003
4163203004
4163203005
4163203007
4163210001
4163213001
4163218001
4163218002
4163237001
4163280001
4163280003
4163280004
4163280005
▇▇▇▇▇▇▇▇▇▇
4163280007
4163294001
4163337001
4163470001
4163492001
4163492002
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4163628001
4163630001
4163706004
▇▇▇▇▇▇▇▇▇▇
4163733001
4163733002
4163733003
▇▇▇▇▇▇▇▇▇▇
4163780001
4163817001
4163871001
4163871002
4163879001
4163879002
4163879003
4163879004
▇▇▇▇▇▇▇▇▇▇
4163879006
▇▇▇▇▇▇▇▇▇▇
4163881001
4163907001
4163908001
4163955001
4163955002
4163998001
▇▇▇▇▇▇▇▇▇▇
4164051012
4164051013
4164051023
4164051024
4164067001
4164101001
4164101002
4164104001
4164112001
4164112002
▇▇▇▇▇▇▇▇▇▇
4164124001
4164124002
4164124003
4164129001
4164138001
4164138002
4164138003
4164138004
4164138005
4164142001
4164197001
4164197002
4164197003
4164200001
4164201001
4164204002
4164218001
4164223001
▇▇▇▇▇▇▇▇▇▇
4164339001
4164361001
4164380001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4164450001
▇▇▇▇▇▇▇▇▇▇
4164472002
4164495001
4164496001
▇▇▇▇▇▇▇▇▇▇
4164675001
4164694001
4164694002
4164796008
4164838001
4164861001
4164868003
4164873001
4164873002
4164873003
4164873004
4164873005
4164911001
4164911002
4164947001
4165058001
4165058002
4165058003
4165058004
4165058005
4165058006
▇▇▇▇▇▇▇▇▇▇
4165116001
▇▇▇▇▇▇▇▇▇▇
4165118002
4165118003
▇▇▇▇▇▇▇▇▇▇
4165165001
4165174001
4165191001
4165191002
4165191003
4165191004
4165191005
▇▇▇▇▇▇▇▇▇▇
4165191007
4165191008
4165191009
▇▇▇▇▇▇▇▇▇▇
4165347001
4165351001
4165352001
4165370001
4165421001
4165441001
4165468001
▇▇▇▇▇▇▇▇▇▇
4165522001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4165617001
4165619001
4165619002
4165628001
▇▇▇▇▇▇▇▇▇▇
4165711002
4165711003
▇▇▇▇▇▇▇▇▇▇
4165711005
4165714001
4165754002
4165791001
4165791002
4165822001
4165844001
4165844002
4165844003
4165857001
▇▇▇▇▇▇▇▇▇▇
4165900003
4165901001
4165901002
4165924001
4165978001
4165978002
4165978003
4165978004
4166010003
▇▇▇▇▇▇▇▇▇▇
4166125002
4166151001
4166226001
▇▇▇▇▇▇▇▇▇▇
4166226004
4166226005
4166259001
4166260001
4166260002
4166275001
4166275002
4166279003
4166280001
4166280002
4166280003
4166280004
4166280005
▇▇▇▇▇▇▇▇▇▇
4166330001
4166340001
4166350001
4166350002
▇▇▇▇▇▇▇▇▇▇
4166389001
4166389002
4166390001
4166413001
4166413002
▇▇▇▇▇▇▇▇▇▇
4166432002
▇▇▇▇▇▇▇▇▇▇
4166441001
4166444001
4166487001
4166539001
4166570001
4166580002
4166580004
4166580005
4166580006
▇▇▇▇▇▇▇▇▇▇
4166585001
4166587001
4166645001
4166647001
4166649001
4166650001
4166656002
4166656003
4166656004
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4166749001
4166764001
4166764002
4166764003
4166801001
4166851002
4166871001
4166908001
4166956002
4166985001
4167020001
4167030001
4167056001
4167056002
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4167086001
4167189001
4167218001
4167256001
▇▇▇▇▇▇▇▇▇▇
4167256003
▇▇▇▇▇▇▇▇▇▇
4167256006
4167256007
▇▇▇▇▇▇▇▇▇▇
4167448001
4167496001
4167496002
▇▇▇▇▇▇▇▇▇▇
4167509001
4167513001
4167525001
▇▇▇▇▇▇▇▇▇▇
4167526002
4167560001
4167594001
4167594002
4167594003
4167594004
▇▇▇▇▇▇▇▇▇▇
4167640001
4167640002
4167640003
4167640004
4167640005
