EX-4.A



 




Exhibit
4(a)




FORM OF INDENTURE




GE Equipment Midticket, LLC, Series [_____]



Issuer




and




[_________],



as Indenture Trustee.




 





INDENTURE




Dated as of [_____]




 






$[_____] in aggregate principal amount of Notes, consisting of:




$[_____] of [_____]% Class A Notes

$[_____]of One-Month LIBOR + [_____]%Class B Notes

$[_____]of One-Month LIBOR + [_____]%Class C Notes




 









 








GE Equipment Midticket, LLC, Series [_____]




Reconciliation and Tie between this Indenture

dated as of [_____] and the

TIA of 1939, as amended




	 	 	 	 	 
	TIA Section	 	 	 	Indenture Section
	310(a)(1)
	 	 	 	6.11
	(a)(2)
	 	 	 	6.11
	(a)(3)
	 	 	 	6.10(b)
	(a)(4)
	 	 	 	Not Applicable
	(b)
	 	 	 	6.11
	(c)
	 	 	 	Not Applicable
	311(a)
	 	 	 	6.13
	(b)
	 	 	 	6.13
	312(a)
	 	 	 	7.1
	(b)
	 	 	 	7.2(b)
	(c)
	 	 	 	7.2(c)
	313(a)
	 	 	 	6.14
	(b)(1)
	 	 	 	6.14
	(b)(2)
	 	 	 	6.14
	(c)
	 	 	 	6.14; 7.3(a)(ii)
	(d)
	 	 	 	6.14
	314(a)
	 	 	 	7.3
	(b)
	 	 	 	3.6; 8.8
	(c)(1)
	 	 	 	8.7
	(c)(2)
	 	 	 	8.7
	(c)(3)
	 	 	 	8.7
	(d)
	 	 	 	8.7
	(e)
	 	 	 	11.1
	(f)
	 	 	 	Not Applicable
	315(a)
	 	 	 	6.1
	(b)
	 	 	 	6.5
	(c)
	 	 	 	6.1
	(d)
	 	 	 	6.7
	(e)
	 	 	 	5.10
	316(a) (last sentence)
	 	 	 	2.12
	(a)(1)(A)
	 	 	 	5.8
	(a)(1)(B)
	 	 	 	5.9
	(a)(2)
	 	 	 	Not Applicable
	317(a)(1)
	 	 	 	5.2
	(a)(2)
	 	 	 	5.2
	(b)
	 	 	 	6.16
	318(a)
	 	 	 	11.19
	(c)
	 	 	 	11.19






 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE I            Definitions and Incorporation by Reference	 	 	2	 
	 
	 	SECTION 1.1.	 	Definitions	 	 	2	 
	 
	 	SECTION 1.2.	 	Other Interpretive Matters	 	 	18	 
	 
	 	SECTION 1.3.	 	Incorporation by Reference of TIA	 	 	19	 
	ARTICLE II       The Notes	 	 	19	 
	 
	 	SECTION 2.1.	 	Form	 	 	19	 
	 
	 	SECTION 2.2.	 	Execution, Authentication and Delivery	 	 	20	 
	 
	 	SECTION 2.3.	 	Temporary Notes	 	 	20	 
	 
	 	SECTION 2.4.	 	Registration; Registration of Transfer and Exchange	 	 	21	 
	 
	 	SECTION 2.5.	 	Mutilated, Destroyed, Lost or Stolen Notes	 	 	22	 
	 
	 	SECTION 2.6.	 	Persons Deemed Owner	 	 	23	 
	 
	 	SECTION 2.7.	 	Payment of Principal and Interest; Defaulted Interest	 	 	23	 
	 
	 	SECTION 2.8.	 	Cancellation	 	 	25	 
	 
	 	SECTION 2.9.	 	Book-Entry Notes	 	 	25	 
	 
	 	SECTION 2.10.	 	Notices to Clearing Agency	 	 	26	 
	 
	 	SECTION 2.11.	 	Definitive Notes	 	 	26	 
	 
	 	SECTION 2.12.	 	Notes owned by the Issuer or its Affiliates	 	 	26	 
	 
	 	SECTION 2.13.	 	CUSIP Numbers	 	 	27	 
	 
	 	SECTION 2.14.	 	Perfection Representations and Warranties	 	 	27	 
	 
	 	SECTION 2.15.	 	Notes to Constitute Indebtedness	 	 	27	 
	 
	 	SECTION 2.16.	 	Determination of LIBOR	 	 	27	 
	ARTICLE III       Covenants	 	 	28	 
	 
	 	SECTION 3.1.	 	Payments	 	 	28	 
	 
	 	SECTION 3.2.	 	Maintenance of Office or Agency	 	 	28	 
	 
	 	SECTION 3.3.	 	Paying Agent’s Obligations	 	 	28	 
	 
	 	SECTION 3.4.	 	Existence	 	 	28	 
	 
	 	SECTION 3.5.	 	Protection of the Collateral; Further Assurances	 	 	29	 
	 
	 	SECTION 3.6.	 	Opinions as to the Collateral	 	 	29	 
	 
	 	SECTION 3.7.	 	Performance of Obligations; Servicing of Loans	 	 	30	 
	 
	 	SECTION 3.8.	 	Taxes	 	 	31	 






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	 	 	 	 	 	 	Page	 
	 
	 	SECTION 3.9.	 	Annual Statement as to Compliance	 	 	31	 
	 
	 	SECTION 3.10.	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	 	32	 
	 
	 	SECTION 3.11.	 	Negative Covenants	 	 	32	 
	 
	 	SECTION 3.12.	 	Successor or Transferee	 	 	34	 
	 
	 	SECTION 3.13.	 	Notice of Events of Default	 	 	34	 
	 
	 	SECTION 3.14.	 	Further Instruments and Acts	 	 	35	 
	ARTICLE IV       Satisfaction and Discharge	 	 	35	 
	 
	 	SECTION 4.1.	 	Satisfaction and Discharge of Indenture	 	 	35	 
	 
	 	SECTION 4.2.	 	Application of Trust Funds	 	 	35	 
	ARTICLE V       Remedies	 	 	36	 
	 
	 	SECTION 5.1.	 	Events of Default	 	 	36	 
	 
	 	SECTION 5.2.	 	Remedies	 	 	36	 
	 
	 	SECTION 5.3.	 	[Reserved]	 	 	39	 
	 
	 	SECTION 5.4.	 	Unconditional Rights of Noteholders To Receive Principal and Interest	 	 	40	 
	 
	 	SECTION 5.5.	 	Restoration of Rights and Remedies	 	 	40	 
	 
	 	SECTION 5.6.	 	Rights and Remedies Cumulative	 	 	40	 
	 
	 	SECTION 5.7.	 	Delay or Omission Not a Waiver	 	 	40	 
	 
	 	SECTION 5.8.	 	Control by Noteholders	 	 	40	 
	 
	 	SECTION 5.9.	 	Waiver of Past Defaults	 	 	42	 
	 
	 	SECTION 5.10.	 	Undertaking for Costs	 	 	42	 
	 
	 	SECTION 5.11.	 	Waiver of Stay or Extension Laws	 	 	42	 
	 
	 	SECTION 5.12.	 	Action on Notes	 	 	42	 
	 
	 	SECTION 5.13.	 	[Reserved]	 	 	43	 
	 
	 	SECTION 5.14.	 	Sale of Collateral	 	 	43	 
	ARTICLE VI       The Indenture Trustee	 	 	44	 
	 
	 	SECTION 6.1.	 	Duties of the Indenture Trustee	 	 	44	 
	 
	 	SECTION 6.2.	 	Rights of Indenture Trustee	 	 	46	 
	 
	 	SECTION 6.3.	 	Individual Rights of the Indenture Trustee	 	 	48	 
	 
	 	SECTION 6.4.	 	Funds Held in Trust	 	 	48	 






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	 	 	 	 	 	 	Page	 
	 
	 	SECTION 6.5.	 	Notice of Defaults	 	 	48	 
	 
	 	SECTION 6.6.	 	[Reserved]	 	 	48	 
	 
	 	SECTION 6.7.	 	Compensation and Indemnity	 	 	48	 
	 
	 	SECTION 6.8.	 	Resignation and Removal; Appointment of Successor	 	 	49	 
	 
	 	SECTION 6.9.	 	Successor Indenture Trustee by Merger	 	 	50	 
	 
	 	SECTION 6.10.	 	Appointment of Co-Trustee or Separate Trustee	 	 	50	 
	 
	 	SECTION 6.11.	 	Eligibility; Disqualification	 	 	52	 
	 
	 	SECTION 6.12.	 	Acceptance by Indenture Trustee	 	 	53	 
	 
	 	SECTION 6.13.	 	Preferential Collection of Claims Against the Issuer	 	 	53	 
	 
	 	SECTION 6.14.	 	Reports by Indenture Trustee to Noteholders	 	 	53	 
	 
	 	SECTION 6.15.	 	Representations and Warranties	 	 	53	 
	 
	 	SECTION 6.16.	 	The Paying Agent	 	 	54	 
	 
	 	SECTION 6.17.	 	Repayment of Amounts Held by Paying Agent	 	 	56	 
	 
	 	SECTION 6.18.	 	Provisions of Swap Agreement	 	 	56	 
	ARTICLE VII       Noteholders’ Lists and Reports	 	 	56	 
	 
	 	SECTION 7.1.	 	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	 	 	56	 
	 
	 	SECTION 7.2.	 	Preservation of Information; Communications to Noteholders	 	 	57	 
	 
	 	SECTION 7.3.	 	Reports by Issuer	 	 	57	 
	 
	 	SECTION 7.4.	 	De-Listing of Definitive Notes	 	 	57	 
	ARTICLE VIII       Accounts, Disbursements and Releases	 	 	58	 
	 
	 	SECTION 8.1.	 	Collection of Amounts Due	 	 	58	 
	 
	 	SECTION 8.2.	 	Trust Accounts	 	 	58	 
	 
	 	SECTION 8.3.	 	Priority of Payments	 	 	59	 
	 
	 	SECTION 8.4.	 	Reserve Account	 	 	62	 
	 
	 	SECTION 8.5.	 	Reports	 	 	63	 
	 
	 	SECTION 8.6.	 	General Provisions Regarding Accounts	 	 	64	 
	 
	 	SECTION 8.7.	 	Release of Collateral	 	 	65	 
	 
	 	SECTION 8.8.	 	Opinion of Counsel	 	 	65	 
	ARTICLE IX       Supplemental Indentures	 	 	66	 






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(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	SECTION 9.1.	 	Supplemental Indentures Without Consent of Noteholders and Swap Counterparty	 	 	66	 
	 
	 	SECTION 9.2.	 	Supplemental Indentures With Consent of Noteholders	 	 	66	 
	 
	 	SECTION 9.3.	 	Execution of Supplemental Indentures	 	 	68	 
	 
	 	SECTION 9.4.	 	Effect of Supplemental Indenture	 	 	68	 
	 
	 	SECTION 9.5.	 	Reference in Notes to Supplemental Indentures	 	 	68	 
	 
	 	SECTION 9.6.	 	Conformity with Trust Indenture Act	 	 	68	 
	ARTICLE X       Redemption of Notes	 	 	69	 
	 
	 	SECTION 10.1.	 	Redemption	 	 	69	 
	 
	 	SECTION 10.2.	 	Form of Redemption Notice	 	 	69	 
	 
	 	SECTION 10.3.	 	Notes Payable on Redemption Date	 	 	69	 
	ARTICLE XI       Miscellaneous	 	 	69	 
	 
	 	SECTION 11.1.	 	Compliance Certificates and Opinions, etc.	 	 	69	 
	 
	 	SECTION 11.2.	 	Form of Documents Delivered to Indenture Trustee	 	 	71	 
	 
	 	SECTION 11.3.	 	Acts of Noteholders	 	 	72	 
	 
	 	SECTION 11.4.	 	Notices, etc., to the Indenture Trustee, Issuer and Rating Agencies	 	 	73	 
	 
	 	SECTION 11.5.	 	Notices to Noteholders; Waiver	 	 	74	 
	 
	 	SECTION 11.6.	 	Alternate Payment and Notice Provisions	 	 	74	 
	 
	 	SECTION 11.7.	 	Successors and Assigns	 	 	74	 
	 
	 	SECTION 11.8.	 	Severability	 	 	75	 
	 
	 	SECTION 11.9.	 	Benefits of Indenture	 	 	75	 
	 
	 	SECTION 11.10.	 	Legal Holidays	 	 	75	 
	 
	 	SECTION 11.11.	 	Governing Law	 	 	75	 
	 
	 	SECTION 11.12.	 	Counterparts	 	 	76	 
	 
	 	SECTION 11.13.	 	Recording of Indenture	 	 	76	 
	 
	 	SECTION 11.14.	 	Trust Obligation	 	 	76	 
	 
	 	SECTION 11.15.	 	Communication by Noteholders with Other Noteholders	 	 	77	 
	 
	 	SECTION 11.16.	 	Inspection	 	 	77	 
	 
	 	SECTION 11.17.	 	Agents of Issuer	 	 	77	 
	 
	 	SECTION 11.18.	 	Survival of Representations and Warranties	 	 	78	 






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(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	SECTION 11.19.	 	Conflict with Trust Indenture Act	 	 	78	 
	 
	 	SECTION 11.20	 	Subordination	 	 	78	 






-v-









 






EXHIBITS




EXHIBIT A-1 Form of Class A Notes

EXHIBIT A-2 Form of Class B Notes

EXHIBIT A-3 Form of Class C Notes

EXHIBIT B            Form of Section 3.9 Officers’ Certificate

EXHIBIT C            Form of Noteholder’s Statement Pursuant to Section 8.5




SCHEDULE 1 Perfection Representations, Warranties and Covenants




-vi-









 





     INDENTURE, dated as of [___], between GE Equipment Midticket, LLC, Series [___], a
Delaware limited liability company (the “Issuer”), and [___], as trustee and not in its
individual capacity (the “Indenture Trustee”).



