EXECUTION VERSION
 INDENTURE
  LEAF II RECEIVABLES FUNDING, LLC
 U.S. BANK NATIONAL ASSOCIATION,
  U.S. BANK NATIONAL ASSOCIATION,
 Equipment Contract Backed Notes, Series 2007-1, Class A-1,
Equipment Contract Backed Notes, Series 2007-1, Class A-2,
Equipment Contract Backed Notes, Series 2007-1, Class A-3
and
Equipment Contract Backed Notes, Series 2007-1, Class B




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TABLE OF CONTENTS
 PAGEARTICLE I
    
    Definitions
    
    2Section 1.01
    
    Definitions
    
    2Section 1.02
    
    Certain Rules of Construction
    
    2ARTICLE II
    
    Note Form
    
    2Section 2.01
    
    Form Generally
    
    2Section 2.02
    
    Multiple Classes of Notes; Form for Each Class;
Rights of Each Class
    
    2Section 2.03
    
    Denomination
    
    6Section 2.04
    
    Execution, Authentication, Delivery and Dating
    
    6Section 2.05
    
    Issuance of Definitive Notes
    
    6Section 2.06
    
    Registration, Registration of Transfer and Exchange
    
    7Section 2.07
    
    Limitation on Transfer and Exchange
    
    7Section 2.08
    
    Mutilated, Destroyed, Lost or Stolen Note
    
    14Section 2.09
    
    Payment of Principal and Interest; Rights Preserved
    
    15Section 2.10
    
    Persons Deemed Owner
    
    16Section 2.11
    
    Cancellation
    
    16Section 2.12
    
    Notices to Security Depository
    
    16Section 2.13
    
    Tax Treatment; Withholding Taxes
    
    16ARTICLE III
    
    Substitution of Contracts
    
    17Section 3.01
    
    Conditions Precedent to the Substitution of Contract Assets
    
    17ARTICLE IV
    
    Issuance of Notes; Certain Issuer Obligations
    
    19Section 4.01
    
    Conditions to Issuance of Notes
    
    19Section 4.02
    
    Security for Notes
    
    22Section 4.03
    
    Review of Contract Files
    
    23Section 4.04
    
    Defective Contracts
    
    24Section 4.05
    
    Reserved
    
    25Section 4.06
    
    Administration of the Contract Assets
    
    25Section 4.07
    
    Releases
    
    26ARTICLE V
    
    Satisfaction and Discharge
    
    27Section 5.01
    
    Satisfaction and Discharge of Indenture
    
    27ARTICLE VI
    
    Defaults and Remedies
    
    27Section 6.01
    
    Events of Default
    
    27Section 6.02
    
    Acceleration of Maturity; Rescission and Annulment
    
    28Section 6.03
    
    Collection of Indebtedness and Suits for Enforcement by Trustee
    
    29
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PAGESection 6.04
    
    Remedies
    
    30Section 6.05
    
    Optional Preservation of Collateral
    
    30Section 6.06
    
    Trustee May File Proofs of Claim
    
    31Section 6.07
    
    Trustee May Enforce Claims Without Possession of Notes
    
    31Section 6.08
    
    Application of Money Collected
    
    32Section 6.09
    
    Limitation on Suits
    
    32Section 6.10
    
    Unconditional Right of the Noteholders to Receive
Principal and Interest
    
    32Section 6.11
    
    Restoration of Rights and Remedies
    
    32Section 6.12
    
    Rights and Remedies Cumulative
    
    33Section 6.13
    
    Delay or Omission Not Waiver
    
    33Section 6.14
    
    Control by Control Party
    
    33Section 6.15
    
    Waiver of Certain Events by the Control Party
    
    33Section 6.16
    
    Additional Rights of Class B Noteholders After an Event of Default
    
    34Section 6.17
    
    Waiver of Stay or Extension Laws
    
    36Section 6.18
    
    Sale of Collateral
    
    36Section 6.19
    
    Action on Notes
    
    37ARTICLE VII
    
    The Trustee
    
    37Section 7.01
    
    Certain Duties and Responsibilities
    
    37Section 7.02
    
    Notice of Default and Other Events
    
    39Section 7.03
    
    Certain Rights of Trustee
    
    39Section 7.04
    
    Not Responsible for Recitals or Issuance of Notes
    
    41Section 7.05
    
    May Not Hold Notes
    
    42Section 7.06
    
    Money Held in Trust
    
    42Section 7.07
    
    Compensation and Reimbursement
    
    42Section 7.08
    
    Corporate Trustee Required; Eligibility
    
    43Section 7.09
    
    Resignation and Removal; Appointment of Successor
    
    43Section 7.10
    
    Acceptance of Appointment by Successor
    
    44Section 7.11
    
    Merger, Conversion, Consolidation or Succession to Business of
Trustee
    
    45Section 7.12
    
    Co-Trustees and Separate Trustees
    
    45Section 7.13
    
    Maintenance of Office or Agency; Initial Appointment of Payment
Agent
    
    46Section 7.14
    
    Appointment of Authenticating Agent
    
    47Section 7.15
    
    Appointment of Paying Agent other than Trustee; Money for Note
Payments to be Held in Trust
    