4167640006
▇▇▇▇▇▇▇▇▇▇
4167640008
4167640009
4167640010
4167640011
4167640012
4167640013
4167640014
▇▇▇▇▇▇▇▇▇▇
4167674001
4167694001
4167715001
4167823001
▇▇▇▇▇▇▇▇▇▇
4167899001
▇▇▇▇▇▇▇▇▇▇
4167918001
4167929001
4167934001
4167940001
4167940002
▇▇▇▇▇▇▇▇▇▇
4167958001
4167976001
4167981001
4167995001
4168010001
4168102001
4168122001
4168171001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4168238001
4168239001
4168290001
4168290002
4168317001
4168388001
▇▇▇▇▇▇▇▇▇▇
4168426001
4168435001
4168435002
4168442001
4168532001
4168595001
▇▇▇▇▇▇▇▇▇▇
4168657001
4168662001
4168670001
4168703001
4168705001
▇▇▇▇▇▇▇▇▇▇
4168714001
▇▇▇▇▇▇▇▇▇▇
4168732001
4168736001
4168742001
▇▇▇▇▇▇▇▇▇▇
4168745001
4168746001
4168805001
4168807001
4168843001
4168850001
4168872001
4168879001
4168909001
4168916001
4168950001
▇▇▇▇▇▇▇▇▇▇
4168962001
4168962002
4168962003
4168973001
▇▇▇▇▇▇▇▇▇▇
4169000001
4169028001
4169059002
4169094001
4169094002
4169094003
4169125001
▇▇▇▇▇▇▇▇▇▇
4169161001
4169187001
4169231004
4169242001
▇▇▇▇▇▇▇▇▇▇
4169256001
4169261001
4169264001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4169359001
4169363001
4169409001
▇▇▇▇▇▇▇▇▇▇
4169443001
4169444001
4169448001
4169467001
4169471001
4169488001
4169513001
4169514001
4169518001
4169528001
4169528002
4169530003
4169555001
4169560001
4169563001
4169586001
▇▇▇▇▇▇▇▇▇▇
4169599001
4169611001
4169619001
4169619003
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4169746001
4169749001
4169799001
4169802001
4169806001
4169840001
▇▇▇▇▇▇▇▇▇▇
4169857001
4169871001
▇▇▇▇▇▇▇▇▇▇
4169894002
4169894003
4169899001
4169902001
4169905001
4169909001
▇▇▇▇▇▇▇▇▇▇
4169916001
4169919001
4169920001
4169936001
4169942001
4169948001
4169973001
4169978001
4170007001
4170009001
4170012001
4170013001
4170016001
4170017001
▇▇▇▇▇▇▇▇▇▇
4170025001
▇▇▇▇▇▇▇▇▇▇
4170079001
▇▇▇▇▇▇▇▇▇▇
4170147002
4170147003
4170147004
4170173001
▇▇▇▇▇▇▇▇▇▇
4170231001
4170236001
4170240001
4170241001
4170245001
4170247001
▇▇▇▇▇▇▇▇▇▇
4170254001
4170259001
▇▇▇▇▇▇▇▇▇▇
4170269001
4170282001
4170298001
4170308001
4170328004
4170400001
▇▇▇▇▇▇▇▇▇▇
4170413001
4170431001
4170432001
4170433001
▇▇▇▇▇▇▇▇▇▇
4170442001
▇▇▇▇▇▇▇▇▇▇
4170496001
4170521001
4170525001
4170529001
4170572001
4170572002
4170589001
4170608001
4170611001
4170625001
4170635001
4170639001
4170641001
4170653001
4170696001
▇▇▇▇▇▇▇▇▇▇
4170699002
4170726001
▇▇▇▇▇▇▇▇▇▇
4170732001
4170746001
4170746002
4170750001
▇▇▇▇▇▇▇▇▇▇
4170761001
4170762001
4170766001
4170782001
4170811001
4170819001
4170853001
4170855001
4170855002
▇▇▇▇▇▇▇▇▇▇
4170896001
▇▇▇▇▇▇▇▇▇▇
4170903001
4170921001
4170967001
4170972001
4170998001
4171011001
4171061001
4171080001
▇▇▇▇▇▇▇▇▇▇
4171084001
4171089001
4171107001
4171108001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4171130001
4171140001
4171176001
4171207001
4171220001
4171220002
4171226001
▇▇▇▇▇▇▇▇▇▇
4171226003
4171226004
4171229001
4171231001
4171237001
4171256001
4171256002
▇▇▇▇▇▇▇▇▇▇
4171266001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4171292001
▇▇▇▇▇▇▇▇▇▇
4171297002
4171323001
4171336001
▇▇▇▇▇▇▇▇▇▇
4171396001
4171404001
▇▇▇▇▇▇▇▇▇▇
