Contract
Exhibit 4.1
Execution Version
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 2, 2015, by and among GE EQUIPMENT TRANSPORTATION LLC, SERIES 2013-2, a Delaware limited liability company (the “Issuer”), GENERAL ELECTRIC CAPITAL LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation) (the “Resigning Administrator”), and GE CAPITAL US HOLDINGS, INC., a Delaware corporation (the “Successor Administrator”).
ARTICLE ONE
(b) This Agreement shall not constitute (i) a waiver by any of the parties hereto of any obligation or liability which Resigning Administrator may have incurred in connection with its performance as Administrator under the Administration Agreement or (ii) an assumption by Successor Administrator of any liability of Resigning Administrator arising out of a breach by Resigning Administrator of its duties under the Administration Agreement. This Agreement does not constitute a waiver or assignment by Resigning Administrator of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Administration Agreement.
TO THE RESIGNING ADMINISTRATOR:
General Electric Capital LLC
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Legal Department
xxxxxxx.xxxxxxxx@xx.xxx
With a copy to:
General Electric Capital LLC
000 Xxxxxxx 0
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Capital Markets - Securitization
xxxxxxx.xxxxxx@xx.xxx
xxxxxxx.xxxxxxxx@xx.xxx
TO THE SUCCESSOR ADMINISTRATOR:
GE Capital US Holdings, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
xxxxxxx.xxxxxxxx@xx.xxx
2 |
GEET 2013-2 Instrument of Resignation and |
TO THE ISSUER:
GE Equipment Transportation LLC, Series 2013-2
00 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Capital Markets Operations
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
GE Capital US Holdings, Inc.
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.
(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.]
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 2013-2 | ||
By: CEF Equipment Holding, L.L.C., 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 |
GENERAL ELECTRIC CAPITAL LLC, | ||
as Resigning Administrator | ||
By: | /s/ Xxxxxx X. Xxxxxxxx | |
Name: Xxxxxx X. Xxxxxxxx | ||
Title: Authorized Signatory |
X-0 |
XXXX 0000-0 Instrument of Resignation and |
GE CAPITAL US HOLDINGS, INC., as Successor Administrator | ||
By: | /s/ Xxxxxx X. Xxxxxxxx | |
Name: Xxxxxx X. Xxxxxxxx | ||
Title: Authorized Signatory |
Solely for the purposes of the waiver set forth in Section 5 of this Agreement:
General electric capital LLC, | ||
as Servicer | ||
By: | /s/ Xxxxxx X. Xxxxxxxx | |
Name: Xxxxxx X. Xxxxxxxx | ||
Title: Authorized Signatory |
X-0 |
XXXX 0000-0 Instrument of Resignation and |