ITEM 9B. OTHER INFORMATION.
None.
PART III
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K.
(A) ITEM 10, DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
(B) ITEM 11, EXECUTIVE COMPENSATION.
(C) ITEM 12, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
(D) ITEM 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
(E) ITEM 14, PRINCIPAL ACCOUNTING FEES AND SERVICES.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
Exhibit
Description
Exhibit 3.1
Limited Liability Company Agreement of GE Equipment Transportation LLC, Series 2012-1, incorporated by reference to Exhibit 4(b) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.1
Loan Sale Agreement, incorporated by reference to Exhibit 4(c) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.2
Loan Purchase and Sale Agreement, incorporated by reference to Exhibit 4(d) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.3
Servicing Agreement, incorporated by reference to Exhibit 4(e) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.4
Indenture, incorporated by reference to Exhibit 4(f) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.5
Administration Agreement, incorporated by reference to Exhibit 4(g) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.6
Underwriting Agreement incorporated by reference to Exhibit 1(a) to Form 8-K dated March 14, 2012 and filed by the Depositor on March 15, 2012.
Exhibit 31.1
Certification of officer of the Depositor.
Exhibit 33.1
Report on Assessment of Compliance with Servicing Criteria of General Electric Capital Corporation.
Exhibit 33.2
Report on Assessment of Compliance with Servicing Criteria of Citibank, N.A.
Exhibit 34.1
Attestation Report of KPMG LLP, with respect to General Electric Capital Corporation.
Exhibit 34.2
Attestation Report of KPMG LLP, with respect to Citibank, N.A.
Exhibit 35.1
Servicing Compliance Statement of General Electric Capital Corporation.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K.
ITEM 1112(b) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS (FINANCIAL INFORMATION).
No single obligor represents 10% or more of the pool assets held by GE Equipment Transportation LLC, Series 2012-1 (the “Issuing Entity”).
ITEM 1114(b)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT FOR CERTAIN DERIVATIVES INSTRUMENTS (INFORMATION REGARDING SIGNIFICANT ENHANCEMENT PROVIDERS).
No entity or group of affiliated entities providing credit enhancement or other support with respect to either payment of the pool assets held by the Issuing Entity or payments on the notes (the “Notes”) issued by the Issuing Entity is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting any class of Notes.
ITEM 1115(b)(2) OF REGULATION AB. CERTAIN DERIVATIVES INSTRUMENTS (FINANCIAL INFORMATION).
No entity or group of affiliated entities provides any derivative instruments that are used to alter the payment characteristics of the cashflows from the Issuing Entity.
ITEM 1117 OF REGULATION AB. LEGAL PROCEEDINGS
There are no legal proceedings pending (or known to be contemplated by governmental authorities) against any of General Electric Capital Corporation (the “Sponsor”), CEF Equipment Holding, L.L.C. (the “Depositor”), the Issuing Entity or the other parties described in Item 1117 of Regulation AB or to which any of their respective property is subject, that are material to the holders of the Notes.
Citibank, N.A. (the “Indenture Trustee”), as indenture trustee, has provided the following information to the Depositor for inclusion in this form 10-K: In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain RMBS transactions. One such proceeding was a civil action filed against Citibank in the Supreme Court of the State of New York on June 18, 2014 by a group of investors in 48 private-label RMBS trusts for which Citibank serves or did serve as trustee, asserting claims for alleged violations of the Trust Indenture Act of 1939, breach of contract, breach of fiduciary duty and negligence based on Citibank’s alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of similar plaintiff investors in 27 private-label RMBS trusts for which Citibank serves or did serve as trustee, filed a new civil action against Citibank in the Southern District of New York asserting similar claims as the prior action filed in state court. Citibank has provided the above information for purposes of complying with Regulation AB.
There can be no assurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts. However, Citibank denies liability and intends to vigorously defend against the litigation. Furthermore, neither the above-disclosed litigation nor any other pending legal proceeding involving Citibank will materially affect Citibank’s ability to perform its duties as indenture trustee.
ITEM 1119 OF REGULATION AB. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by Item 1119 of Regulation AB has been previously reported and has been omitted from this report on Form 10-K in reliance on the instruction to Item 1119.
ITEM 1122 OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA.
The Sponsor (in its roles as servicer and administrator) and Citibank, N.A. (in its role as indenture trustee) (together, the “Servicing Parties”) have each been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on assessment of compliance with the servicing criteria applicable to it (each a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10-K. Each of the Servicing Parties has provided an attestation report (each an “Attestation Report”) by one or more public accounting firms, which reports are also attached as exhibits to this Form 10-K.
None of the Servicing Reports or Attestation Reports has identified any material instance of noncompliance with the servicing criteria to the respective Servicing Party.
ITEM 1123 OF REGULATION AB. SERVICER COMPLIANCE STATEMENT.
The Sponsor (in its role as servicer) has been identified by the registrant as servicer with respect to the asset pool held by the Issuing Entity. The Sponsor has completed a statement of compliance with applicable servicing criteria (the “Compliance Statement”), signed by an authorized officer of the Sponsor. The Compliance Statement is attached as an exhibit to this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GE Equipment Transportation LLC, Series 2012-1
(by CEF Equipment Holding, L.L.C.)
Date: March 23, 2015 By: /s/ Thomas A. Davidson
Name: Thomas A. Davidson
Title: President and Chief Executive Officer and
Senior Officer in charge of Securitization
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.
No annual report or proxy materials have been sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent to the filing of this Annual Report on Form 10-K.
EXHIBIT INDEX
Exhibit
Description
Exhibit 3.1
Limited Liability Company Agreement of GE Equipment Transportation LLC, Series 2012-1, incorporated by reference to Exhibit 4(b) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.1
Loan Sale Agreement, incorporated by reference to Exhibit 4(c) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.2
Loan Purchase and Sale Agreement, incorporated by reference to Exhibit 4(d) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.3
Servicing Agreement, incorporated by reference to Exhibit 4(e) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.4
Indenture, incorporated by reference to Exhibit 4(f) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.5
Administration Agreement, incorporated by reference to Exhibit 4(g) to Form 8-K dated March 21, 2012 and filed by the Depositor on March 21, 2012.
Exhibit 4.6
Underwriting Agreement incorporated by reference to Exhibit 1(a) to Form 8-K dated March 14, 2012 and filed by the Depositor on March 15, 2012.
Exhibit 31.1
Certification of officer of the Depositor.
Exhibit 33.1
Report on Assessment of Compliance with Servicing Criteria of General Electric Capital Corporation.
Exhibit 33.2
Report on Assessment of Compliance with Servicing Criteria of Citibank, N.A.
Exhibit 34.1
Attestation Report of KPMG LLP, with respect to General Electric Capital Corporation.
Exhibit 34.2
Attestation Report of KPMG LLP, with respect to Citibank, N.A.
Exhibit 35.1
Servicing Compliance Statement of General Electric Capital Corporation.