     The Issuer has duly authorized the issuance of $[___] in aggregate principal amount of its
Notes, consisting of $[___] aggregate principal amount of [___]% Class A Notes (the “Class A
Notes”), $[___]aggregate principal amount of One-Month LIBOR + [___]% Class B Notes (the “Class
B Notes”) and $[___]aggregate principal amount of One-Month LIBOR + [___]% Class C Notes (the
“Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Notes”), and to
provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. The
Notes shall be entitled to payments of interest and principal as set forth herein.



     All things necessary to make the Notes, when executed by the Issuer and authenticated and
delivered hereunder, the valid obligations of the Issuer, and to make this Indenture a valid
agreement of the Issuer, in accordance with its terms, have been done.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Notes by the holders thereof,
it is mutually covenanted and agreed, for the benefit of all Noteholders, as follows:



GRANTING CLAUSE




     The Issuer, as security for the Issuer’s obligations under the Notes and this Indenture,
hereby Grants to the Indenture Trustee at the Closing Date, for the benefit of the Noteholders and
the Swap Counterparty, a security interest in all of the Issuer’s right, title and interest in, to
and under the following, whether now existing or hereafter arising or acquired (collectively, the
“Collateral”):




     (a) the Loans, including the Loan Files, and all obligations of the Obligors
thereunder, including the right to payment of any interest accrued and to accrue from and
after [_], 20[_] or finance charges and other obligations of such Obligor with respect
thereto due or to become due on or after the Cutoff Date;




     (b) the Related Security and Collections with respect thereto;




     (c) all property now or hereafter in the possession or custody of, or in transit to,
the Issuer, the Servicer, any Sub-Servicer or the Sellers relating to any of the foregoing;




     (d) all Records with respect to any of the foregoing;




     (e) the Sale Agreement;




     (f) the Trust Accounts and all funds, Financial Assets, Investment Property or other
property on deposit from time to time in or credited to the Trust Accounts, including all
investments and Proceeds thereof and all income thereon;



 









 






     (g) the Purchase and Sale Agreement;




     (h) the Servicing Agreement;




     (i) all rights, title and interest of the Issuer in and to the Swap Agreement;




     (j) all General Intangibles relating to or arising out of any of the property described
in the foregoing clauses (a) through (i);




     (k) all present and future claims, demands, causes and choses in action in respect of
any or all of the property described in the foregoing clauses (a) through
(j) and all payments on or under in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash or other
liquid property, all cash proceeds, Accounts, Promissory Notes, drafts, acceptances, Chattel
Paper, checks, Deposit Accounts, insurance proceeds, condemnation awards, rights to payment
of any and every kind and other forms of obligations and receivables, instruments and other
property that at any time constitute all or part of or are included in the Proceeds of any
and all of the foregoing;




     (l) all Proceeds of the foregoing clauses (a) through (k); and




     (m) all other personal property of the Issuer, of whatever kind or nature and wherever
located.



     Such Grant is made in trust to secure (w) the payment of principal of and interest on, and any
other amounts owing in respect of, the Class A Notes, equally and ratably without prejudice,
priority or distinction, (x) the payment of principal of and interest on, and any other amounts
owing in respect of, the Class B Notes, equally and ratably without prejudice, priority or
distinction, (y) the payment of principal of and interest on, and any other amounts owing in
respect of, the Class C Notes, equally and ratably without prejudice, priority or distinction, and
(z) the obligations owed by the Issuer to the Swap Counterparty under the Swap Agreement, in each
case, in the priority and to the extent set forth herein and to secure compliance with this
Indenture.



     The Indenture Trustee, on behalf of the Noteholders and the Swap Counterparty, (1)
acknowledges such Grant, and (2) accepts the trusts under this Indenture in accordance with this
Indenture and agrees to perform its duties required in this Indenture to the best of its ability to
the end that the interests of the Noteholders and the Swap Counterparty may be adequately and
effectively protected.



ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




     SECTION 1.1. Definitions. Except as otherwise specified or as the context may
otherwise require, the following terms have the meanings set forth below for all purposes of this
Indenture.



     “Account” is defined in Section 9-102(a)(2) of the UCC.



2









 




     “Act” is defined in Section 11.3 of this Indenture.



     “Administration Agreement” means the Administration Agreement, dated as of [___] between the
Administrator and the Issuer.



     “Administration Fee” means the fee payable to the Administrator pursuant to Section 3 of the
Administration Agreement.



     “Administrator” means General Electric Capital Corporation in its capacity as administrator, a
Delaware corporation, or any successor Administrator under the Administration Agreement.



     “Affiliate” means, with respect to any Person, (a) each Person that, directly or indirectly,
owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent
(5%) or more of the stock having ordinary voting power in the election of directors of such Person,
(b) each Person that controls, is controlled by, or is under common control with such Person, or
(c) each of such Person’s officers, directors, joint venturers and partners. For the purposes of
this definition, “control” of a Person means the possession, directly or indirectly, of the power
to direct or cause the direction of its management or policies, whether through the ownership of
voting securities, by contract or otherwise.



     “Annual Percentage Rate” or “APR” of a Loan means, the interest rate or annual rate of finance
charges stated in, or if not explicitly stated, the implicit finance charges used by the finance
company to determine periodic payments with respect to the related Loan.



     “Authorized Officer” means, with respect to any corporation, trust or limited liability
company, as appropriate, the Chairman or Vice-Chairman of the Board, the President, any Vice
President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer, the
Managing Member, and each other officer, employee or member of such corporation, trust or limited
liability company, as appropriate, specifically or similar governing body of such limited liability
company or trust to sign agreements, instruments or other documents on behalf of such corporation
authorized in resolutions of the board of directors of such corporation or similar governing body
of such limited liability company or trust, as appropriate.



     “Available Amounts” means





     (i) All payments made by or on behalf of the Obligors (excluding any late fees,
prepayment charges, assumption fees, modifications and other administrative fees or
similar charges allowed by applicable law with respect to the Loans that constitute
part of the servicing fees) received during the related Collection Period;




     (ii) any Recoveries received during the related Collection Period;




     (iii) all Swap Payments Incoming and all Swap Termination Payments received
pursuant to the Swap Agreement with respect to such Payment Date;



3









 






     (iv) any proceeds from insurance policies covering the Equipment or related
Obligor received during the related Collection Period;




     (v) Liquidation Proceeds received with respect to the related Collection
Period;




     (vi) the Purchase Amount of each Loan that became a Purchased Loan during the
related Collection Period (to the extent deposited into the Collection Account);




     (vii) Investment Earnings for such Payment Date;




     (viii) Servicing Advances received during the related Collection Period; and




     (ix) payments made by a lessee pursuant to its obligation (if any) to pay the
Termination Value pursuant to the related Loan received during the related
Collection Period;


provided that Available Amounts shall not include all payments or proceeds (including
Liquidation Proceeds) of any Loans the Purchase Amount of which has been included in the Available
Amounts in a prior Collection Period; and provided further, that with respect to
the first Payment Date, Available Amounts will exclude payments and proceeds of interest on the
Loans from the Cut-off Date through [_], 20[_].




     “Available Reserve Account Amount” means, for any Payment Date, an amount equal to the amount
on deposit in the Reserve Account on such date (exclusive of Investment Earnings on such date and
after giving effect to any withdrawals therefrom on the related Transfer Date but before giving
effect to any deposit to the Reserve Account to be made on such date).



     “Bankruptcy Code” means the provisions of Title 11 of the United States Code, §§ 101 et
seq., as amended from time to time.



     “Benefit Plan” is defined in Section 2.4(a) of this Indenture.



     “Book-Entry Notes” means a beneficial interest in the Notes of a particular Class, ownership
and transfers of which shall be made through book entries by a Clearing Agency as described in
Section 2.9 of this Indenture.



     “Business Day” means any day that is not a Saturday, a Sunday or a day on which banks are
required or permitted to be closed in the State of New York or the State of Connecticut.



     “CEF Limited Liability Company Agreement” means the Second Amended and Restated Limited
Liability Company Agreement of CEF Equipment Holding, L.L.C., dated as of September 25, 2003, as
the same may be amended or supplemented from time to time.



     “Certificated Security” is defined in Section 8-102(a)(4) of the UCC.



4









 





     “Chattel Paper” is defined in Section 9-102(a)(11) of the UCC.



     “Class” means any class of Notes.



     “Class A Noteholder” means any holder of record of a Class A Note.



     “Class A Notes” means the $[___] aggregate principal amount of Notes, Class A, issued
pursuant to this Indenture.



     “Class A Interest Rate” means [___]% per annum, computed on the basis of the actual number
of days in the related Interest Accrual Period and a year of 360 days.



     “Class A Maturity Date” means [_], 20[_] (or, if such day is not a Business Day, the next
succeeding Business Day thereafter).



     “Class B Interest Rate” means LIBOR + [___]% per annum, computed on the basis of the actual
number of days in the related Interest Accrual Period and a year of 360 days.



     “Class B Maturity Date” means [_], 20[_] (or, if such day is not a Business Day, the next
succeeding Business Day thereafter).



     “Class B Noteholder” means any holder of record of a Class B Note.



     “Class B Notes” means the $[___]aggregate principal amount of Notes, Class B, issued
pursuant to the Indenture.



     “Class C Interest Rate” means LIBOR + [___]% per annum, computed on the basis of the actual
number of days in the related Interest Accrual Period and a year of 360 days.



     “Class C Maturity Date” means [_], 20[_] (or, if such day is not a Business Day, the next
succeeding Business Day thereafter).



     “Class C Noteholder” means any holder of record of a Class C Note.



     “Class C Notes” means the $[___]aggregate principal amount of Notes, Class C, issued
pursuant to this Indenture.



     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section
17A of the Securities Exchange Act that has been designated as the “Clearing Agency” for purposes
of this Indenture.



     “Clearing Agency Participant” means a broker, dealer, bank, other financial institution or
other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges
of securities deposited with the Clearing Agency.



     “Closing Date” means [___].



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury
Regulations promulgated thereunder.



5









 





     “Collateral” is defined in the Granting Clause of this Indenture.



     “Collection Account” means the account designated as such, established and owned by the Issuer
and maintained in accordance with Section 8.2 of this Indenture.



     “Collection Period” means, with respect to any Payment Date, the calendar month preceding the
month in which the Payment Date occurs (or, if for the first Payment Date, the period from and
including the day after the Cutoff Date to and including the last day of the calendar month
preceding the calendar month in which the first Payment Date occurs).