4171454001
4171455001
4171455002
▇▇▇▇▇▇▇▇▇▇
4171468001
4171479001
4171481001
4171486001
4171490001
4171497001
4171532001
4171534001
4171535001
4171539001
4171541001
4171542005
4171555001
4171560001
4171562001
4171567001
▇▇▇▇▇▇▇▇▇▇
4171570001
4171572001
4171587001
4171587003
4171603001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4171617001
4171624001
4171630001
4171631001
4171642001
4171645001
4171657001
4171663001
4171672001
4171673001
4171678001
4171681001
4171710001
4171710002
4171710003
▇▇▇▇▇▇▇▇▇▇
4171751001
4171754001
4171758001
▇▇▇▇▇▇▇▇▇▇
4171768001
4171775001
4171775002
4171777001
4171787001
4171800001
4171802001
▇▇▇▇▇▇▇▇▇▇
4171811002
4171816001
4171831001
▇▇▇▇▇▇▇▇▇▇
4171871001
▇▇▇▇▇▇▇▇▇▇
4171907001
4171916001
4171919001
4171931001
▇▇▇▇▇▇▇▇▇▇
4171935001
4171939001
▇▇▇▇▇▇▇▇▇▇
4171947001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4171966001
4171976001
4171984001
▇▇▇▇▇▇▇▇▇▇
4171999001
▇▇▇▇▇▇▇▇▇▇
4172012001
4172021001
▇▇▇▇▇▇▇▇▇▇
4172053001
4172057001
4172092001
4172097001
4172098001
4172101001
4172103001
4172122001
4172126001
4172130001
▇▇▇▇▇▇▇▇▇▇
4172133001
4172135001
4172138001
4172140001
4172143001
4172145001
4172148001
4172150001
4172153001
4172157001
4172162001
4172173001
4172181001
4172203001
4172238001
▇▇▇▇▇▇▇▇▇▇
4172249001
▇▇▇▇▇▇▇▇▇▇
4172253001
4172256001
4172258001
4172259001
4172260001
4172377001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4172475001
4172509005
4172509007
▇▇▇▇▇▇▇▇▇▇
4172593001
4172593002
4172606001
4172610001
4172616001
4172642001
4172652001
▇▇▇▇▇▇▇▇▇▇
4172690001
▇▇▇▇▇▇▇▇▇▇
4172704001
4172718001
4172727001
4172736001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4172761001
4172817001
4172829001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4172885001
4172886001
4172893001
4172898001
▇▇▇▇▇▇▇▇▇▇
4172963001
4172988001
4173049001
4173057001
4173111001
4173162001
4173169001
4173177001
4173187001
4173219001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4173239001
4173260001
4173274001
4173277001
4173335001
4173346001
4173353001
4173354001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4173363002
4173378001
4173378002
4173381001
4173412001
4173449001
4173456001
▇▇▇▇▇▇▇▇▇▇
4173461001
4173466001
4173470001
4173483001
4173484001
4173500001
▇▇▇▇▇▇▇▇▇▇
4173512001
4173515001
4173535001
4173580001
4173615001
4173639001
4173652001
4173654001
4173654002
4173656001
4173660001
4173682001
4173694001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4173863001
4173863002
4173863003
4173869001
4173877001
4173885001
4173921001
4173926001
4173993001
▇▇▇▇▇▇▇▇▇▇
4174001001
4174004001
4174061001
4174072001
4174087001
▇▇▇▇▇▇▇▇▇▇
4174099001
4174101001
4174122001
4174123001
4174192001
4174201001
4174222001
▇▇▇▇▇▇▇▇▇▇
4174244001
▇▇▇▇▇▇▇▇▇▇
4174255001
4174271001
4174272001
4174299001
4174299002
4174299003
4174299004
▇▇▇▇▇▇▇▇▇▇
4174379001
4174395001
▇▇▇▇▇▇▇▇▇▇
4174447002
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4174477001
4174481001
▇▇▇▇▇▇▇▇▇▇
4174502001
4174511001
▇▇▇▇▇▇▇▇▇▇
4174548001
4174552001
4174553001
4174553002
▇▇▇▇▇▇▇▇▇▇
4174557001
4174573001
4174581001