    48Section 7.16
    
    Rights with Respect to the Servicer and Back-up Servicer
    
    49Section 7.17
    
    Representations and Warranties of the Trustee
    
    49ARTICLE VIII
    
    The Custodian
    
    50Section 8.01
    
    Appointment of Custodian
    
    50Section 8.02
    
    Removal of Custodian
    
    50
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PAGESection 8.03
    
    Termination by Custodian
    
    51Section 8.04
    
    Limitations on the Custodians Responsibilities
    
    51Section 8.05
    
    Limitation on Liability
    
    53Section 8.06
    
    Custodian Obligations Regarding Genuineness of Documents
    
    53Section 8.07
    
    Force Majeure
    
    53ARTICLE IX
    
    the Class A Insurance Policy
    
    53Section 9.01
    
    Claims Under Class A Insurance Policy
    
    53Section 9.02
    
    Preference Claims Under Class A Insurance Policy
    
    55Section 9.03
    
    Collateral and Trust Accounts Held for Benefit of Note Insurer
    
    56Section 9.04
    
    Preservation of the Note Insurers Rights
    
    56Section 9.05
    
    Pending Litigation
    
    56Section 9.06
    
    Note Insurers Rights
    
    56Section 9.07
    
    Notices to Note Insurer
    
    57Section 9.08
    
    Surrender of Class A Insurance Policy
    
    57ARTICLE X
    
    Supplemental Indentures
    
    57Section 10.01
    
    Supplemental Indentures without Consent of the Noteholders
    
    57Section 10.02
    
    Supplemental Indentures with Consent of the Noteholders
    
    58Section 10.03
    
    Execution of Supplemental Indentures
    
    59Section 10.04
    
    Effect of Supplemental Indentures
    
    59Section 10.05
    
    Reference in Notes to Supplemental Indentures
    
    60Section 10.06
    
    Amendments Affecting Note Insurer; Consent of Note Insurer
    
    60Section 10.07
    
    Amendments to the Lockbox Intercreditor Agreement
    
    60ARTICLE XI
    
    Redemptions and Prepayments of Notes
    
    60Section 11.01
    
    Redemptions of Notes
    
    60Section 11.02
    
    Notice to Trustee
    
    60Section 11.03
    
    Notice of Redemptions to Noteholders
    
    61Section 11.04
    
    Amounts Payable on Redemption Date
    
    61Section 11.05
    
    Release of Contract Assets in Connection with Redemptions
    
    62ARTICLE XII
    
    Representations, Warranties and Covenants
    
    62Section 12.01
    
    Representations and Warranties
    
    62Section 12.02
    
    Covenants
    
    68ARTICLE XIII
    
    Accounts and Accountings
    
    74Section 13.01
    
    Collection of Money
    
    74Section 13.02
    
    Establishment of Trust Accounts
    
    75
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PAGESection 13.03
    
    Collection Account
    
    76Section 13.04
    
    Reserve Account
    
    80Section 13.05
    
    Servicer Transition Account
    
    80Section 13.06
    
    Reports to the Noteholders
    
    81Section 13.07
    
    Monthly Servicing Reports
    
    81ARTICLE XIV
    
    Provisions of General Application
    
    82Section 14.01
    
    General Provisions
    
    82Section 14.02
    
    Acts of Noteholders
    
    82Section 14.03
    
    Notices
    
    82Section 14.04
    
    Notices to Noteholders; Waiver
    
    83Section 14.05
    
    Successors and Assigns
    
    84Section 14.06
    
    Severability; No Waiver
    
    84Section 14.07
    