     “Collections” means, with respect to any Payment Date all payments made by or on behalf of the
Obligors received during the related Collection Period, any Recoveries received during the related
Collection Period, any proceeds from insurance policies covering the Equipment or related Obligor
received during the related Collection Period, Liquidation Proceeds received during the related
Collection Period, and payments made by a lessee pursuant to its obligation (if any) to pay the
Termination Value pursuant to the related Loan received during the related Collection Period;
provided that “Collections” for the first Collection Period shall exclude interest accrued
before [_], 20[_].



     “Commission” means the Securities and Exchange Commission.



     “Corporate Trust Office” means, with respect to the Indenture Trustee, the principal office of
the Indenture Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of this Indenture is located at [___]; or at such other
address as the Indenture Trustee may designate from time to time by notice to the Noteholders and
the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address
of which the successor Indenture Trustee will notify the Noteholders and the Sellers).



     “Credit and Collection Policies” or “Credit and Collection Policy” means the policies,
practices and procedures adopted by the Issuer for providing equipment loans secured by
transportation equipment, industrial equipment, furniture and fixtures, construction equipment,
maritime assets, technology and telecommunications equipment or other equipment (including medical
and dental equipment and IT equipment), including the policies and procedures for determining the
creditworthiness of Obligors and the extension of credit to Obligors, or relating to the
maintenance of such types of loans and collections on such types of loans.



     “Custody and Control Agreement” means an agreement that provides the Indenture Trustee with a
perfected security interest with respect to the collateral described therein.



     “Cut-off Date” means, with respect to Loans secured by medical and dental Equipment, [_],
20[_], and with respect to all other Loans[_], 20[_].



     “Default” means any occurrence that is, or with notice or the lapse of time or both would
become, an Event of Default.



     “Defaulted Loan” means a Loan with respect to which (i) the Servicer on behalf of the Issuer
has repossessed the Equipment securing such Loan and which is not a Liquidated Loan or



6









 







(ii) any
portion of the Loan Value is deemed uncollectible in accordance with the Credit and Collection
Policy.



     “Definitive Notes” is defined in Section 2.9 of this Indenture.



     “Delinquent Loan” is defined in Annex A to the Servicing Agreement.



     “Deposit Account” is defined in Section 9-102(a)(29) of the UCC.



     “Determination Date” means, with respect to any Transfer Date, the second Business Day prior
to such Transfer Date.



     “Eligible Deposit Account” means: (a) a segregated deposit account maintained with a
depository institution or trust company whose short-term unsecured debt obligations are rated at
least A-1+ by S&P and P-1 by Moody’s, (b) a segregated account which is either (i) maintained in
the corporate trust department of the Indenture Trustee or (ii) maintained with a depository
institution or trust company whose long term unsecured debt obligations are rated at least BBB- by
S&P and Baa3 by Moody’s, or (c) a segregated trust account or similar account maintained with a
federally or state chartered depository institution whose long term unsecured debt obligations are
rated at least BBB- by S&P and Baa3 by Moody’s subject to regulations regarding fiduciary funds on
deposit substantially similar to 12 C.F.R. § 9.10(b) in effect on the Closing Date.



     “Equipment” means any transportation equipment, industrial equipment, furniture and fixtures,
construction equipment, maritime assets, technology and telecommunications equipment or other
equipment (including medical and dental equipment and IT equipment), together with all accessions
thereto securing an Obligor’s indebtedness under the respective Loan.



     “Equipment Loan” means middle market equipment loans that consist of loans and finance leases
secured by new or used transportation equipment, industrial equipment, furniture and fixtures,
construction equipment, maritime assets, technology and telecommunications equipment or other
equipment (including medical and dental equipment and IT equipment) made to obligors in the United
States of America and managed by the Commercial Equipment Financing and Healthcare Financial
Services divisions of GE Capital.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     “Event of Default” is defined in Section 5.1 of this Indenture.



     “Excess Spread Amount” means, with respect to any Payment Date, the portion, if any, of
Available Amounts for such Payment Date remaining after giving effect to the payments made pursuant
to clauses (i) through (vii) under Section 8.3(a) of the Indenture with
respect to any Payment Date prior to an Event of Default.



     “Executive Officer” means, with respect to any corporation, the Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice



7









 







President, the Secretary or the Treasurer of such corporation; and with respect to any partnership,
any general partner thereof.



     “Federal Book-Entry Regulations” means (a) the Federal regulations listed on Appendix A to
Operating Circular No. 7 issued by the Federal Reserve Banks and (b) the Federal regulations
published at 25 C.F.R. Part 350.



     “Final Maturity Date” means the Payment Date in May 2016.



     “Financial Asset” has the meaning assigned thereto in Section 8-102 of Article 8 of the UCC.



     “Fitch” means Fitch, Inc. and its successors and assigns.



     “Floating Rate Notes” means the Class B Notes and the Class C Notes.



     “GE Capital” means General Electric Capital Corporation, a Delaware corporation.



     “GECS” means General Electric Capital Services, Inc. or any successors or assigns thereto.



     “GECT” means General Electric Credit Corporation of Tennessee, a Tennessee corporation.



     “General Intangibles” is defined in Section 9-102(a)(42) of the UCC.



     “Grant” means to create and grant a Lien pursuant to this Indenture, and other forms of the
verb “to Grant” shall have correlative meanings. A Grant with respect to the Collateral or any
other agreement or instrument shall include a grant of a Lien upon all rights, powers and options
(but none of the obligations) of the Granting party thereunder, including the right, upon the
occurrence of a Default and declaration thereof by the party to whom such Grant is made, to claim
for, collect, receive and give receipt for principal and interest payments in respect of the
Collateral and all other amounts payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise and generally to do and receive anything
that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.



     “Indenture” means this Indenture, dated as of [___], between the Issuer and the Indenture
Trustee, as the same may be amended and supplemented from time to time.



     “Indenture Trustee” means [___], not in its individual capacity but solely as Indenture
Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.



     “Independent” means, with respect to any specified Person, any such Person who (i) is in fact
independent of any Seller, the Servicer, the Issuer, or any Affiliate of any thereof, (ii) does not
have any direct financial interest, or any material indirect financial interest in any Seller, the
Servicer, the Issuer, or any Affiliate of any thereof and (iii) is not connected with any Seller,
the



8









 







Servicer, the Issuer, or any Affiliate of any thereof, as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of any Seller, the Servicer, the
Issuer, or any Affiliate of any thereof merely because such Person is the beneficial owner of 1% or
less of any class of securities issued by the Issuer, the Servicer, or any Affiliate thereof, as
the case may be.



     “Independent Certificate” means a certificate or opinion to be delivered to the Indenture
Trustee under the circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.1 of this Indenture, made by an Independent appraiser or other
expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of
reasonable care, and such opinion or certificate shall state that the signer has read the
definition of “Independent” in this Indenture and that the signer is Independent within the meaning
thereof.



     “Insolvency Event” means, with respect to a specified Person: (a) the entry by a court having
jurisdiction in the premises of (i) a decree or order for relief in respect of such Person in an
involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law or (ii) a decree or order adjudging such Person a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment, or composition of or in respect of such Person under any applicable Federal or State
law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other
similar official of such Person or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60 consecutive days; or (b) the
commencement by such Person of a voluntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to
be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for
relief in respect of such Person in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or state law, or the
consent by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of such
Person or of any substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or such Person’s failure to pay its debts generally as they become due, or
the taking of corporate action by such Person in furtherance of any such action.



     “Instruments” has the meaning assigned thereto in Section 9-102 of Article 9 of the UCC.



     “Interest Accrual Period” means, with respect to any Payment Date (the “current Payment Date”)
and any Class of Notes, the period from and including the preceding Payment Date (or, in the case
of the initial Payment Date from and including the Closing Date) to but excluding the current
Payment Date.



     “Interest Rate” means (i) as to the Class A Notes, the Class A Interest Rate, (ii) as to the
Class B Notes, the Class B Interest Rate, and (iii) as to the Class C Notes, the Class C Interest
Rate.



9









 





     “Investment Company Act” means the provisions of the Investment Company Act of 1940, 15 U.S.C
§§ 80a et seq., as amended from time to time, and any regulations promulgated thereunder.



     “Investment Earnings” means, with respect to any Payment Date, the interest and other
investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust
Accounts to be included as part of Available Amounts pursuant to Section 8.6(a).



     “Investment Property” is defined in Section 9-102(a)(49) of the UCC.



     “Issuer” means GE Equipment Midticket, LLC, Series [___], a Delaware limited liability
company, until a successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained in this Indenture and required by the TIA, each other obligor on the Notes.



     “Issuer Limited Liability Company Agreement” means the Limited Liability Company Agreement of
the Issuer, dated as of [___], as the same may be amended or supplemented from time to time.



     “Issuer Order” and “Issuer Request” means a written order or request, respectively, signed in
the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture
Trustee.



     “LIBOR” is defined in Section 2.16 of this Indenture.



     “LIBOR Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the city of London, England are required to or authorized by law to
be closed.



     “LIBOR Rate Adjustment Date” is defined in Section 2.16 of this Indenture.



     “Lien” means a security interest (as such term is defined in Section 1-201 of Article 1 of the
UCC), lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’
liens and any liens that attach to the related Loan by operation of law as a result of any act or
omission by the related Obligor.



     “Liquidated Loan” means any Loan (i) liquidated through the sale or other disposition of all
or a portion of the related Equipment, (ii) that has been charged off in its entirety in accordance
with the Credit and Collection Policy without realizing upon the Equipment or (iii) the due date of
any Scheduled Payment of which has been extended, at any time after the Cut-off Date, for an
aggregate period of 12 or more calendar months.



     “Liquidation Proceeds” means, with respect to any Liquidated Loan, the amounts collected in
respect thereof from whatever source (including the proceeds of insurance policies with respect to
the related Equipment or Obligor) during the Collection Period in which it became a Liquidated
Loan, net of the sum of any amounts expended in connection with such liquidation and any amounts
required by law to be remitted to the Obligor on such Liquidated Loan or any creditor of such
Obligor to the extent required by applicable law or agreement.



10









 





     “Loan” means any agreement (including any invoice) pursuant to, or under which, an Obligor
shall be obligated to make payments with respect to any Equipment Loan owned by the Issuer.



     “Loan Files” means the documents specified in Section 2.1 of the Sale Agreement.



     “Loan Value” is defined in the Purchase and Sale Agreement.



     “Managing Member” means CEF Equipment Holding, L.L.C., a Delaware limited liability company,
or any successor Managing Member under the Issuer Limited Liability Company Agreement.



     “Maturity Date” means (i) as to the Class A Notes, the Class A Maturity Date, (ii) as to the
Class B Notes, the Class B Maturity Date, and (iii) as to the Class C Notes, the Class C Maturity
Date.



     “Monthly Interest Amount Payable” means, with respect to any Payment Date (the “current
Payment Date”) and any Class of Notes, an amount equal to the sum of (a) the aggregate amount of
interest accrued on that Class of Notes at the applicable Interest Rate from and including the
preceding Payment Date (or, in the case of the initial Payment Date from and including the Closing
Date) to but excluding the current Payment Date plus (b) the Monthly Interest Shortfall for that
Class of Notes and the current Payment Date.



     “Monthly Interest Shortfall” means, with respect to any Payment Date (the “current Payment
Date”) and any Class of Notes, the excess of the Monthly Interest Amount Payable for the preceding
Payment Date over the amount in respect of interest on that Class of Notes that was actually paid
to the Noteholder for that Class of Notes on such preceding Payment Date, plus interest on such
excess, to the extent permitted by law, at a rate per annum equal to the Interest Rate on that
Class of Notes, from such preceding Payment Date to but excluding the current Payment Date.



     “Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.



     “Note Balance” means the aggregate Outstanding Principal Balance of the Notes from time to
time.



     “Note Depository Agreement” means the agreement among the Issuer, the Indenture Trustee and
The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date.



     “Note Distribution Account” means the account designated as such, established and owned by the
Issuer and maintained in accordance with Section 8.2(a) of this Indenture.



     “Note Owner” means, with respect to a Book-Entry Note, the Person who is the owner of such
Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with the Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of the Clearing Agency).



11









 





     “Note Pool Factor” means, as of the close of business on any Payment Date with respect to any
Class of Notes, the Outstanding Principal Balance of that Class of Notes divided by the original
Outstanding Principal Balance of that Class of Notes (carried out to the seventh decimal place).
The Note Pool Factor for each Class will be 1.0000000 as of the Closing Date, and, thereafter, will
decline to reflect reductions in the Outstanding Principal Balance of the Notes.