4174587001
4174608001
4174612001
4174617001
4174653001
4174673001
▇▇▇▇▇▇▇▇▇▇
4174681001
▇▇▇▇▇▇▇▇▇▇
4174685001
▇▇▇▇▇▇▇▇▇▇
4174719001
4174719002
4174724001
4174724002
▇▇▇▇▇▇▇▇▇▇
4174724004
4174724005
4174724006
4174724007
4174733001
4174748001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4174807001
4174808001
4174830001
4174850001
4174851001
4174861001
4174894001
4174894002
4174959001
4174962001
4174979001
4174987001
4174987002
4174991001
4174996001
4175042001
4175045001
4175057001
4175069001
▇▇▇▇▇▇▇▇▇▇
4175136001
4175146001
4175154001
4175227001
4175245001
4175257001
▇▇▇▇▇▇▇▇▇▇
4175290002
4175290003
▇▇▇▇▇▇▇▇▇▇
4175382001
4175406001
4175430001
4175430002
4175450001
4175454001
4175470001
4175485001
4175485002
4175485003
4175508001
4175508002
4175519001
4175558001
4175680001
4175706001
▇▇▇▇▇▇▇▇▇▇
4175713001
4175717001
4175720001
4175779001
4175785001
4175796001
4175810001
4175820001
▇▇▇▇▇▇▇▇▇▇
4175887001
4175898001
4175920001
4175920003
4175922001
▇▇▇▇▇▇▇▇▇▇
4175959001
4175960001
4175997001
4176004001
4176034001
4176063001
4176082001
4176086001
4176087001
4176104001
4176127001
4176132001
4176137001
▇▇▇▇▇▇▇▇▇▇
4176177001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4176223001
4176231001
▇▇▇▇▇▇▇▇▇▇
4176242001
4176245001
4176252001
4176315001
4176331001
4176339001
▇▇▇▇▇▇▇▇▇▇
4176382001
4176394001
4176394002
▇▇▇▇▇▇▇▇▇▇
4176396001
4176404001
4176406001
4176407001
4176407002
▇▇▇▇▇▇▇▇▇▇
4176407004
4176407005
4176407006
4176414001
▇▇▇▇▇▇▇▇▇▇
4176458001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4176473001
4176485001
4176487001
4176492001
▇▇▇▇▇▇▇▇▇▇
4176497001
▇▇▇▇▇▇▇▇▇▇
4176503001
4176506001
▇▇▇▇▇▇▇▇▇▇
4176506003
4176512001
4176514001
4176553001
4176553002
4176589001
4176653001
4176657001
4176662001
4176679001
4176679002
4176679003
4176698001
4176730001
4176750001
▇▇▇▇▇▇▇▇▇▇
4176755001
4176770001
4176793001
4176834001
4176839001
4176852001
4176896001
4176921001
4176921002
4176946001
4176950001
4176952001
4176959001
4176961001
4176964001
4177019001
▇▇▇▇▇▇▇▇▇▇
4177039001
▇▇▇▇▇▇▇▇▇▇
4177067001
4177069001
4177071001
4177073001
▇▇▇▇▇▇▇▇▇▇
4177086001
4177159001
4177159002
4177159003
4177159004
4177164001
4177165001
4177188001
▇▇▇▇▇▇▇▇▇▇
4177231001
4177253001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4177300001
▇▇▇▇▇▇▇▇▇▇
4177306001
4177308001
4177313001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4177376001
4177465002
4177469001
4177471001
4177475001
4177493001
▇▇▇▇▇▇▇▇▇▇
4177498002
4177501001
4177502001
4177509001
4177513001
4177519001
4177523001
4177528001
▇▇▇▇▇▇▇▇▇▇
4177533001
4177545001
4177547001
4177552001
4177569001
4177576001
4177670001
4177682001
4177684001
▇▇▇▇▇▇▇▇▇▇
4177725002
4177725004
4177751001
4177830001
4177848001
4177849001
▇▇▇▇▇▇▇▇▇▇
4177853001
4177855001
4177857001
4177858001
▇▇▇▇▇▇▇▇▇▇
4177860001
4177861001
4177867001
4177867002
4177884001
4177957001
▇▇▇▇▇▇▇▇▇▇
4178052001
4178097001
4178111001
4178120001
4178234001
4178274001
4178284001
▇▇▇▇▇▇▇▇▇▇
4178310001
4178333001
4178334001
4178359001
4178360001
4178378001
4178399001
4178422001
4178424001
▇▇▇▇▇▇▇▇▇▇
4178489001
4178562001
