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 2012-2 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”).


 


RECITALS


 


WHEREAS, Issuer and Resigning
Servicer are parties to a Servicing Agreement dated as of October 24, 2012 (the “Servicing Agreement”);


 


WHEREAS, the Resigning Servicer
wishes to resign as Servicer under the Servicing Agreement; the Issuer wishes to appoint the Successor Servicer to succeed the
Resigning Servicer as Servicer under the Servicing Agreement; and the Successor Servicer wishes to accept appointment as Servicer
under the Servicing Agreement; and


 


WHEREAS, the Resigning Servicer
wishes to assign all of its rights, responsibilities, duties and liabilities as Servicer under the Servicing Agreement to the Successor
Servicer, and the Successor Servicer wishes to assume such rights, responsibilities, duties and liabilities as Servicer under the
Servicing 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
Servicer and the Successor Servicer agree as follows:


 


ARTICLE ONE


THE RESIGNING SERVICER


 


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


 


Section 2.          Resignation.
Pursuant to Section 6.1(a) of the Servicing Agreement, the Resigning Servicer hereby notifies the Issuer that the Resigning
Servicer is hereby resigning as Servicer under the Servicing Agreement, effective as of the Effective Time. The Issuer hereby consents
to the resignation of the Resigning Servicer.


 


Section 3.          Appointment.
The Issuer hereby appoints the Successor Servicer as Servicer under the Servicing Agreement, effective as of the Effective Time,
and confirms to the Successor Servicer all the rights, responsibilities, duties and liabilities of the Servicer, including any
rights the Resigning Servicer may have to receive any Servicing Fee, under the Servicing Agreement.


 


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


 




     


     


    

 


(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.


 


Section
5.           Termination of Sub-Servicing Agreement. Pursuant to Section
6.3(b) of the Servicing Agreement, the Resigning Servicer shall terminate the Sub-Servicing Agreement, dated as of
December 2, 2015, between the Resigning Servicer and GE Capital US Holdings, Inc., a Delaware corporation (the
“Sub-Servicing Agreement”). The Successor Servicer shall not be deemed to have assumed any of the
Resigning Servicer’s interest in the Sub-Servicing Agreement and shall not replace the Resigning Servicer as a party to
the Sub-Servicing Agreement.


 


Section
6.           Representations of Successor Servicer. The Successor
Servicer hereby represents and warrants to the Resigning Servicer and to the Issuer that:


 


(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 Moody’s, (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.


 


Section
7.           Notices. For the purposes of Section 8.1 of the
Servicing Agreement, all notices, whether faxed or mailed, will be deemed received as provided in Section 8.1 of the
Servicing Agreement, when sent pursuant to the following instructions:


 


TO THE RESIGNING SERVICER:


 


General Electric Company


901 Main Avenue


Norwalk, Connecticut 06851


Attention: Legal Department


michael.paolillo@ge.com


 




    	 	2	GEET 2012-2 Instrument of
Resignation and Appointment –Servicer




     


    

 


With a copy to:


 


General Electric Company


201 Merritt 7


Norwalk, Connecticut 06851


Attention: Capital Markets - Securitization


charles.rhodes@ge.com


michael.paolillo@ge.com


 


TO THE SUCCESSOR SERVICER:


 


GE Capital Global Holdings, LLC


901 Main Avenue


Norwalk, Connecticut 06851


Attention: Michael Paolillo


michael.paolillo@ge.com


 


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 Global Holdings, LLC


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 8:00 a.m. (New York time) on December 4, 2015 (the
“Effective Time”); provided, that (i) each of the Issuer, the Resigning Servicer and the Successor
Servicer shall have executed a counterpart to this Agreement and (ii) the Issuer shall have provided prior written notice of
the appointment of the Successor Servicer to the Rating Agencies and the Indenture Trustee.


 


(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 2012-2 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 2012-2 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 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


 




    	 	S-1	GEET 2012-2 Instrument of
Resignation and Appointment –Servicer




     


    

 


	 	GENERAL ELECTRIC COMPANY,
	 	as Resigning Servicer
	 	 	 
	 	By:	/s/ Daniel C. Janki
	 	 	Name: Daniel C. Janki
	 	 	Title: Senior Vice President and Treasurer


 




    	 	S-2	GEET 2012-2 Instrument of
Resignation and Appointment –Servicer




     


    

 


	 	GE CAPITAL GLOBAL HOLDINGS, LLC,
	 	as Successor Servicer
	 	 	 
	 	By:	/s/ Thomas A. Davidson
	 	 	Name: Thomas A. Davidson
	 	 	Title:  Authorized Signatory


 




    	 	S-3	GEET 2012-2 Instrument of
Resignation and Appointment –Servicer