     “Note Register” and “Note Registrar” have the respective meanings specified in Section
2.4 of this Indenture.



     “Noteholder” means the person in whose name a Class A, Class B or Class C Note is registered
on the Note Register.



     “Notes” means the Class A Notes, the Class B Notes and the Class C Notes.



     “Obligor” means, as to each Loan, any Person who owes payments under the Loan.



     “Officers’ Certificate” means, as to any Person, a certificate signed by an Authorized Officer
of such Person.



     “Opinion of Counsel” means a written opinion of counsel (who may, except as otherwise
expressly provided in this Indenture, be an employee of or counsel to the Issuer or an Affiliate of
the Issuer), which counsel and opinion shall be acceptable to the Indenture Trustee, or the Rating
Agencies, as applicable.



     “Other Assets” is defined in Section 11.20 of this Indenture.



     “Outstanding” means, as of the date of determination, all Notes theretofore authenticated and
delivered under this Indenture except:




     (i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar
for cancellation;




     (ii) Notes or portions thereof the payment for which funds in the necessary amount have
been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the
Noteholders (provided, however, that if such Notes are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture); and




     (iii) Notes in exchange for or in lieu of other Notes that have been authenticated and
delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is
presented that any such Notes are held by a bona fide purchaser; provided, that in
determining whether the Noteholders of the requisite Outstanding Principal Balance of the
Notes have given any request, demand, authorization, direction, notice, consent or waiver
hereunder or under any Related Document, Notes owned by the Issuer or any Affiliate thereof
shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Indenture Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer
of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notes so
owned that have been pledged in good faith may be regarded as




12









 







Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not
the Issuer or any Affiliate thereof.



     “Outstanding Principal Balance” means the aggregate principal amount of all Notes, or Class of
Notes, as applicable, Outstanding at the date of determination.



     “Overcollateralization Amount” means, with respect to any Payment Date, the excess, if any, of
(i) the Pool Balance at the beginning of the related Collection Period over (ii) the aggregate
Outstanding Principal Balance of the Class A Notes, Class B Notes and Class C Notes before giving
effect to any principal payments made on the Notes on such Payment Date.



     “Paying Agent” means with respect to the Notes, initially the Indenture Trustee or any other
Person that meets the eligibility standards for the Indenture Trustee specified in Section
6.11 of this Indenture and is authorized by the Issuer to make the distributions from the Note
Distribution Account, including payment of principal of or interest on the Notes on behalf of the
Issuer.



     “Payment Date” means, with respect to each Collection Period, the [_]th day of the
calendar month following the end of that Collection Period, or, if such day is not a Business Day,
the next Business Day, commencing on [_], 20[_].



     “Permitted Investments” means one or more of the following:




     (a) obligations of, or guaranteed as to the full and timely payment of principal and
interest by, the United States or obligations of any agency or instrumentality thereof, when
such obligations are backed by the full faith and credit of the United States;




     (b) repurchase agreements on obligations specified in clause (a); provided,
that the short-term debt obligations of the party agreeing to repurchase are rated at least
A-1+ by S&P and P-1 by Moody’s;




     (c) federal funds, certificates of deposit, time deposits and bankers’ acceptances
(which shall each have an original maturity of not more than 90 days or, in the case of
bankers’ acceptances, shall in no event have an original maturity of more than 365 days) of
any United States depository institution or trust company incorporated under the laws of the
United States or any State thereof or of any United States branch or agency of a foreign
commercial bank; provided that the short-term debt obligations of such depository
institution or trust company are rated at least A-1+ by S&P and P-1 by Moody’s;




     (d) commercial paper (having original maturities of not more than 30 days) which on the
date of acquisition are rated at least A-1+ by S&P and P-1 by Moody’s;




     (e) securities of money market funds rated at least A-1+ by S&P and P-1 by Moody’s; and



13









 






     (f) any other investment permitted by each of the Rating Agencies as set forth in
writing delivered to the Indenture Trustee; provided, that investments described in
clauses (e) and (f) shall be made only so long as making such investments
will not require the Issuer to register as an investment company under the Investment
Company Act of 1940, as amended.



     “Person” means any individual, sole proprietorship, partnership, joint venture, unincorporated
organization, trust, association, corporation (including a business trust), limited liability
company, institution, public benefit corporation, joint stock company, or government or any agency
or political subdivision thereof, or any other entity of whatever nature.



     “Pool Balance” means, with respect to the beginning of any calendar month, the sum of the
aggregate Loan Values of the Loans at the opening of business on the first day of such calendar
month.



     “Precomputed Loan” means any Loan under which the portion of a payment allocable to earned
interest (which may be referred to in the related Loan as an add-on finance charge) and the portion
allocable to principal are determined according to the sum of periodic balances, the sum of monthly
payments or any equivalent method or are monthly actuarial loans.



     “Predecessor Note” means, with respect to any particular Note, every previous Note evidencing
all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose
of this definition, any Note authenticated and delivered under Section 2.5 of this
Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the
same debt as the mutilated, lost, destroyed or stolen Note.



     “Proceeding” means any suit in equity, action at law or other judicial or administrative
proceeding.



     “Promissory Note” is defined in Section 9-102(a)(65) of the UCC.



     “Purchase Amount” means, as of the close of business on the last day of a Collection Period,
an amount equal to the Loan Value of the applicable Loan, as of the first day of the immediately
following Collection Period (or, with respect to any applicable Loan that is a Liquidated Loan or
Defaulted Loan, as of the day immediately prior to such Loan becoming a Liquidated Loan or
Defaulted Loan less any Liquidation Proceeds actually received by the Issuer) plus interest accrued
and unpaid thereon as of such last day at a rate per annum equal to the APR for such Loan.



     “Purchase and Sale Agreement” means the Purchase and Sale Agreement, dated as of [                    ],
between the Purchaser and the Issuer, as the same may be amended or supplemented from time to time.



     “Purchased Loan” means a Loan repurchased as of the close of business on the last day of a
Collection Period by a Seller pursuant to the Sale Agreement and repurchased as of such time by CEF
Equipment Holding, L.L.C. pursuant to the Purchase and Sale Agreement.



14









 





     “Purchaser” means CEF Equipment Holding, L.L.C., a Delaware limited liability company, in its
capacity as the purchaser, and its successors and assigns.



     “Rating Agency” means each of Fitch, Moody’s and S&P. If any of such organizations or its
successor is no longer in existence, the Issuer shall designate a nationally recognized statistical
rating organization or other comparable Person as a substitute Rating Agency, notice of which
designation shall be given to the Indenture Trustee and the Servicer.



     “Rating Agency Condition” means, with respect to any action, that (i) each Rating Agency
(other than Moody’s) shall have been given prior notice thereof and that each of the Rating
Agencies (other than Moody’s) shall have notified the Issuer and the Indenture Trustee in writing
that such action will not result in a reduction or withdrawal of the then current rating of any
Class of the Notes and (ii) Moody’s shall have been given at least 10 Business Days’ prior notice
thereof and shall have not notified the Issuer and the Indenture Trustee that such action will
result in a reduction or withdrawal of the then current rating of any Class of the Notes.



     “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification
and interpretation as have been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by
the staff of the Commission, or as may be provided by the Commission or its staff from time to
time.



     “Record Date” means, with respect to a Payment Date or Redemption Date, the close of business
on the Business Day preceding such Payment Date or Redemption Date, or, if Definitive Notes are
issued, the close of business on the last day of the calendar month preceding the month of such
Payment Date, whether or not such day is a Business Day, or if Definitive Notes were not
outstanding on such date, the date of issuance of the Definitive Notes.



     “Records” means all documents, books, records and other information (including computer
programs, tapes, disks, data processing software and related property and rights) prepared and
maintained by the Issuer with respect to the Loans and the Obligors thereunder.



     “Recoveries” means, with respect to any Liquidated Loan, monies collected in respect thereof,
from whatever source (other than from the sale or other disposition of the Equipment), after such
Loan became a Liquidated Loan.



     “Redemption Date” means the Payment Date specified by the Issuer pursuant to Section
10.1 of this Indenture, as applicable.



     “Redemption Price” means the unpaid principal amount of the Notes redeemed, plus accrued and
unpaid interest thereon at the applicable interest rate to but excluding the Redemption Date.



     “Related Documents” means the Sale Agreement, the Purchase and Sale Agreement, the Servicing
Agreement, the Indenture, the Issuer Limited Liability Company Agreement, the CEF Limited Liability
Company Agreement, the Administration Agreement, the Note Depository
Agreement, the Swap Agreement and all other agreements, instruments, and documents and



15









 







including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all
other written matter whether heretofore, now or hereafter executed by or on behalf of any Person,
or any employee of any Person, and delivered in connection with any of the foregoing. Any
reference in the foregoing documents to a Related Document shall include all Annexes, Exhibits and
Schedules thereto, and all amendments, restatements, supplements or other modifications thereto,
and shall refer to such Related Document as the same may be in effect at any and all times such
reference becomes operative.



     “Related Security” means with respect to any Loan: (a) any interest (including security
interests), if any, in the related Equipment; (b) all guarantees, insurance or other agreements or
arrangements of any kind from time to time supporting or securing payment of such Loan (including
rights (if any) to receive proceeds on insurance policies covering the Obligors); and (c) all
Records relating to such Loan.



     “Reporting Servicer” means the Indenture Trustee, if applicable or a Servicing Function
Participant, as the case may be.



     “Required Reserve Account Amount” means 2.05% of the initial aggregate Loan Value.



     “Reserve Account” means the account designated as such, established and owned by the Issuer
and maintained in accordance with Section 8.2.



     “Reserve Account Deficiency” means the excess, if any, of the Required Reserve Account Amount
over the Available Reserve Account Amount.



     “Responsible Officer” means, with respect to the Indenture Trustee, any officer within the
Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice
President, Secretary or Assistant Secretary, or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the above designated officers
and also, with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
or any successor thereto.



     “Sale Agreement” means the Sale Agreement, dated as of [                    ], among GE Capital, GECT and
Purchaser, as the same may be amended or supplemented from time to time.



     “Scheduled Payment” on a Loan means that portion of the payment required to be made by the
Obligor during any Collection Period sufficient to amortize the loan balance under (x) in the case
of a Precomputed Loan, the actuarial method or (y) in the case of a Simple Interest Loan, the
simple interest method, in each case, over the term of the Loan and to provide interest at the APR;
provided that Termination Values shall also constitute Scheduled Payments.



     “Securities Act” means the Securities Act of 1933 15 U.S.C. 77a et seq., as
amended, and any regulations promulgated thereunder.



16









 





     “Securities Account” has the meaning assigned thereto in Section 8-501(a) of Article 8 of the
UCC.



     “Securities Exchange Act” means the provisions of the Securities Exchange Act of 1934 15
U.S.C. Sections 78a et seq., as amended, and any regulations promulgated
thereunder.



     “Securities Intermediary” is defined in Section 8-102 of Article 8 of the UCC.



     “Seller” means each of GE Capital or GECT, in its capacity as the seller, its successors and
assigns.



     “Servicer” means GE Capital, as the Servicer under the Servicing Agreement, as the case may
be, or any other Person designated as a Successor Servicer under such agreement.



     “Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation
AB, as such may be amended from time to time.



     “Servicer Default” means an event specified in Section 5.1 of the Servicing Agreement.



     “Servicing Advance” is defined in Annex A to the Servicing Agreement.



     “Servicing Agreement” means the Servicing Agreement, dated as of [                    ], between the Issuer
and the Servicer, as the same may be amended or supplemented from time to time.



     “Servicing Fee” is defined in Annex A to the Servicing Agreement.



     “Servicing Function Participant” means any Person, other than the Servicer, that is performing
activities that address the Servicing Criteria, unless such Person’s activities relate only to 5%
or less of the Loans.



     “Simple Interest Loan” means any Loan under which the portion of a payment allocable to
interest and the portion allocable to principal is determined by allocating a fixed level payment
between principal and interest, such that such payment is allocated first to the accrued and unpaid
interest at the Annual Percentage Rate for such Loan on the unpaid principal balance and the
remainder of such payment is allocable to principal.



     “State” means any one of the 50 states of the United States of America or the District of
Columbia.



     “Successor Servicer” is defined in Section 6.2 of the Servicing Agreement.



