Contract
Exhibit 4.4
Execution Version
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 4, 2015, by and among GE EQUIPMENT TRANSPORTATION LLC, SERIES 2014-1 a Delaware limited liability company (“Issuer”), GENERAL ELECTRIC COMPANY, a New York corporation (the “Resigning Servicer”), and GE CAPITAL GLOBAL HOLDINGS, LLC, a Delaware limited liability company (the “Successor Servicer”).
ARTICLE ONE
(b) This Agreement shall not constitute (i) a waiver by any of the parties hereto of any obligation or liability which Resigning Servicer may have incurred in connection with its services as Servicer under the Servicing Agreement or (ii) an assumption by Successor Servicer of any liability of Resigning Servicer arising out of a breach by Resigning Servicer of its duties under the Servicing Agreement. This Agreement does not constitute a waiver or assignment by Resigning Servicer of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Servicing Agreement.
(i) The Successor Servicer is qualified and eligible under Section 6.2 of the Servicing Agreement to act as Servicer under the Servicing Agreement.
(ii) The Successor Servicer (a) has a long-term debt rating of at least “Baa3” by Xxxxx’x, (b) is an established financial institution having a net worth of not less than fifty million dollars ($50,000,000) and (c) its regular business includes the servicing of receivables.
(iii) This Agreement has been duly authorized, executed and delivered on behalf of the Successor Servicer and constitutes its legal, valid and binding obligation.
TO THE RESIGNING SERVICER:
General Electric Company
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Legal Department
xxxxxxx.xxxxxxxx@xx.xxx
2 | GEET 2014-1 Instrument of Resignation and Appointment –Servicer |
With a copy to:
General Electric Company
000 Xxxxxxx 0
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Capital Markets - Securitization
xxxxxxx.xxxxxx@xx.xxx
xxxxxxx.xxxxxxxx@xx.xxx
TO THE SUCCESSOR SERVICER:
GE Capital Global Holdings, LLC
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
xxxxxxx.xxxxxxxx@xx.xxx
TO THE ISSUER:
GE Equipment Transportation LLC, Series 2014-1
00 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Capital Markets Operations
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
GE Capital Global Holdings, LLC
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
xxxxxxx.xxxxxxxx@xx.xxx
(b) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
3 | GEET 2014-1 Instrument of Resignation and Appointment –Servicer |
(c) This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by electronic means shall be equally as effective as delivery of an original executed counterpart of this Agreement.
[Signature pages follow.]
4 | GEET 2014-1 Instrument of Resignation and Appointment –Servicer |
IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and Acceptance to be duly executed as of the day and year first above written.
GE EQUIPMENT TRANSPORTATION LLC, | |||
SERIES 2014-1 | |||
By: GE Equipment Funding, LLC, its Managing Member | |||
By: | /s/ Xxxxxx X. Xxxxxxxx | ||
Name: | Xxxxxx X. Xxxxxxxx | ||
Title: | President and Chief Executive Officer |
X-0 | XXXX 0000-0 Instrument of Resignation and Appointment –Servicer |
GENERAL ELECTRIC COMPANY, | |||
as Resigning Servicer | |||
By: | /s/ Xxxxxx X. Xxxxx | ||
Name: | Xxxxxx X. Xxxxx | ||
Title: | Senior Vice President and Treasurer |
X-0 | XXXX 0000-0 Instrument of Resignation and Appointment –Servicer |
GE CAPITAL GLOBAL HOLDINGS, LLC, | |||
as Successor Servicer | |||
By: | /s/ Xxxxxx X. Xxxxxxxx | ||
Name: | Xxxxxx X. Xxxxxxxx | ||
Title: | Authorized Signatory |
X-0 | XXXX 0000-0 Instrument of Resignation and Appointment –Servicer |