4178568001
4178597001
4178607001
4178686001
4178686002
▇▇▇▇▇▇▇▇▇▇
4178753001
4178773001
▇▇▇▇▇▇▇▇▇▇
4178777001
4178792001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4178894001
4178906001
4178923001
4178972001
4179019001
4179038001
4179085001
4179089001
4179089002
4179089003
▇▇▇▇▇▇▇▇▇▇
4179163001
▇▇▇▇▇▇▇▇▇▇
4179185001
4179198001
4179274001
4179274002
▇▇▇▇▇▇▇▇▇▇
4179305001
4179308001
4179318001
4179397001
4179412001
4179417001
▇▇▇▇▇▇▇▇▇▇
4179467001
4179467002
4179475001
4179481001
4179486001
4179487001
4179502001
▇▇▇▇▇▇▇▇▇▇
4179587001
4179588001
4179598001
4179607001
4179631001
4179645001
4179669001
▇▇▇▇▇▇▇▇▇▇
4179672001
▇▇▇▇▇▇▇▇▇▇
4179702001
4179726001
4179729001
4179818001
4179830001
4179848001
4179865001
4179868001
4179872001
4179885001
▇▇▇▇▇▇▇▇▇▇
4179899001
4179901001
4179905001
▇▇▇▇▇▇▇▇▇▇
4179911002
4179939001
4180042001
▇▇▇▇▇▇▇▇▇▇
4180059001
4180065001
▇▇▇▇▇▇▇▇▇▇
4180070001
4180070002
▇▇▇▇▇▇▇▇▇▇
4180070004
4180070005
4180101001
▇▇▇▇▇▇▇▇▇▇
4180104001
4180106001
4180110001
4180120001
4180124001
4180124002
4180139001
4180139002
▇▇▇▇▇▇▇▇▇▇
4180173001
▇▇▇▇▇▇▇▇▇▇
4180193001
▇▇▇▇▇▇▇▇▇▇
4180196001
4180216001
4180222001
4180228001
4180243001
4180258001
4180266001
4180329001
4180367001
▇▇▇▇▇▇▇▇▇▇
4180436001
4180436002
4180436003
4180515001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4180618002
4180618003
4180638001
4180658001
4180666001
4180681001
4180694001
4180696001
4180715001
4180715002
4180737001
4180760001
4180761001
▇▇▇▇▇▇▇▇▇▇
4180849001
4180860001
4180894001
4180895001
4180907001
4180911001
4180918001
4180922001
4180964001
4180969001
4180978001
4180984001
4180993001
4180993002
4181015001
4181015002
▇▇▇▇▇▇▇▇▇▇
4181039001
4181062001
4181065001
▇▇▇▇▇▇▇▇▇▇
4181145001
4181147001
4181152001
▇▇▇▇▇▇▇▇▇▇
4181270001
4181291001
4181294001
▇▇▇▇▇▇▇▇▇▇
4181325001
4181374001
4181391001
4181409001
▇▇▇▇▇▇▇▇▇▇
4181413001
4181433001
4181459001
4181480001
4181480002
▇▇▇▇▇▇▇▇▇▇
4181563001
4181579001
4181590001
4181595001
4181643001
4181643002
4181670001
▇▇▇▇▇▇▇▇▇▇
4181682001
4181682002
4181682003
4181709001
4181724001
4181728001
4181731001
4181732001
4181819001
▇▇▇▇▇▇▇▇▇▇
4181864001
4181864002
4181864003
▇▇▇▇▇▇▇▇▇▇
4181910001
4181922001
4181944001
▇▇▇▇▇▇▇▇▇▇
4181964001
4181965001
4181974001
4182045001
▇▇▇▇▇▇▇▇▇▇
4182051002
4182051003
▇▇▇▇▇▇▇▇▇▇
4182085001
4182087001
4182093001
4182097001
4182101001
4182106001
4182158001
4182196001
▇▇▇▇▇▇▇▇▇▇
4182227001
4182227002
4182234001
4182234002
▇▇▇▇▇▇▇▇▇▇
4182243001
4182257001
4182282001
4182288001
4182304001
4182313001
4182315001
▇▇▇▇▇▇▇▇▇▇
4182340001
4182341001
4182352001
4182401001
4182416001
4182454001
4182454002
4182480001
4182511001
▇▇▇▇▇▇▇▇▇▇
4182518001
4182520001
4182532001
4182535001
4182548001
4182550001
4182628001
4182631001
4182658001
4182680001
▇▇▇▇▇▇▇▇▇▇
4182705001
4182738001
4182757001
▇▇▇▇▇▇▇▇▇▇
4182764001
4182797001
4182797002
4182809001
4182811001
4182854001
▇▇▇▇▇▇▇▇▇▇
4182975002
4182975003
▇▇▇▇▇▇▇▇▇▇
4182993001
▇▇▇▇▇▇▇▇▇▇
4183001001
4183086001
4183087001
4183139001
4183139002
4183147001
4183165001
4183179001
4183200001
4183211001
4183213001
4183226001