     “Swap Agreement” means the 2002 ISDA Master Agreement dated as of [                    ], including all
schedules and confirmations thereto between the Issuer and GECS, in its capacity as Swap
Counterparty, as the same may be amended, supplemented, renewed, extended or replaced from time to
time.



     “Swap Counterparty” means GECS, solely in its capacity as a swap counterparty, and any
successors or assigns thereto.



17









 





     “Swap Event of Default” means a “Swap Event of Default” or similar term as provided in the
Swap Agreement.



     “Swap Payments Incoming” means on any Payment Date the net amount, if any, then payable by the
Swap Counterparty to the Issuer, excluding any Swap Termination Payments.



     “Swap Payments Outgoing” means on any Payment Date the net amount, if any, then payable by the
Issuer to the Swap Counterparty, excluding any applicable Swap Termination Payments.



     “Swap Termination Event” means a “Swap Termination Event” or similar term as provided in the
Swap Agreement.



     “Swap Termination Payment” means any termination payment payable by the Issuer to the Swap
Counterparty or by the Swap Counterparty to the Issuer under the Swap Agreement.



     “Termination Value” means the “Termination Value” (if any) payable by a lessee pursuant to the
applicable Loan.



     “TIA” or the “Trust Indenture Act” means the Trust Indenture Act of 1939, as in force on the
date of this Indenture unless otherwise specifically provided.



     “Transfer Date” means the Business Day preceding the twentieth day of each calendar month.



     “Treasury Regulations” means regulations, including proposed or temporary regulations,
promulgated under the Code. References to specific provisions of proposed or temporary regulations
shall include analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.



     “Trust Account Property” means the Trust Accounts, all amounts, Financial Assets, Investment
Property and other investments or other property held from time to time in or credited to any Trust
Account and all Proceeds of the foregoing.



     “Trust Accounts” has the meaning assigned thereto in Section 8.2(a) of this Indenture.



     “UCC” means, unless the context otherwise requires, the Uniform Commercial Code as in effect
in the relevant jurisdiction, as amended from time to time.



     SECTION 1.2. Other Interpretive Matters. All terms defined directly or by
incorporation in this Indenture shall have the defined meanings when used in any document delivered
pursuant thereto unless otherwise defined therein. For purposes of this Indenture, unless the
context otherwise requires: (a) accounting terms not otherwise defined herein and accounting terms
partly defined herein to the extent not defined, shall have the respective meanings given to them
under generally accepted accounting principles; and unless otherwise provided, references
to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance
with the fiscal calendar of GECS; (b) unless defined in this Indenture or the context otherwise
requires, capitalized terms used in this Indenture which are defined in



18









 







the UCC shall have the
meaning given such term in the UCC; (c) references to any amount as on deposit or outstanding
on any particular date means such amount at the close of business on such day; (d) the words
“hereof,” “herein” and “hereunder” and words of similar import refer to this Indenture as a whole
and not to any particular provision of this Indenture; (e) references to any Section, Schedule or
Exhibit are references to Sections, Schedules and Exhibits in or to this Indenture, and references
to any paragraph, subsection, clause or other subdivision within any Section or definition refer to
such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term
“including” means “including without limitation”; (g) references to any law or regulation refer to
that law or regulation as amended from time to time and include any successor law or regulation;
(h) references to any agreement refer to that agreement as from time to time amended, restated or
supplemented or as the terms of such agreement are waived or modified in accordance with its terms;
(i) references to any Person include that Person’s successors and assigns; and (j) headings are for
purposes of reference only and shall not otherwise affect the meaning or interpretation of any
provision hereof.



     SECTION 1.3. Incorporation by Reference of TIA. Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a part of this
Indenture. The following terms, where used in the TIA, shall have the following meanings for the
purposes hereof:



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Indenture Trustee.



     “obligor” on the indenture securities means the Issuer.



     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule have the meaning assigned to them by
such definitions.



ARTICLE II

THE NOTES




     SECTION 2.1. Form. The Notes shall consist of $[                    ] principal amount of Class A
Notes, $[                    ] principal amount of Class B Notes, and $[                    ] principal amount of Class C Notes
and the forms thereof and the Indenture Trustee’s certificate of authentication, shall be in
substantially the forms set forth in Exhibits A-1, A-2 and A-3
respectively, with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon, as may, consistently herewith, be
determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note.



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     The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by
any combination of these methods (with or without steel engraved borders), all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.



     Each Note shall be dated the date of its authentication. The terms of the Notes set forth in
Exhibits A-1, A-2 and A-3 are part of the terms of this Indenture.



     The aggregate principal amount of Notes which may be authenticated and delivered under this
Indenture is limited to $[                    ] of Notes, except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to
Sections 2.4, 2.5 or 9.5. The Notes shall be issuable only in registered
form and only in minimum denominations of at least $1,000; provided that the foregoing
shall not restrict or prevent the transfer in accordance with Section 2.4 of any Note
having an Outstanding Principal Balance of other than an integral multiple of $1,000, or the
issuance of a single Note of each Class, with a denomination less than $1,000.



     SECTION 2.2. Execution, Authentication and Delivery. (a) The Notes shall be executed
on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized
Officer on the Notes may be manual or facsimile.



     (b) Notes bearing the manual or facsimile signature of individuals who were at the time of
signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Notes or did not hold such offices at the date of such Notes.



     (c) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Note a certificate of authentication substantially in
the form provided for herein executed by the Indenture Trustee by the manual signature of one of
its authorized signatories, and such certificate of authentication shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered hereunder.



     (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture
Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the
authentication and delivery of such Notes and thereupon the same shall be authenticated and
delivered by the Indenture Trustee in accordance with such Issuer Request.



     SECTION 2.3. Temporary Notes. Pending the preparation of Definitive Notes, the
Issuer may execute, and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate
and deliver, temporary Notes of the tenor of the Definitive Notes in lieu of which they are issued
and with such variations not inconsistent with this Indenture as the officers executing such Notes
may determine, as evidenced by their execution of such Notes.



     If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of
the Issuer to be maintained as provided in Section 3.2, without charge to the
Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer



20









 







shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like
principal amount of Definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under this Indenture as if
they were Definitive Notes.



     SECTION 2.4. Registration; Registration of Transfer and Exchange. (a) The Issuer
shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the
registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee as the
initial “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein
provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, if it is unable to make such an appointment, assume the duties of the Note Registrar.



     If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar,
the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the location, of the Note Register, and the
Indenture Trustee shall have the right to inspect the Note Register at all reasonable times, to
obtain copies thereof and to rely upon a certificate executed on behalf of the Note Registrar by an
Executive Officer thereof as to the names and addresses of the Noteholders and the principal
amounts and number of such Notes.



     The Indenture Trustee shall not register the transfer of any Note (other than the transfer of
a Note to the nominee of the Clearing Agency) unless the transferee has executed and delivered to
the Indenture Trustee a certification to the effect that either (i) the transferee is not (a) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA or
(b) a plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the
Code (each of the foregoing, a “Benefit Plan”), and is not acting on behalf of or investing the
plan assets of a Benefit Plan, or (ii) the transferee’s acquisition and continued holding of the
Note will not give rise to a nonexempt prohibited transaction under ERISA, Section 4975 of the Code
or any substantially similar applicable law. Each transferee of a Book-Entry Note shall be deemed
to make one of the foregoing representations.



     (b) Subject to Section 2.4(a), upon surrender for registration of transfer of any Note
at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(a)(1) of the UCC are met, the Issuer shall execute, the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name
of the designated transferee or transferees, one or more new Notes in any authorized denominations
of a like aggregate principal amount. At the option of the Noteholder, Notes may be exchanged for
other new Notes of the same Class in any authorized denominations of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes
are so surrendered for exchange, if the requirements of Section 8-401(a)(1) of the UCC are met, the
Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from
the Indenture Trustee, the Notes that the Noteholder making the exchange is entitled to receive.
The Indenture Trustee shall make a notation on any such new Note of the amount of principal, if
any, that has been paid on such Note.



21









 





     (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid
obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this
Indenture as the Notes surrendered upon such registration of transfer or exchange.



     (d) Every Note presented or surrendered for registration of transfer or exchange shall (if so
required by the Issuer or the Indenture Trustee) be duly endorsed by, or be accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the Indenture Trustee duly
executed by, the Noteholder thereof or such Noteholder’s attorney duly authorized in writing, with
such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the
Note Registrar, which requirements include membership or participation in the Securities Transfer
Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act.



     (e) No service charge shall be made to a Noteholder for any registration of transfer or
exchange of Notes, but the Issuer or the Indenture Trustee will require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3
or 9.5.



     SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. (a) If: (i) any mutilated
Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by the Indenture Trustee and the
Issuer to hold the Indenture Trustee and the Issuer, respectively, harmless, then, in the absence
of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of the same Class and principal amount and bearing a number not contemporaneously
outstanding; provided, however, that if any such destroyed, lost or stolen Note,
but not a mutilated Note, shall have become, or within seven days shall be, due and payable, or
shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay
such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without
surrender thereof. If, after the delivery of such replacement Note (or payment of a destroyed,
lost or stolen Note pursuant to the proviso to the preceding sentence), a bona fide purchaser of
the original Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement
Note (or such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered (or payment made) or
any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.



     (b) Upon the issuance of any replacement Note under this Section, the Issuer or the Indenture
Trustee may require the payment by such Noteholder of a sum sufficient to cover any



22









 







tax or other governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.



     (c) Every replacement Note issued pursuant to this Section in replacement of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional contractual obligation of
the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.



     (d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Notes.



     SECTION 2.6. Persons Deemed Owner. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of
determination) as the owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.



     SECTION 2.7. Payment of Principal and Interest; Defaulted Interest. (a) Any
installment of interest or principal, if any, payable on any Note that is punctually paid or duly
provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed
first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such
Record Date. However, unless Definitive Notes have been issued, with respect to Notes registered
on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment will be made by wire transfer in immediately available funds to the account
designated by such nominee. Notwithstanding the above, the final installment of principal payable
with respect to such Note (and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.1) shall be payable as provided in clause (b)(ii). The
funds represented by any such checks returned undelivered shall be held in accordance with
Section 6.16.



     (b) (i) The principal of each Note shall be payable in installments on each Payment Date as
provided in Section 8.3.




     (ii) Notwithstanding the foregoing, the entire Outstanding Principal Balance
shall be due and payable on: (A) the date on which an Event of Default shall have
occurred and be continuing if the Indenture Trustee or the Noteholders representing
not less than a majority of the Outstanding Principal Balance of the Notes have
declared the Notes to be immediately due and payable in the manner provided in
Section 5.2, and (B) if any Notes remain Outstanding, the Maturity Date.



23









 






     (iii) Except as otherwise provided in Section 5.2, no part of the
principal of any Note shall be paid prior to the Payment Date on which such
principal is due in accordance with the preceding provisions of this
Section, except that the Issuer may redeem the Notes in their entirety in
accordance with Section 10.1.




     (iv) The Indenture Trustee shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the Payment Date on
which the Issuer expects that the final installment of principal of and interest on
such Note will be paid. Such notice shall be mailed no later than five days prior
to such final Payment Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment.




     (v) All reductions in the principal amount of a Note effected by payments of
installments of principal made on any Payment Date shall be binding upon all holders
of such Note and of any Note issued upon the registration of transfer thereof or in
exchange therefore or in lieu thereof, whether or not such payment is noted on such
Note. All payments on the Notes shall be made without any requirement of
presentment but each holder of any Note shall be deemed to agree, by its acceptance
of the same, to surrender such Note at the Corporate Trust Office against payment of
the final installment of principal of such Note.



     (c) (i) For each Payment Date, the interest due and payable with respect to the Class A
Notes, Class B Notes and Class C Notes will be the interest that has accrued on the respective
Notes since the last Payment Date or, in the case of the first Payment Date, since the Closing
Date, at the Class A Interest Rate, Class B Interest Rate and Class C Interest Rate, respectively,
applied to the then Outstanding Principal Balances of the Class A Notes, Class B Notes and, as
applicable, the Class C Notes, respectively, on the preceding Payment Date subject to Section
3.1. With respect to the Floating Rate Notes and the Class A Notes, the interest will be
calculated on the basis of the actual number of days in the applicable Interest Accrual Period and
a 360 day year.




