Exhibit 4.3


 


Execution Version


 


ASSIGNMENT OF

RECEIVABLES SALE AGREEMENT


 


THIS ASSIGNMENT OF RECEIVABLES
SALE AGREEMENT, dated as of December 2, 2015 (this “Assignment”), is among General Electric Capital LLC, a Delaware
limited liability company (formerly known as General Electric Capital Corporation), as assignor (the “Assignor”)
and GE Capital US Holdings, Inc., a Delaware corporation (the “Assignee”), and consented to by CEF Equipment
Holding, L.L.C., a Delaware limited liability company (“CEF Holding”).


 


BACKGROUND


 





WHEREAS, the Assignor and
CEF Holding are parties to a loan sale agreement, dated as of October 24, 2012 (the “Loan Sale Agreement”);
and




 





WHEREAS, the Assignor desires
to assign all of its rights, benefits, obligations and duties as the Seller under the Loan Sale Agreement to the Assignee, and
the Assignee desires to assume such rights, benefits, obligations and duties under the Loan Sale Agreement;




 


NOW, THEREFORE, in consideration
of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 





SECTION 1. Definitions.
Capitalized terms used but not otherwise defined herein have the meanings given to them in (or by reference in) the Loan Sale Agreement
or, if not defined therein (or by reference therein), in (or by reference in) the Indenture, dated as of October 24, 2012, between
GE Equipment Transportation LLC, Series 2012-2 (the “Issuer”), and Citibank, N.A., as indenture trustee.




 


SECTION 2. Assignment.


 


(a)          The Assignor hereby assigns to the Assignee all of the Assignor’s rights, benefits, obligations and
duties as the Seller under the Loan Sale Agreement, effective as of the Effective Time, and the Assignee hereby assumes all of
the rights, benefits, obligations and duties of the Assignor, as the Seller under the Loan Sale Agreement, effective as of the
Effective Time.


 


(b)          This Assignment shall not constitute (i) a waiver by any of the parties hereto of any obligation or liability
which the Assignor, may have incurred in connection with the Loan Sale Agreement or (ii) an assumption by the Assignee, of any
liability of the Assignor, arising out of a breach by the Assignor, of its duties under the Loan Sale Agreement.


 


SECTION 3. Consent
of Purchaser. Pursuant to Section 6.3 of the Loan Sale Agreement, the Purchaser hereby consents to the assignment
set forth in Section 2(a) above.


 




    
GEET 2012-2 Assignment of 
Receivables Sale Agreement



     


    

 


SECTION 4. Notices.
For the purposes of Section 6.1 of the Loan Sale Agreement, all notices, whether faxed or mailed, will be deemed
received as provided in Section 6.1 of the Loan Sale Agreement when sent pursuant to the following instructions:


 


If to the Assignor:


 


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


 


If to the Assignee:


 


GE Capital US Holdings, Inc.

901 Main Avenue

Norwalk, Connecticut 06851

Attention: Michael Paolillo

michael.paolillo@ge.com






SECTION 5. Miscellaneous.


 


(a)          This
Assignment is entered into and the assignment effected hereby shall be effective as of 1:00 a.m. (New York time) on December 2,
2015 (the “Effective Time”); provided, that each of the parties hereto shall have executed a counterpart
to this Assignment.


 


(b)          THIS
ASSIGNMENT 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 SECTIONS 5-1401 AND 5-1402 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.


 




    	 	2	GEET 2012-2 Assignment of 
Receivables Sale Agreement




     


    

 


(c)          EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS ASSIGNMENT OR TO
ANY MATTER ARISING OUT OF OR RELATING TO THIS ASSIGNMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. EACH PARTY
HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO
HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE
OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS
DETERMINED IN ACCORDANCE WITH SECTION 6.1 OF THE LOAN SALE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL,
PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.


 


(d)          BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED
AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


(e)          Headings
used herein are for convenience of reference only and shall not affect the meaning of this Assignment or any provision hereof.


 


(f)          This
Assignment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when
executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(g)          Executed
counterparts of this Assignment may be delivered electronically.


 


[SIGNATURES
FOLLOW] 



 




    	 	3	GEET 2012-2 Assignment of 
Receivables Sale Agreement




     


    




  


IN WITNESS WHEREOF, the
parties hereto have caused this Assignment to be duly executed as of the date and year first above written.


 


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


 




    	 	S-1	GEET 2012-2 Assignment of 
Receivables Sale Agreement




     


    

 


	 	GE Capital US Holdings, Inc.,
	 	as the Assignee
	 	 	 	 
	 	 	By: 	/s/ Thomas A. Davidson
	 	 	Name: Thomas A. Davidson
	 	 	Title: Authorized Signatory


 




    	 	S-2	GEET 2012-2 Assignment of 
Receivables Sale Agreement




     


    

 


Solely for the purposes of the consent set forth in Section 3
of this Assignment:


 


	 	Consented to:
	 	 	 
	 	CEF EQUIPMENT HOLDING, L.L.C.
	 	 	 	 
	 	 	By: 	/s/ Thomas A. Davidson
	 	 	Name: Thomas A. Davidson
	 	 	Title: President and Chief Executive Officer


  




    	 	S-3	GEET 2012-2 Assignment of 
Receivables Sale Agreement