4183247001
4183247002
4183250001
4183262001
4183265001
4183272001
▇▇▇▇▇▇▇▇▇▇
4183276001
4183291001
▇▇▇▇▇▇▇▇▇▇
4183299001
4183304001
4183305001
4183308001
4183312001
4183313001
▇▇▇▇▇▇▇▇▇▇
4183321001
▇▇▇▇▇▇▇▇▇▇
4183335001
4183344001
▇▇▇▇▇▇▇▇▇▇
4183364001
4183365001
4183386001
4183387001
4183391001
4183397001
4183399001
4183414001
4183415001
▇▇▇▇▇▇▇▇▇▇
4183442002
4183522001
4183553001
4183658001
▇▇▇▇▇▇▇▇▇▇
4183716001
4183724001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4183788001
4183790001
4183860001
4183937001
4183945001
4183950001
4183983001
4183987001
4183990001
▇▇▇▇▇▇▇▇▇▇
4184027001
4184085001
4184086001
4184087001
4184089001
4184092001
4184161001
4184214001
▇▇▇▇▇▇▇▇▇▇
4184218001
4184219001
4184233001
4184238001
▇▇▇▇▇▇▇▇▇▇
4184263001
4184284001
4184290001
4184317001
▇▇▇▇▇▇▇▇▇▇
4184363001
4184399001
4184411001
▇▇▇▇▇▇▇▇▇▇
4184500001
4184505001
4184513001
4184532001
4184537001
4184585002
4184631001
4184637001
4184655001
4184659001
▇▇▇▇▇▇▇▇▇▇
4184664001
4184680001
4184681001
4184690001
4184694001
4184695001
▇▇▇▇▇▇▇▇▇▇
4184706001
4184728001
4184772001
4184783001
4184801001
4184805001
▇▇▇▇▇▇▇▇▇▇
4184833001
▇▇▇▇▇▇▇▇▇▇
4184895001
4184907001
4184911001
4184940001
4184949001
▇▇▇▇▇▇▇▇▇▇
4184961001
▇▇▇▇▇▇▇▇▇▇
4185018001
4185044001
4185044002
4185053001
4185093001
▇▇▇▇▇▇▇▇▇▇
4185118001
4185122001
4185154001
4185170001
▇▇▇▇▇▇▇▇▇▇
4185203001
4185206001
4185258001
▇▇▇▇▇▇▇▇▇▇
4185263001
4185265001
4185266001
4185269001
4185271001
4185273001
4185275001
▇▇▇▇▇▇▇▇▇▇
4185279001
▇▇▇▇▇▇▇▇▇▇
4185283001
4185286001
4185286002
4185288001
4185291001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4185356002
4185359001
4185402001
4185437001
4185440001
4185442001
▇▇▇▇▇▇▇▇▇▇
4185497001
4185504001
4185510001
4185513001
4185521001
▇▇▇▇▇▇▇▇▇▇
4185527001
4185529001
4185529002
▇▇▇▇▇▇▇▇▇▇
4185533001
4185539001
4185550001
4185555001
▇▇▇▇▇▇▇▇▇▇
4185570001
4185581001
4185585001
4185596001
4185640001
▇▇▇▇▇▇▇▇▇▇
4185677001
▇▇▇▇▇▇▇▇▇▇
4185736001
4185749001
4185754001
4185767001
4185776001
4185850001
4185854001
4185858001
4185866001
4185868001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4185883001
4185886001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4185917001
4185972001
4185987001
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4186095001
4186099001
4186101001
4186111001
4186112001
▇▇▇▇▇▇▇▇▇▇
4186141001
4186177001
4186230001
4186237001
4186301001
4186303001
▇▇▇▇▇▇▇▇▇▇
4186309001
4186317001
▇▇▇▇▇▇▇▇▇▇
4186367001
4186373001
4186377001
4186390001
4186449001
▇▇▇▇▇▇▇▇▇▇
4186528001
4186528002
4186529001
4186568001
4186587001
4186670001
4186677001
4186708001
▇▇▇▇▇▇▇▇▇▇
4186728001
4186818001
▇▇▇▇▇▇▇▇▇▇
4186880001
4186903001
4186909001
4186927001
4186962001
4186999001
▇▇▇▇▇▇▇▇▇▇
4187019001
▇▇▇▇▇▇▇▇▇▇
4187173001
4187291001
4187369001
4187409001
▇▇▇▇▇▇▇▇▇▇
4187565002
4187565003
4187565004
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4187900001
4187943001
4188099001
4188390001
4188407001
▇▇▇▇▇▇▇▇▇▇
4188598001
4188605001
4188634002
4188657001
4188811001
4189088001
4189283001
▇▇▇▇▇▇▇▇▇▇
4189435001
4189442001
4189470001
4189704001