    Benefits of Indenture Limited to Parties and Express Third Party
Beneficiaries
    
    84Section 14.08
    
    Legal Holidays
    
    84Section 14.09
    
    Governing Law; Waiver of Jury Trial; Consent to Jurisdiction
    
    84Section 14.10
    
    Counterparts; Entire Agreement
    
    85Section 14.11
    
    Notifications
    
    85Section 14.12
    
    No Petition
    
    85Section 14.13
    
    Assignment
    
    85Schedule I
    
    Contract ScheduleSchedule II
    
    Definitions Annex
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PAGEEXHIBITSA-1a
    
    Form of Global Class A-1 NoteA-1b
    
    Form of Definitive Class A-1 NoteA-2a
    
    Form of Global Class A-2 NoteA-2b
    
    Form of Definitive Class A-2 NoteA-3a
    
    Form of Global Class A-3 NoteA-3b
    
    Form of Definitive Class A-3 NoteB-1
    
    Form of Global Class B NoteB-2
    
    Form of Definitive Class B NoteC
    
    Reserved.D-1
    
    Form of Request for ReleaseD-2
    
    Form of Return of Documents to CustodianE
    
    Form of Custodian and Trustee Certificate Re: SubstitutionsF
    
    Form of Release Agreement Re: Existing IndebtednessG
    
    Form of Temporary Regulation S CertificateH
    
    Form of Global Note Transfer CertificateI
    
    Form of Investor CertificateJ
    
    Form of Substitution CertificateK
    
    Swap Agreement
 v




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Indenture
 PRELIMINARY STATEMENT
 Notes
  GRANTING CLAUSE




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Collateral
  ARTICLE I
DEFINITIONS
 Section 1.01 Definitions
 Section 1.02 Certain Rules of Construction
 ARTICLE II
NOTE FORM
 Section 2.01 Form Generally
 Section 2.02 Multiple Classes of Notes; Form for Each Class; Rights of Each Class
 -2-




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Exhibit A-1a Exhibit A-1b Exhibit A-2a Exhibit A-2b Exhibit A-3a Exhibit A-3b Exhibit B-1 Exhibit B-2
 Global Notes
  Euroclear Clearstream Exhibit G
 -3-




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Exhibit G
  Agent Members
  Book-Entry Provisions
   -4-




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Definitive Notes Definitive Notes
  -5-




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Section 2.03 Denomination provided
 Section 2.04 Execution, Authentication, Delivery and Dating
  Section 2.05 Issuance of Definitive Notes
 -6-




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Section 2.06
 Note Register Note Registrar
    Section 2.07 Limitation on Transfer and Exchange
 -7-




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Rule 144A Global Note to Regulation S Global Note Applicable Procedures Exhibit H
 Regulation S Global Note to Rule 144A Global Note Exhibit H
 -8-




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Transfer and Exchange from Definitive Notes to Definitive Notes
  provided, however,
  Exhibit I
 Restrictions on Transfer and Exchange of Global Notes
 -9-




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40-day restricted period
    -10-




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employee benefit plan Plan Assets Plan Asset Regulation Benefit Plan Investor
     DTC Transferor
 SECURITIES ACT)
 -11-




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RULE 144A) QIB) EMPLOYEE BENEFIT PLAN ERISA CODE PLAN ASSETS PLAN ASSET REGULATION BENEFIT PLAN INVESTOR
 -12-




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1.
    