     (ii) If the Issuer defaults in a payment of interest on the Notes, the Issuer
shall pay, in any lawful manner, defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable interest rate from the Payment Date
for which such payment is in default. The Issuer shall pay such defaulted interest
on a subsequent special payment date declared by the Issuer to the Persons who are
Noteholders on a subsequent special record date, which special record date shall be
at least five Business Days prior to the special payment date. At least 15 days
before any such special record date, the Issuer shall mail to each Noteholder a
notice that states the special record date, the special payment date and the amount
of defaulted interest to be paid.



     (d) All payments made with respect to any Note shall be made in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of



24









 







public and private debts and shall be applied first to the interest then due and payable on
such Notes and then to the principal thereof.



     SECTION 2.8. Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture
Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder that the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No
Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this
Section except as expressly permitted by this Indenture. All canceled Notes may be held or
disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to
it; provided, that such Issuer Order is timely and the Notes have not been previously
disposed of by the Indenture Trustee.



     SECTION 2.9. Book-Entry Notes. Each of the Class A Notes, the Class B Notes and the
Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing
the Book-Entry Notes, to be delivered to The Depository Trust Company (the initial Clearing
Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B
Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede
& Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A
Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing
such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and
until definitive, fully registered Notes (the “Definitive Notes”) representing the Class A Notes,
the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:




     (i) the Issuer, the Note Registrar and the Indenture Trustee, and their
officers, directors, employees and agents may deal with the Clearing Agency for all
purposes (including the payment of principal of and interest on the Class A Notes,
the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no
obligations to the Note Owners;




     (ii) to the extent that this Section conflicts with any other provisions of
this Indenture, this Section shall control;




     (iii) the rights of the respective Note Owners shall be exercised only through
the Clearing Agency and the Clearing Agency Participants and shall be limited to
those established by law and agreements between such respective Note Owners and the
Clearing Agency and/or the Clearing Agency Participants pursuant to the Note
Depository Agreement. Unless and until Definitive Notes are issued pursuant to
Section 2.11, the Issuer intends that the Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the related Class A Notes, Class B Notes
and Class C Notes, as the case may be, to such Clearing



25









 







Agency Participants (and neither the Indenture Trustee nor the Note Registrar
shall have any liability therefor); and




     (iv) whenever this Indenture requires or permits actions to be taken based upon
instructions, directions, or the consent of Noteholders evidencing a specified
percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes),
the Clearing Agency shall be deemed to represent such percentage only to the extent
that it has received instructions to such effect from Note Owners and/or Clearing
Agency Participants owning or representing, respectively, such required percentage
of the beneficial interest in the Notes (or Class of Notes) and has delivered such
instructions to the Indenture Trustee.



     SECTION 2.10. Notices to Clearing Agency. Whenever a notice or other communication
to the Class A Noteholders, Class B Noteholders or Class C Noteholders is required under this
Indenture, unless and until Definitive Notes have been issued to the related Note Owners, the
Indenture Trustee shall give all such notices and communications to the Clearing Agency.



     SECTION 2.11. Definitive Notes. (a) If: (i) the Issuer advises the Indenture
Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities under the Note Depository Agreement with respect to the Notes, and the Issuer is
unable to locate a qualified successor, (ii) circumstances change so that the book-entry system
through the Clearing Agency is less advantageous due to economic or administrative burden or the
use of the book-entry system becomes unlawful with respect to the Notes and the Issuer notifies the
Indenture Trustee in writing that because of the change in circumstances the Issuer is terminating
the book-entry system with respect to the Notes or (iii) after the occurrence of an Event of
Default, Note Owners representing beneficial interests aggregating at least a majority of the
Outstanding Principal Balance of the Notes advise the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in the best interests
of the Note Owners, then the Clearing Agency has undertaken to notify all Note Owners and the
Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes
to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten
Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration and
transfer instructions from the Clearing Agency for registration, the Issuer shall execute, and the
Indenture Trustee shall authenticate, the Definitive Notes in accordance with the instructions of
the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive Notes, all references
herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be
imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive
Notes, and the Issuer shall recognize the holders of the relevant Definitive Notes as Noteholders
hereunder.



     (b) Definitive Notes will not be eligible for clearing or settlement through DTC, Euroclear or
Clearstream.



26









 





     SECTION 2.12. Notes owned by the Issuer or its Affiliates. In determining whether
the Noteholders of the required Outstanding Principal Balance of the Notes have concurred in any
direction, waiver or consent, Notes owned by the Issuer or an Affiliate of the Issuer shall be
considered as though not Outstanding, except that for the purposes of determining whether the
Indenture Trustee shall be protected in relying on any such direction, waiver or consent, only
Notes which a Responsible Officer actually knows are so owned shall be so disregarded.



     SECTION 2.13. CUSIP Numbers. The Issuer in issuing the Notes may use “CUSIP” numbers
(if then generally in use), and, if so, the Indenture Trustee shall indicate the “CUSIP” numbers of
the Notes in notices of redemption and related materials as a convenience to Noteholders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in any notice of
redemption and related materials.



     SECTION 2.14. Perfection Representations and Warranties. The parties hereto agree
that the representations, warranties and covenants set forth in Schedule 1 shall be a part
of this Indenture for all purposes.



     SECTION 2.15. Notes to Constitute Indebtedness. The parties hereto agree that it is
their mutual intent that, for all applicable tax purposes, the Notes will constitute indebtedness
of the Issuer. Further, each party hereto and each Noteholder (by accepting and holding a Note)
hereby covenants to every other party hereto and to every other Noteholder to treat the Notes as
indebtedness for all applicable tax purposes in all tax filings, reports and returns and otherwise,
and further covenants that neither it nor any of its Affiliates will take, or participate in the
taking of or permit to be taken, any action that is inconsistent with the treatment of the Notes as
indebtedness for tax purposes. All successors and assignees of the parties hereto shall be bound
by the provisions hereof.



     SECTION 2.16. Determination of LIBOR. LIBOR (“LIBOR”) applicable to the calculation
of the Interest Rates for the Floating Rate Notes for any Interest Accrual Period shall be
determined on each LIBOR Rate Adjustment Date as follows:



     For any Interest Accrual Period, the rate, as obtained by the Indenture Trustee, one-month
United States dollar deposits which appears on the Dow Jones Telerate Screen Page 3750 as of 11:00
A.M., London, England time, on the second LIBOR Business Day prior to the first day of such
Interest Accrual Period (a “LIBOR Rate Adjustment Date”). “Telerate Screen Page 3750” means the
display designated as page 3750 on the Telerate Service (or such other page as may replace page
3750 on that service for the purpose of displaying London interbank offered rates of major banks).
With respect to a LIBOR Rate Adjustment Date on which no rate appears on Telerate Page 3750, LIBOR
for the applicable Interest Accrual Period will be the rate calculated by the Indenture Trustee as
the arithmetic mean of at least two quotations obtained by the Indenture Trustee after requesting
the principal London offices of each of three major reference banks in the London interbank market,
which may include the Indenture Trustee and its affiliates, as selected by the Indenture Trustee
after consultation with the Issuer, to provide the Indenture Trustee with its offered quotation for
deposits in U.S. dollars for a one-month period, commencing on the second London Banking Day
immediately prior to the applicable Interest Accrual Period, to prime banks in the London interbank
market at approximately 11:00 a.m.,



27









 







London time, on such LIBOR Rate Adjustment Date and in a principal amount approximately equal
to the aggregate outstanding principal balance of the Floating Rate Notes. If at least two such
quotations are provided, LIBOR determined on the applicable LIBOR Rate Adjustment Date will be the
arithmetic mean of the quotations. If fewer than two quotations referred to in the preceding
sentence above are provided, LIBOR determined on the applicable LIBOR Rate Adjustment Date will be
the rate calculated by the Indenture Trustee as the arithmetic mean of the rates quoted at
approximately 11:00 a.m. in New York on the applicable LIBOR Rate Adjustment Date by one or more
major banks in New York City, selected by the Indenture Trustee after consultation with the Issuer
for loans in U.S. dollars to leading European banks, having a maturity of one month, commencing on
the second London Banking Day prior to the applicable Interest Accrual Period, and in a principal
amount that is approximately equal to the aggregate outstanding principal balance of the Floating
Rate Notes. If the banks so selected by the Indenture Trustee are not quoting as provided above,
LIBOR for the applicable LIBOR Rate Adjustment Date will be LIBOR in effect on the preceding LIBOR
Rate Adjustment Date.



     The establishment of LIBOR by the Indenture Trustee on any LIBOR Rate Adjustment Date and the
Indenture Trustee’s subsequent calculation of the Class B Interest Rate and the Class C Interest
Rate applicable to the relevant Interest Accrual Period, in the absence of manifest error, shall be
final and binding.



     Promptly following each LIBOR Rate Adjustment Date, the Indenture Trustee shall supply the
Issuer with the results of its determination of LIBOR on such date.



ARTICLE III

COVENANTS




     SECTION 3.1. Payments. The Issuer will duly and punctually pay the principal of and
interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture and
shall not withdraw funds from the Note Distribution Account except as set forth in Section
8.3. In addition, the Issuer will duly and punctually pay to the Swap Counterparty, any Swap
Payments Outgoing and Swap Termination Payments when due in the priorities set forth in Section
8.3 of this Indenture.



     SECTION 3.2. Maintenance of Office or Agency. (a) The Issuer will maintain at the
Corporate Trust Office an office or agency where Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes
and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to
serve as its agent for the foregoing purposes.



     (b) The chief executive office of the Issuer at which the Issuer maintains its records with
respect to the Loans, its interests in the Equipment, and the transactions contemplated hereby, is
currently located in Danbury, Connecticut. The Issuer will not change the location of such offices
without giving the Indenture Trustee at least 30 days prior written notice thereof.



     SECTION 3.3. Paying Agent’s Obligations. The Issuer will cause each Paying Agent to
comply with the obligations of the Paying Agent set forth in Section 6.16.



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     SECTION 3.4. Existence. (a) The Issuer will keep in full effect its existence,
rights and franchises as a limited liability company under the laws of the jurisdiction of its
organization.



     (b) The Issuer shall at all times observe and comply in all material respects with (i) all
laws applicable to it, and (ii) all requisite and appropriate organizational and other formalities
in the management of its business and affairs and the conduct of the transactions contemplated
hereby.



     SECTION 3.5. Protection of the Collateral; Further Assurances. The Issuer will from
time to time execute and deliver and file, as applicable, all such supplements and amendments
hereto and all such writings of further assurance and other writings, and will take such other
action necessary or advisable to:




     (i) more effectively Grant all or any portion of the Collateral;




     (ii) maintain or preserve the Lien (and the same priority thereof) of this
Indenture or carry out more effectively the purposes hereof;




     (iii) perfect, publish notice of or protect the validity of any Grant made or
to be made by this Indenture and perfect the Lien contemplated hereby in favor of
the Indenture Trustee in all property included in the Collateral;




     (iv) enforce or cause the Servicer to enforce any of the Collateral; or




     (v) preserve and defend against the claims of all Persons and parties, (a)
title to the Collateral (including the right to receive all payments due or to
become due with respect to the Loans) and the interests in the property included in
the Collateral and (b) the rights of the Indenture Trustee and the Noteholders with
respect to such Collateral (including the right to receive all payments due or to
become due with respect to the Loans) and interests with respect to the property
included in the Collateral.



     SECTION 3.6. Opinions as to the Collateral. (a) On the Closing Date, the Issuer
shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording and filing of this
Indenture, any indentures supplemental hereto and any other requisite documents, and with respect
to the execution and filing of any financing statements and continuation statements, as are
necessary to perfect and make effective the Lien created by this Indenture and reciting the details
of such action, or stating that, in the opinion of such counsel, no such action is necessary to
make such Lien effective.



     (b) On or before April 1 in each calendar year, the Issuer shall furnish to the Indenture
Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents, and with respect to the execution
and filing of any financing statements and continuation statements, as is necessary to maintain the
Lien of this Indenture and reciting the details of such action, or stating
that in the opinion of such counsel no such action is necessary to maintain such Lien. Such



29









 







Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents, and the execution
and filing of any financing statements and continuation statements, that will, in the opinion of
such counsel, be required to maintain the Lien of this Indenture until April 1 in the following
calendar year.