4189709001
4189711001
4189748001
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, 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 Seller 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; Subordination.............. 2
Section 2.3 Sale Price............................................. 4
Section 2.4 Removal of Loans....................................... 4
ARTICLE III CONDITIONS PRECEDENT....................................... 4
Section 3.1 Conditions to Sale..................................... 4
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS.................. 5
Section 4.1 Representations and Warranties of the Seller........... 5
Section 4.2 Affirmative Covenants of the Seller.................... 7
Section 4.3 Negative Covenants of the Seller....................... 8
Section 4.4 Perfection Representations and Warranties.............. 9
ARTICLE V INDEMNIFICATION............................................ 9
Section 5.1 Indemnification........................................ 9
ARTICLE VI CLEAN-UP CALL.............................................. 10
Section 6.1 Clean-up Call.......................................... 10
ARTICLE VII MISCELLANEOUS.............................................. 10
Section 7.1 Notices................................................ 10
Section 7.2 No Waiver; Remedies.................................... 11
Section 7.3 Successors and Assigns................................. 12
Section 7.4 Termination; Survival of Obligations................... 12
Section 7.5 Complete Agreement; Modification of Agreement.......... 12
Section 7.6 Amendments and Waivers................................. 12
Section 7.7 GOVERNING LAW; CONSENT TO JURISDICTION;
WAIVER OF JURY TRIAL................................ 13
Section 7.8 Counterparts........................................... 14
Section 7.9 Severability........................................... 14
Section 7.10 Section Titles......................................... 14
Section 7.11 No Setoff.............................................. 14
Section 7.12 Confidentiality........................................ 14
Section 7.13 Further Assurances..................................... 14
Section 7.14 Accounting Changes..................................... 15
Schedule 4.1(b) UCC Information
Schedule 4.4 Perfection Representations, Warranties and Covenants
Schedule I Schedule of CEF Loans
Exhibit 4.2(f) Separate Indemnity Provisions
Annex A Definitions and Interpretations
-i-
TABLE OF CONTENTS
(continued)
PAGE
----
-ii-
FINAL VERSION
ANNEX A
to
LOAN PURCHASE AND SALE AGREEMENT
dated as of
December 14, 2006
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
December 14, 2006, 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 Loan 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 Servicer 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 the same may be amended and supplemented from time to time.
"Class C Maturity Date" is defined in the Indenture.
Annex A to
Loan Purchase and Sale Agreement
"Closing Date" means December 14, 2006.