    EACH INVESTOR IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT UNDERSTANDS THAT THE
NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, THAT ANY OFFERS, SALES
OR DELIVERIES OF THE NOTES PURCHASED BY IT IN THE UNITED STATES OR TO U.S.
PERSONS PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (I) THE
COMMENCEMENT OF THE DISTRIBUTION OF THE NOTES, AND (II) THE CLOSING DATE, MAY
CONSTITUTE A VIOLATION OF UNITED STATES LAW, AND THAT DISTRIBUTIONS OF
PRINCIPAL AND INTEREST WILL BE MADE IN RESPECT OF SUCH NOTES ONLY FOLLOWING THE
DELIVERY BY THE HOLDER OF A CERTIFICATION OF NON-U.S. BENEFICIAL OWNERSHIP OR
THE EXCHANGE OF BENEFICIAL INTEREST IN REGULATION S TEMPORARY BOOK-ENTRY NOTES
FOR BENEFICIAL INTERESTS IN THE RELATED RULE 144A BOOK-ENTRY NOTES (WHICH IN
EACH CASE WILL ITSELF REQUIRE A CERTIFICATION OF NON-U.S. BENEFICIAL
OWNERSHIP), AT THE TIMES AND IN THE MANNER SET FORTH IN THE INDENTURE.2.
    
    In addition to the legending set forth on a Rule 144A Global
Note, the Regulation S Temporary Book-Entry Notes representing the Notes sold
to each investor in an offshore transaction complying with Rule 903 or Rule 904
of Regulation S under the Securities Act will bear a legend to the following
effect, unless the Issuer determines otherwise consistent with applicable law:THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF
(I) THE COMPLETION OF THE DISTRIBUTION OF THE NOTES AND (II) THE CLOSING
DATE, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF
 -13-




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THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE PROCEDURES SPECIFIED IN THE INDENTURE.
   Section 2.08 Mutilated, Destroyed, Lost or Stolen Note
   -14-




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Section 2.09 Payment of Principal and Interest; Rights Preserved .
   -15-




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provided
 th
 Section 2.10 Persons Deemed Owner
 Section 2.11 Cancellation
 Section 2.12 Notices to Security Depository
 Section 2.13 Tax Treatment; Withholding Taxes .
 -16-




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ARTICLE III
SUBSTITUTION OF CONTRACTS
 Section 3.01 Conditions Precedent to the Substitution of Contract Assets
  Exhibit J Substitution Certificate
 -17-




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provided
  -18-




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provided provided, further
    ARTICLE IV
ISSUANCE OF NOTES; CERTAIN ISSUER OBLIGATIONS
 Section 4.01 Conditions to Issuance of Notes
    -19-




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Section 4.02 Security for Notes .
 provided
 -22-




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Section 4.03 Review of Contract Files .
  Exhibit E
  -23-




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Section 4.04 Defective Contracts .
 -24-




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Exhibit D-1
 Section 4.05 Reserved .
 Section 4.06 Administration of the Contract Assets
 -25-




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Section 4.07 Releases .
 Exhibit D-1 Exhibit D-1
 Exhibit D-1
 Exhibit D-1 provided however Exhibit D-1 Exhibit D-2 provided
 -26-




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ARTICLE V
SATISFACTION AND DISCHARGE
 Section 5.01 Satisfaction and Discharge of Indenture .
  provided
 ARTICLE VI
DEFAULTS AND REMEDIES
 Section 6.01 Events of Default .
 provided
   -27-




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investment company
  Section 6.02 Acceleration of Maturity; Rescission and Annulment provided
  -28-




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Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee .
    -29-




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Section 6.04 Remedies
        Section 6.05 Optional Preservation of Collateral
 -30-




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Section 6.06 Trustee May File Proofs of Claim
     provided however
 Section 6.07 Trustee May Enforce Claims Without Possession of Notes .
 -31-