     SECTION 3.7. Performance of Obligations; Servicing of Loans. (a) The Issuer will not
take any action and will use its best efforts not to permit any action to be taken by others that
would release any Person from any material covenants or obligations under any instrument or
agreement included in the Collateral or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or effectiveness of, any such
instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement,
Swap Agreement or such other instrument or agreement.



     (b) The Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the other Related Documents and in the instruments and agreements
included in the Collateral, including filing or causing to be filed all UCC financing statements
and continuation statements required to be filed by this Indenture and the Servicing Agreement in
accordance with and within the time periods provided for herein and therein.



     (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the
Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of
the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect
to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure.



     (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to
terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the
occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to
exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing
Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain
the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the
Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the
Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer
shall appoint a successor servicer (the “Successor Servicer”), such appointment to be reflected by
a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor
Servicer has not been appointed and accepted its appointment at the time when the previous Servicer
ceases to act as Servicer, the Indenture Trustee without further action shall automatically be
appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving
written notice of such resignation to the Issuer and in such event will be released from such
duties and obligations, such release not to be effective until the date a Successor Servicer enters
into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to
the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing
Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established
financial institution having a net worth of not less than $50,000,000 and whose regular business
includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer
having substantially the same provisions as the provisions of the Servicing Agreement
applicable



30









 







to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s
duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and
not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI
shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the
servicing of the Loans. In case the Indenture Trustee shall become the Successor Servicer under
the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of
its Affiliates; provided, that it shall be fully liable for the actions and omissions of
such Affiliate in its capacity as Successor Servicer.



     (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing
Agreement, the Issuer shall promptly notify the Indenture Trustee and Moody’s. As soon as a
Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment,
specifying in such notice the name and address of such Successor Servicer.



     (f) The Issuer agrees that it will not, without the prior written consent of the Indenture
Trustee or the Noteholders of at least a majority of the Outstanding Principal Balance, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent
otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive
timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the
applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement;
provided, that, no such amendment or waiver shall: (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, deposits required to be made to the
Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of
the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent
to any such amendment, in either case without the consent of the Noteholders of all the Outstanding
Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the
Indenture Trustee or such Noteholders, the Issuer agrees, promptly following a request by the
Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such
agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary
or appropriate in the circumstances.



     (g) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s
expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to
compel or secure the performance and observance by the Servicer of its obligations to the Issuer
under or in connection with the Servicing Agreement or by the Purchaser of its obligations to the
Issuer under or in connection with the Purchase and Sale Agreement in accordance with the terms
thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to
the Issuer under or in connection with the Servicing Agreement (or under or in connection with the
Purchase and Sale Agreement) to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Servicer or the Purchaser
thereunder and the institution of legal or administrative actions or proceedings to compel or
secure performance by the Servicer or the Purchaser of each of their obligations under the
Servicing Agreement or the Purchase and Sale Agreement.



     SECTION 3.8. Taxes. The Issuer shall pay all taxes when due and payable or levied
against its assets, properties or income, including any property that is part of the Collateral.



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     SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver to the
Indenture Trustee, on or before March 15 after the end of each calendar year of the Issuer
(commencing with the calendar year 200[_]), an Officers’ Certificate, substantially in the form of
Exhibit B, stating that:




     (i) a review of the activities of the Issuer during such year and of
performance under this Indenture has been made under such Authorized Officers’
supervision; and




     (ii) to the best of such Authorized Officers’ knowledge, based on such review,
the Issuer has complied with all conditions and covenants under this Indenture
throughout such year or, if there has been a default in the compliance of any such
condition or covenant, specifying each such default known to such Authorized
Officers and the nature and status thereof.



     SECTION 3.10. Annual Reports on Assessment of Compliance with Servicing Criteria.
On or before March 15 of each calendar year of the Issuer (commencing with the calendar year 20[_])
each Reporting Servicer will furnish, and shall cause each Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Loans to furnish, to the
Indenture Trustee, a report on assessment of compliance with the Servicing Criteria that contains
(A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the
Servicing Criteria applicable to it, (B) a statement that such Reporting Servicer used the
Servicing Criteria to assess compliance with the applicable Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the applicable Servicing Criteria as of and for the period
ending December 31, 20[_], including, if there has been any material instance of noncompliance with
the applicable servicing criteria, a discussion of each such failure and the nature and status
thereof, and (D) a statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer’s assessment of compliance with the applicable Servicing Criteria
as of and for such period; such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act and shall be
provided as an exhibit to such Reporting Servicer’s report on assessment of compliance with the
Servicing Criteria.



     SECTION 3.11. Negative Covenants. So long as any Notes are Outstanding, the Issuer
shall not:



     (a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the
Issuer, including those included in the Collateral, except as expressly permitted by this Indenture
or Section 6.2 of the Sale Agreement;



     (b) claim any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts properly withheld from such payments under the Code or
applicable State law) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Collateral;



     (c) engage in any business or activity other than in connection with, or relating to the
financing, purchasing, owning, selling and managing ownership of, the Loans and the interests in




32










 





the property constituting the Collateral, the issuance of the Notes, and the specific
transactions contemplated by the Related Documents and activities incidental thereto;




     (d) issue, incur, assume, or allow to remain outstanding any indebtedness, or guaranty any
indebtedness or otherwise become liable, directly or indirectly for any Indebtedness of any Person,
other than the Notes or Swap Agreement, except as contemplated by this Indenture and the other
Related Documents;



     (e) seek dissolution or liquidation in whole or in part or reorganization of its business or
affairs;



     (f) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the
Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or
permit any Person to be released from any covenants or obligations with respect to the Notes under
this Indenture except as may be expressly permitted hereby, (B) permit any Lien (other than the
Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the
Collateral or any part thereof or any interest therein or the proceeds thereof or (C) permit the
Lien of this Indenture not to constitute a valid first priority (other than with respect to any tax
lien, mechanics’ lien or other lien not considered a Lien) “security interest” (as such term is
defined in Section 1-201 of Article 1 of the UCC) in the Collateral;



     (g) make any loan or advance to any Affiliate of the Issuer or to any other Person;



     (h) make any expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty);



     (i) remove the Managing Member without cause unless the Rating Agency Condition shall have
been satisfied in connection with such removal;



     (j) directly or indirectly: (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination thereof, with respect
to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or security, (iii) set aside
or otherwise segregate any amounts for any such purpose or (iv) make payments to or distributions
from the Collection Account, in each case, except in accordance with this Indenture and the Related
Documents;



     (k) convey or transfer any of its properties or assets, including those included in the
Collateral, to any Person, unless (i) the Person that acquires such property or assets shall: (A)
expressly agree by means of such supplemental indenture that all right, title and interest so
conveyed or transferred shall be subject and subordinate to the rights of Noteholders and (B)
expressly agree by means of such supplemental indenture that such Person (or if a group of Persons,
then one specified Person) shall make all filings with the Commission (and any other appropriate
Person) required by the Securities Exchange Act in connection with the Notes and (ii) the
conditions in clause (l) below have been satisfied; and



     (l) consolidate or merge with or into any other Person or convey or transfer any of its
properties or assets, including those included in the Collateral, to any Person unless:



33









 






     (i) such Person shall be a United States citizen or a Person organized and
existing under the laws of the United States of America or any State,




     (ii) such Person shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee, in form satisfactory to the
Indenture Trustee, the due and punctual payment of the principal of and interest on
all Notes and the performance or observance of every agreement and covenant of this
Indenture on the part of the Issuer to be performed or observed, all as provided
herein,




     (iii) immediately after giving effect to such transaction, no Default or Event
of Default shall have occurred and be continuing;




     (iv) the Rating Agency Condition shall have been satisfied with respect to such
transaction;




     (v) the Issuer shall have received an Opinion of Counsel (and shall have
delivered copies thereof to the Indenture Trustee) to the effect that such
transaction will not have any material adverse tax consequence to the Issuer or any
Noteholder;




     (vi) any action that is necessary to maintain the Lien created by this
Indenture and the same priority thereof shall have been taken; and




     (vii) the Issuer shall have delivered to the Indenture Trustee an Officers’
Certificate and an Opinion of Counsel each stating that such consolidation or merger
or such conveyance or transfer, as the case may be, and such supplemental indenture
comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with (including any filing required
by the Securities Exchange Act).



     SECTION 3.12. Successor or Transferee. (a) Upon any consolidation or merger of the
Issuer in accordance with Section 3.11(l), the Person formed by or surviving such
consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and
may exercise every right and power of and have every obligation of, the Issuer under this Indenture
with the same effect as if such Person had been named as the Issuer herein.



     (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.11(k), the Issuer will be released from every covenant and agreement of this
Indenture to be observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuer is
to be so released.



     SECTION 3.13. Notice of Events of Default. (a) The Issuer shall give the Indenture
Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, each
default on the part of the Servicer of its obligations under the Servicing Agreement (and, in the
case of a Servicer Default, shall specify in such notice the action, if any, the Issuer is taking
with respect to such default) each default on the part of the Purchaser of its obligations under
the



34









 







Purchase and Sale Agreement and the occurrence of each Swap Event of Default and Swap
Termination Event.



     (b) The Issuer shall deliver to the Indenture Trustee, within five days after the Issuer
obtains actual knowledge thereof, written notice in the form of an Officers’ Certificate of any
event that, with the giving of notice or the lapse of time or both, would become an Event of
Default under clause (iii) of the definition thereof, its status and what action the Issuer
is taking or proposes to take with respect thereto.



     SECTION 3.14. Further Instruments and Acts. Upon request of the Indenture Trustee,
the Issuer will execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this Indenture.



ARTICLE IV

SATISFACTION AND DISCHARGE




     SECTION 4.1. Satisfaction and Discharge of Indenture. (a) This Indenture shall cease
to be of further effect except as to: (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive
payments of principal thereof and interest thereon, (iv) Section 3.2, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7) and the obligations of the Indenture Trustee under
Sections 4.2 and 6.4) and (vi) the rights of Noteholders and Swap Counterparty as
beneficiary hereof with respect to the property so deposited with the Indenture Trustee payable to
all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect
to the Notes, when (A) all Notes theretofore authenticated and delivered to Noteholders (other than
(x) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 2.5 and (y) Notes in respect of which funds have theretofore been deposited in
trust or segregated and held in trust by the Issuer as provided in Section 6.16(i)) have
been delivered to the Indenture Trustee for cancellation and (B) the Issuer has paid or caused to
be paid or provided for (to the satisfaction of the Person entitled thereto) all other sums due and
payable with respect to the Swap Agreement; provided that the Issuer has delivered to the Indenture
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have
been complied with.



     (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Issuer to the Indenture Trustee under Section 6.7, and if funds shall have been deposited
with the Indenture Trustee pursuant to Section 4.1(a)(A)(y), the obligations of the
Indenture Trustee under Sections 4.2 and 6.17 (in its capacity as Paying Agent)
shall survive.



     (c) The Indenture Trustee shall provide prompt written notice to each Rating Agency of any
satisfaction and discharge of this Indenture pursuant to this Article IV.



     SECTION 4.2. Application of Trust Funds. All funds deposited with the Indenture
Trustee pursuant to Section 4.1 shall be held in trust and (a) applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either directly or through any
Paying



35









 







Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes
for the payment or redemption of which such funds have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest or (b) applied by it in
accordance with the provisions of this Indenture to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Swap Counterparty any Swap Payments
Outgoing or Swap Termination Payments due; but such funds need not be segregated from other funds
except to the extent required herein or as required by law.



ARTICLE V

REMEDIES




     SECTION 5.1. Events of Default. “Event of Default”, wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):




     (i) default in the payment of any interest on any Note when the same becomes
due and payable, and such default shall continue for a period of five days;




     (ii) default in the payment of the principal of any Note at the Maturity Date;




     (iii) default in the observance or performance of any covenant or agreement of
the Issuer made in this Indenture (other than a covenant or agreement a default in
the observance or performance of which is elsewhere in this Section specifically
dealt with), or any representation or warranty of the Issuer made in this Indenture
or in any certificate or other writing delivered pursuant hereto or in connection
herewith proving to have been incorrect in any material respect as of the time when
the same shall have been made, and such default shall continue or not be cured, or
the circumstance or condition in respect of which such misrepresentation or warranty
was incorrect shall not have been eliminated or otherwise cured, for a period of 30
days (or for such longer period, not in excess of 90 days, as may be reasonably
necessary to remedy such default if the Issuer delivers an Officer’s Certificate to
the Indenture Trustee to the effect that the Issuer has commenced, or will promptly
commence and diligently pursue, all reasonable efforts to remedy such default and
such default can be remedied in 90 days or less) after there shall have been given,
by registered or certified mail, to the Issuer by the Indenture Trustee or to the
Issuer and the Indenture Trustee by the Noteholders of at least 25% of the
Outstanding Principal Balance of the Notes,
a written notice specifying such default or incorrect representation or
warranty and requiring it to be remedied and stating that such notice is a notice of
Default hereunder; or




     (iv) any Insolvency Event shall occur with respect to the Issuer.



