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 2012-2, 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”).


 


RECITALS


 


WHEREAS, Issuer and Resigning
Administrator are parties to an Administration Agreement dated as of October 24, 2012 (the “Administration Agreement”);
and


 


WHEREAS, the Resigning Administrator
wishes to resign as Administrator under the Administration Agreement; the Issuer wishes to appoint the Successor Administrator
to succeed the Resigning Administrator as Administrator under the Administration Agreement; and the Successor Administrator wishes
to accept appointment as Administrator under the Administration Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants and promises herein, the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Resigning
Administrator and the Successor Administrator agree as follows:


 


ARTICLE ONE


THE RESIGNING ADMINISTRATOR


 


Section 1.          Definitions.
Capitalized terms used in this Agreement and not otherwise defined herein are used as defined in the Administration Agreement.


 


Section 2.          Resignation.
Pursuant to Sections 8(b) and 8(e) of the Administration Agreement, the Resigning Administrator hereby notifies the
Issuer, the Servicer and the Indenture Trustee that the Resigning Administrator is hereby resigning as Administrator under the
Administration Agreement, effective as of the Effective Time. The Issuer hereby consents to the resignation of the Resigning Administrator.


 


Section 3.          Appointment.
The Issuer hereby appoints the Successor Administrator as Administrator under the Administration Agreement, effective as of the
Effective Time, and confirms to the Successor Administrator all the rights, responsibilities, duties and liabilities of the Administrator
under the Administration Agreement.


 


Section 4.          Acceptance
of Appointment. (a) The Successor Administrator hereby accepts its appointment as Administrator under the Administration Agreement,
effective as of the Effective Time, and agrees to perform the duties and obligations set forth therein and shall hereby be vested
with all the rights, responsibilities, duties and liabilities of the Administrator under the Administration Agreement.


 


(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.


 




     


     


    




 


Section 5.          Waiver.
Each of the Issuer and the Servicer, hereby waives the requirement to provide at least sixty (60) days’ prior written notice
of the Resigning Administrator’s resignation pursuant to Sections 8(b) and 8(e) of the Administration Agreement.


 


Section 6.          Representations
of Successor Administrator. The Successor Administrator hereby represents and warrants to the Resigning Administrator and to
the Issuer that this Agreement has been duly authorized, executed and delivered on behalf of the Successor Administrator and constitutes
its legal, valid and binding obligation.


 


Section 7.          Notices.
For the purposes of Section 10 of the Administration Agreement, all notices, whether faxed or mailed, will be deemed received
as provided in Section 10 of the Administration Agreement when sent pursuant to the following instructions:


 


TO THE RESIGNING ADMINISTRATOR:


 


General Electric Capital LLC


901 Main Avenue


Norwalk, Connecticut 06851


Attention: Legal Department


michael.paolillo@ge.com


 


With a copy to:


 


General Electric Capital LLC


201 Merritt 7


Norwalk, Connecticut 06851


Attention: Capital Markets - Securitization


charles.rhodes@ge.com


michael.paolillo@ge.com


 


TO THE SUCCESSOR ADMINISTRATOR:


 


GE Capital US Holdings, Inc.


901 Main Avenue

Norwalk, Connecticut 06851

Attention: Michael Paolillo

michael.paolillo@ge.com


 




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GEET 2012-2 Instrument of Resignation and
 Appointment –Administrator




     


    




 


TO THE ISSUER:


 


GE Equipment Transportation LLC, Series 2012-2


10 Riverview Drive

Danbury, Connecticut 06810

Attention: Capital Markets Operations

Telephone: (203) 749-2101


Facsimile: (203) 749-4054


 


With a copy to:


 


GE Capital US Holdings, Inc.


901 Main Avenue

Norwalk, Connecticut 06851


Attention: Michael Paolillo

michael.paolillo@ge.com


 


Section 8.          Miscellaneous.
(a) This Agreement is entered into and the resignation, appointment and acceptance effected hereby shall be effective as of 1:00
a.m. (New York time) on December 2, 2015 (the “Effective Time”); provided, that (i) each of the Issuer,
the Resigning Administrator and the Successor Administrator shall have executed a counterpart of this Agreement and (ii) the Rating
Agency Condition shall have been satisfied.


 


(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.]


 




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 Appointment –Administrator




     


    




 


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 2012-2
	 	 	 
	 	 	By: CEF Equipment Holding, L.L.C., its Managing Member
	 	 	 
	 	By: 	/s/ Thomas A. Davidson
	 	 	Name:  Thomas A. Davidson
	 	 	Title:  President and Chief Executive Officer


 




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 Appointment –Administrator




     


    

  


	 	GENERAL ELECTRIC CAPITAL LLC,
	 	as Resigning Administrator
	 	 	 
	 	By: 	/s/ Thomas A. Davidson
	 	 	Name:  Thomas A. Davidson
	 	 	Title:  Authorized Signatory


 




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GEET 2012-2 Instrument of Resignation and
 Appointment –Administrator




     


    

  


	 	GE CAPITAL US HOLDINGS, INC., as Successor Administrator
	 	 	 
	 	By: 	/s/ Thomas A. Davidson
	 	 	Name: Thomas A. Davidson
	 	 	Title:  Authorized Signatory


 




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 Appointment –Administrator




     


    

  


Solely for the purposes of the waiver set forth in Section 5
of this Agreement:


 


	 	General electric capital LLC,
	 	as Servicer
	 	 	 
	 	By: 	/s/ Thomas A. Davidson
	 	 	Name: Thomas A. Davidson
	 	 	Title:  Authorized Signatory





 




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GEET 2012-2 Instrument of Resignation and
 Appointment –Administrator