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Section 6.08 Application of Money Collected
 Section 6.09 Limitation on Suits provided
 Section 6.10 Unconditional Right of the Noteholders to Receive Principal and Interest
 Section 6.11 Restoration of Rights and Remedies
 -32-




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Section 6.12 Rights and Remedies Cumulative
 Section 6.13 Delay or Omission Not Waiver
 Section 6.14 Control by Control Party provided
   Section 6.15 Waiver of Certain Events by the Control Party .
  -33-




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Section 6.16 Additional Rights of Class B Noteholders After an Event of Default Class A Buyout
Notice Class A Buyout
Price
  -34-




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Collateral Purchase Notice Collateral Purchase Price provided further provided, however
 -35-




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Section 6.17 Waiver of Stay or Extension Laws
 Section 6.18 Sale of Collateral .
 Sale
      -36-




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Section 6.19 Action on Notes
 ARTICLE VII
THE TRUSTEE
 Section 7.01 Certain Duties and Responsibilities .
 -37-




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Section 7.02 Notice of Default and Other Events
 Section 7.03 Certain Rights of Trustee
 -39-




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provided, however
 -40-




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Section 7.04 Not Responsible for Recitals or Issuance of Notes .
   -41-




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Section 7.05 May Not Hold Notes
 Section 7.06 Money Held in Trust
 Section 7.07 Compensation and Reimbursement .
    -42-




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provided provided, further,
 provided however
 Section 7.08 Corporate Trustee Required; Eligibility
 Section 7.09 Resignation and Removal; Appointment of Successor .
  -43-




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Section 7.10 Acceptance of Appointment by Successor
 -44-




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Section 7.11 Merger, Conversion, Consolidation or Succession to Business of Trustee
 Section 7.12 Co-Trustees and Separate Trustees .
 Co-Trustee
  -45-




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Section 7.13 Maintenance of Office or Agency; Initial Appointment of Payment Agent
 -46-




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Section 7.14 Appointment of Authenticating Agent
 provided
  -47-




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U.S. Bank National Association, as TrusteeBy:As Authenticating AgentBy:Authorized Officer Section 7.15 Appointment of Paying Agent other than Trustee; Money for Note Payments to be
Held in Trust .
      -48-




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provided provided, further
 Section 7.16 Rights with Respect to the Servicer and Back-up Servicer
 Section 7.17 Representations and Warranties of the Trustee
 Organization and Good Standing
 Authorization
 Binding Obligations
 -49-




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No Violation
 No Proceedings
 Approvals
 Eligibility
 Class A Insurance Policy Held in Trust
 ARTICLE VIII
THE CUSTODIAN
 Section 8.01 Appointment of Custodian .
 Section 8.02 Removal of Custodian
 -50-




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Section 8.03 Termination by Custodian provided
 Section 8.04 Limitations on the Custodians Responsibilities .
   -51-




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provided that
   other than
   -52-




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Section 8.05 Limitation on Liability
 Section 8.06 Custodian Obligations Regarding Genuineness of Documents provided
 Section 8.07 Force Majeure
 ARTICLE IX
THE CLASS A INSURANCE POLICY
 Section 9.01 Claims Under Class A Insurance Policy .
  -53-




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Payment
Notice
    -54-




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Section 9.02 Preference Claims Under Class A Insurance Policy .
   -55-




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Section 9.03 Collateral and Trust Accounts Held for Benefit of Note Insurer
 Section 9.04 Preservation of the Note Insurers Rights
 Section 9.05 Pending Litigation
 Section 9.06 Note Insurers Rights
 -56-




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provided, however
 Section 9.07 Notices to Note Insurer
 Section 9.08 Surrender of Class A Insurance Policy
 ARTICLE X
SUPPLEMENTAL INDENTURES
 Section 10.01 Supplemental Indentures without Consent of the Noteholders .
 provided
   -57-




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Section 10.02 Supplemental Indentures with Consent of the Noteholders provided, however,
   -58-




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Section 10.03 Execution of Supplemental Indentures
 Section 10.04 Effect of Supplemental Indentures
 -59-