"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; provided, that "Collections" for the first
Collection Period shall exclude interest accrued before December 1, 2006.
"Consumer Contract" is defined in the Loan Sale Agreement.
"Credit and Collection Policies" or "Credit and Collection Policy" means
the policies, practices and procedures adopted by the Issuer on the Closing Date
for providing equipment loans secured by transportation equipment, industrial
equipment, construction equipment, furniture and fixtures, maritime assets,
technology and telecommunications equipment or other equipment, 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.
"Cut-off Date" is defined in the Loan Sale Agreement.
"Deemed Collateral" is defined in Section 2.2(a)(i) of the Purchase and
Sale Agreement.
"Deemed Loan" is defined in Section 2.2(a) of the Purchase and Sale
Agreement.
"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.
2 Annex A to
Loan Purchase and Sale Agreement
"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 GE Capital in
connection with the financing or lease of Equipment in the ordinary course
of GE Capital's business or acquired by GE Capital in the ordinary course
of its business, and, in each case, was fully and properly executed by the
parties thereto, (B) has created a valid, subsisting and enforceable first
priority security interest (except to the extent the Equipment secures any
loan that is cross-collateralized with such Purchaser Asset) in the
Equipment in favor of GE Capital, that, as of the Closing Date, has been
assigned by GE Capital 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 Cut-off 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 GE Capital, 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 GE Capital, 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
3 Annex A to
Loan Purchase and Sale Agreement
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 GE Capital's normal requirements.
(xiv) No Bankruptcies. No Obligor on any Purchaser Asset as of the
Cut-off 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.
4 Annex A to
Loan Purchase and Sale Agreement
"Equipment" means any transportation equipment, industrial equipment,
construction equipment, furniture and fixtures, maritime assets, technology and
telecommunications equipment 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 December 14, 2006, between the
Purchaser and the Indenture Trustee, as the same may be amended and supplemented
from time to time.
"Indenture Trustee" means The Bank of New York., 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 Equipment Midticket LLC, Series 2006-1, a Delaware
limited liability company, until a successor replaces it and, thereafter, means
the successor and, for purposes of any provision contained in the Indenture and
required by the Trust Indenture Act of 1939, each other obligor on the Notes.
"Issuer Limited Liability Company Agreement" means the Limited Liability
Company Agreement of the Purchaser, dated as of December 14, 2006, among the
Managing Member and the Issuer, as the same may be amended or supplemented from
time to time.
5 Annex A to
Loan Purchase and Sale Agreement
"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.
"Liquidated Loan" means any Loan (i) liquidated through the sale or other
disposition of all or a portion of the related Equipment or (ii) that has been
charged off in its entirety in accordance with the Credit and Collection Policy
without realizing upon the Equipment.
"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 December
14, 2006, 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 Issuer Limited
Liability Company Agreement.
6 Annex A to
Loan Purchase and Sale 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.
"Notes" means the notes issued under the Indenture.
"Obligor" means, as to each Loan, any Person who owes payments under the
Loan.
"Option Price" is defined in Section 2.4(a) of the Purchase and Sale
Agreement.
"Other Assets" is defined in Section 2.2(a)(ii)(A) of the Purchase and Sale
Agreement.
"Payment Date" means, with respect to each Collection Period, the 15th 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 January 16th,
2007.
"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
7 Annex A to
Loan Purchase and Sale Agreement
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 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 December 14, 2006, between the Seller and the Purchaser, as the same
may be amended or supplemented from time to time.
"Purchase Option" is defined in Section 2.4(a) of the Purchase and Sale
Agreement
"Purchase Option Notice" is defined in Section 2.4(b) of the Purchase and
Sale Agreement
"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.
"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.
"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 Loan Sale Agreement, the Purchase and Sale
Agreement, the Servicing Agreement, the Issuer Limited Liability Company
Agreement, the CEF Limited Liability Company Agreement, the Administration
Agreement, the Indenture, the Swap Agreement 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
8 Annex A to
Loan Purchase and Sale Agreement
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.
"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.
"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 December
14, 2006, 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
9 Annex A to
Loan Purchase and Sale Agreement
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.
"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 Agreement" 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.
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
10 Annex A to
Loan Purchase and Sale Agreement
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 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.
11 Annex A to
Loan Purchase and Sale Agreement