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Section 10.05 Reference in Notes to Supplemental Indentures
 Section 10.06 Amendments Affecting Note Insurer; Consent of Note Insurer
 Section 10.07 Amendments to the Lockbox Intercreditor Agreement
 ARTICLE XI
REDEMPTIONS AND PREPAYMENTS OF NOTES
 Section 11.01 Redemptions of Notes .
 Optional Redemptions
  Section 11.02 Notice to Trustee
 -60-




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Section 11.03 Notice of Redemptions to Noteholders
         Section 11.04 Amounts Payable on Redemption Date
 -61-




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provided
 Section 11.05 Release of Contract Assets in Connection with Redemptions .
   ARTICLE XII
REPRESENTATIONS, WARRANTIES AND COVENANTS
 Section 12.01 Representations and Warranties .
  -62-




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Organization and Good Standing
 Authorization
 Binding Obligation
 No Violation
 No Proceedings
 -63-




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Approvals
 Principal Office
 Transfer and Assignment provided
 Owners of the Issuer
 Bulk Transfer Laws
 The Contract Assets
 Solvency
 -64-




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Investment Company
 Limited Activities
 Taxes
 Lockbox Accounts
 Accuracy of Information
 -65-




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Rating Agency Perfection Requirements as to Collateral
     -66-




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-67-




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provided,
 Existing Contracts
 Section 12.02 Covenants
 No Liens provided
 -68-




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Obligations with Respect to the Contract Assets
 Notice of Default, Etc
 Compliance with Law provided
 Preservation of Security Interest
 Maintenance of Office, Etc
 -69-




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Further Assurances
 Notice of Liens
 Activities of the Issuer
 -70-




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-71-




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Directors provided
 Treatment for Tax Purposes
 Information Regarding the Issuer
 Preservation of the Contract Assets
 Enforcement of Transaction Documents
 Issuer May Not Merge, etc
 [Reserved.]
 Use of Proceeds
 -72-




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Indemnification provided
 Taxes
 No Adverse Transactions
 Transactions by Issuer
 -73-




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Further Limitations on Actions
 Rule 144A Information Rule 144A Information provided,
however affiliate provided, further
 Luxembourg Listing .
 ARTICLE XIII
ACCOUNTS AND ACCOUNTINGS
 Section 13.01 Collection of Money
 -74-




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Section 13.02 Establishment of Trust Accounts Reserve Account Collection Account Principal
Distribution Account Servicer
Transition Account Trust Accounts
    -75-




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Section 13.03 Collection Account
 -76-




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provided that provided further
       pro rata pari passu
  -77-




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;
        -78-




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-79-




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Section 13.04 Reserve Account .
  Section 13.05 Servicer Transition Account
  -80-




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Section 13.06 Reports to the Noteholders
     Section 13.07 Monthly Servicing Reports
 -81-




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ARTICLE XIV
PROVISIONS OF GENERAL APPLICATION
 Section 14.01 General Provisions
 Section 14.02 Acts of Noteholders .
     Section 14.03 Notices
 -82-




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th
 th
      Section 14.04 Notices to Noteholders; Waiver
  -83-




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Section 14.05 Successors and Assigns
 Section 14.06 Severability; No Waiver
 Section 14.07 Benefits of Indenture Limited to Parties and Express Third Party
Beneficiaries
 Section 14.08 Legal Holidays
 Section 14.09 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction .
   -84-




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forum non conveniens
 Section 14.09
 Section 14.10 Counterparts; Entire Agreement
 Section 14.11 Notifications
 Section 14.12 No Petition provided
 Section 14.13 Assignment .
  -85-




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LEAF II Receivables Funding, LLC,
as IssuerBy:
    /s/ Miles HermanName:
    Miles HermanTitle:
    President and COOU.S. Bank National Association,
as TrusteeBy:
    /s/ Diane L. ReynoldsName:
    Diane L. ReynoldsTitle:
    Vice PresidentU.S. Bank National Association,
as CustodianBy:
    /s/ Diane L. ReynoldsName:
    Diane L. ReynoldsTitle:
    Vice President -86-