36









 





     SECTION 5.2. Remedies. (a) If an Event of Default should occur and be continuing,
the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the
Noteholders, pursuant to Section 5.8 or, in the case of clause (viii) below, at the
direction (which direction shall be in writing) of not less than 66-2/3% of the Outstanding
Principal Balance of the Notes, the Indenture Trustee shall (subject to Section 6.2(a)(v)),
do one or more of the following:




     (i) declare all the Notes to be immediately due and payable, by a notice in
writing to the Issuer, and upon any such declaration the Outstanding Principal
Balance, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable;




     (ii) in the case of an Event of Default described in Section 5.1(i) or
(ii), demand the Issuer to pay to the Indenture Trustee, for the benefit of
the Noteholders, the whole amount then due and payable on the Notes for principal
and interest, with interest upon the overdue principal at the applicable interest
rate, and, to the extent payment at such rate of interest shall be legally
enforceable, upon overdue installments of interest, at the applicable interest rate,
and in addition thereto such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel;




     (iii) institute Proceedings in its own name and as trustee of an express trust
for the collection of all amounts then payable on the Notes or under this Indenture
with respect thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer amounts adjudged due;




     (iv) institute Proceedings from time to time for the complete or partial
foreclosure of this Indenture with respect to the Collateral;




     (v) exercise any remedies of a secured party under the UCC as in effect in the
State of New York and take any other appropriate action to protect and enforce the
rights and remedies of the Indenture Trustee, the Swap Counterparty and the
Noteholders;




     (vi) subject to Section 5.14, sell the Collateral, or any portion
thereof or rights or interest therein, at one or more public or private sales called
and conducted in any manner permitted by law;




     (vii) make demand upon the Issuer, by written notice, that the Issuer deliver
to the Indenture Trustee all Loan Files (in which event the Issuer covenants to make
demand upon the Servicer to so deliver such Loan Files); and




     (viii) exercise all rights, remedies, powers, privileges and claims of the
Issuer against the Servicer or the Purchaser under or in connection with the
Servicing Agreement and the Purchase and Sale Agreement, including the right or
power to terminate or to take any action to compel or secure performance or
observance by the Servicer or the Purchaser of each of their obligations to the
Issuer thereunder and to give any consent, request, notice, direction, approval,



37









 







extension or waiver under the Servicing Agreement or the Purchase and Sale
Agreement, and any right of the Issuer to take such action shall be suspended.



     (b) At any time after a declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, the Noteholders of Notes representing not less than
a majority of the Outstanding Principal Balance, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:




     (i) the Issuer has paid or deposited with the Indenture Trustee a sum
sufficient to pay:




     (A) all payments of principal of and interest on all Notes including any
payments payable to the Swap Counterparty under the Swap Agreement and all other
amounts that would then be due hereunder or upon such Notes if the Event of Default
giving rise to such acceleration had not occurred; and




     (B) all sums paid or advanced by the Indenture Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel; and




     (ii) all Events of Default, other than the nonpayment of the principal of the
Notes that has become due solely by such acceleration, have been cured or waived as
provided in Section 5.9.



     No such rescission shall affect any subsequent Event of Default or impair any right consequent
thereto.



     (c) In case there shall be pending, relative to the Issuer or any Person having or claiming an
ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any
other applicable Federal or State bankruptcy, insolvency or other similar law, or in case a
receiver, assignee, trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Issuer or its property or such
other Person, or in case of any other comparable judicial Proceedings relative to the Issuer, or to
the creditors or property of the Issuer, the Indenture Trustee (irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to
this Section) shall be entitled and empowered to, and, at the direction (which direction shall be
in writing) of the Noteholders pursuant to Section 5.8 by intervention in such proceedings
or otherwise:




     (i) file and prove a claim or claims for the whole amount of principal and
interest owing and unpaid in respect of the Notes and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee (including any claim for reasonable compensation to the Indenture
Trustee and each predecessor Indenture Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Indenture Trustee and each



38









 







predecessor
Indenture Trustee, except as a result of negligence or bad faith) and of the
Noteholders allowed in such Proceedings;




     (ii) unless prohibited by applicable law or regulations, vote on behalf of the
Noteholders in any election of a trustee, a standby trustee or any Person performing
similar functions in any such Proceedings;




     (iii) collect and receive any amounts or other property payable or deliverable
on any such claims and to distribute all amounts received with respect to the claims
of the Noteholders, the Swap Counterparty and of the Indenture Trustee on their
behalf; and




     (iv) file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Swap Counterparty,
Indenture Trustee or the Noteholders allowed in any judicial Proceedings relative to
the Issuer, its creditors and its property;


and any trustee, receiver, liquidator, assignee, custodian, sequestrator or other similar official
in any such Proceeding is hereby authorized by each of such Noteholders or the Swap Counterparty to
make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent
to the making of payments directly to such Noteholders or the Swap Counterparty, to pay to the
Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the
Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.




     (d) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Noteholder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.



     (e) All rights of action and of asserting claims under this Indenture, or under any of the
Notes or the Swap Agreement, may be enforced by the Indenture Trustee without the possession of any
of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any
such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name and
as trustee of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall be for the
benefit of the Noteholders and the Swap Counterparty as provided in this Indenture.



     (f) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Noteholders and the



39









 







Swap
Counterparty, and it shall not be necessary to make any Noteholder or the Swap Counterparty a party
to any such Proceedings.



     SECTION 5.3. [Reserved].



     SECTION 5.4. Unconditional Rights of Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, each Noteholder shall have the right, which
is absolute and unconditional, to receive payment of the principal of and interest, if any, on such
Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or,
in the case of redemption, on or after the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without the consent of such
Noteholder.



     SECTION 5.5. Restoration of Rights and Remedies. If the Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and
such Proceeding has been discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.



     SECTION 5.6. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes in Section
2.5(d), no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.



     SECTION 5.7. Delay or Omission Not a Waiver. No delay or omission of the Indenture
Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event of
Default shall impair any such right or remedy or constitute a waiver of any such Default or Event
of Default or an acquiescence therein. Every right and remedy given by this Article or by law to
the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may
be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.



     SECTION 5.8. Control by Noteholders. (a) Except as otherwise expressly provided in
this Indenture, the Noteholders of not less than a majority of the Outstanding Principal Balance of
the Notes shall have the right to (i) direct the time, method and place of conducting any
Proceeding for any remedy available to the Indenture Trustee with respect to the Notes, (ii)
accelerate the Notes pursuant to Section 5.2 after an Event of Default or (iii) exercise
any trust or power conferred on the Indenture Trustee; provided, that such direction shall
not be in conflict with any rule of law or with this Indenture; provided, further,
that, subject to Section 6.1, the Indenture Trustee need not take any action that it
determines might involve it in liability on the part of the Indenture Trustee for which the
Indenture Trustee is not indemnified to its satisfaction



40









 







or might materially adversely affect the
rights of any Noteholder(s) not consenting to such action. The Indenture Trustee may take any
other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.



     (b) No Noteholder shall have any right to institute any Proceeding, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:




     (i) such Noteholder has previously given written notice to the Indenture
Trustee of a continuing Event of Default;




     (ii) the Noteholder(s) of not less than 66-2/3% of the Outstanding Principal
Balance of the Notes have made written request to the Indenture Trustee to institute
such Proceeding in respect of such Event of Default in its own name as Indenture
Trustee hereunder;




     (iii) such Noteholder(s) have offered to the Indenture Trustee indemnity
reasonably acceptable to the Indenture Trustee against the costs, expenses and
liabilities to be incurred in complying with such request;




     (iv) the Indenture Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute such Proceeding;




     (v) so long as any of the Notes remain Outstanding, no direction by other
Noteholders inconsistent with such written request has been given to the Indenture
Trustee during such 60-day period by the Noteholders of 66-2/3% of the Outstanding
Principal Balance of the Notes;




     (vi) with respect to any bankruptcy reorganization, arrangement, insolvency or
liquidation proceedings, or similar proceedings under any United States Federal or
State bankruptcy or similar law, the Noteholders representing not less than 66-2/3%
of the Outstanding Principal Balance of each Class of Notes that remains Outstanding
has consented thereto in writing; provided, that the foregoing shall not in
any way limit the Noteholder’s rights to pursue any other creditor rights or
remedies that the Noteholders may have for claims against the Issuer,


it being understood and intended that no one or more Noteholder(s) shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or
preference over any other Noteholder(s) or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all the other Noteholders.
Nothing in this Section shall be construed as limiting the rights of otherwise qualified
Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section
6.8 hereof.




     In the event the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Noteholders, each representing less than a majority of the



41









 







Outstanding Principal Balance of the Notes, the Indenture Trustee in its sole discretion may
determine what action, if any, shall be taken, notwithstanding any other provisions of this
Indenture.



     SECTION 5.9. Waiver of Past Defaults. Prior to the time a judgment or decree for
payment of amounts due has been obtained as described in Section 5.2, the Noteholders of
not less than a majority of the Outstanding Principal Balance of the Notes may waive any past
Default or Event of Default and its consequences except a Default: (a) in payment of principal of
or interest on any of the Notes or (b) in respect of a covenant or provision hereof that cannot be
modified or amended without the consent of each Noteholder. In the case of any such waiver, the
Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereto.



     Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereto.



     SECTION 5.10. Undertaking for Costs. All parties to this Indenture agree (and each
Noteholder by such Noteholder’s acceptance thereof shall be deemed to have agreed) that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorney’s fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant; but the provisions
of this Section shall not apply to: (a) any suit instituted by the Indenture Trustee, (b) any suit
instituted by any Noteholder(s) holding in the aggregate more than 10% of the Outstanding Principal
Balance of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the
payment of principal of or interest on any Note on or after the respective due dates expressed in
such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).



     SECTION 5.11. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner
whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Indenture Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.



     SECTION 5.12. Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither the Lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be



42









 







impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Collateral or upon any of the assets of the
Issuer. Any funds or other property collected by the Indenture Trustee shall be applied in
accordance with Section 8.3(c).



     SECTION 5.13. [Reserved]



     SECTION 5.14. Sale of Collateral. (a) The power to effect any sale of any portion of
the Collateral described pursuant to Section 5.2 shall not be exhausted by any one or more
sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the
entire Collateral shall have been sold or all amounts due under this Indenture have been paid in
full. The Indenture Trustee may from time to time, upon directions in accordance with Section
5.8, postpone any public sale by public announcement made at the time and place of such sale.
For any public sale of the Collateral, the Indenture Trustee shall have provided each Noteholder
and Moody’s with notice of such sale at least two weeks in advance of such sale which notice shall
specify the date, time and location of such sale.



     (b) To the extent permitted by applicable law, the Indenture Trustee shall not in any private
sell to a third party the Collateral, or any portion thereof unless,




     (i) the holders of not less than 66-2/3% of the then Outstanding Principal
Balance of the Notes consent to or direct the Indenture Trustee in writing to make
such sale; or




     (ii) the proceeds of such sale would be not less than the sum of all amounts
due under this Indenture.



     (c) In connection with a sale of all or any portion of the Collateral:




     (i) any one or more Noteholders may bid for and purchase the property offered
for sale, and upon compliance with the terms of sale may hold, retain, and possess
and dispose of such property, without further accountability, and any Noteholder
may, in paying the purchase price therefore, deliver in lieu of cash any Outstanding
Notes or claims for interest thereon for credit in the amount that shall, upon
distribution of the net proceeds of such sale, be payable thereon, and the Notes, in
case the amounts so payable thereon shall be less than the amount due thereon, shall
be returned to the Noteholders after being appropriately stamped to show such
partial payment;




     (ii) the Indenture Trustee is hereby irrevocably appointed the agent and
attorney-in-fact of the Issuer to transfer and convey any portion of the Collateral
in connection with a sale thereof, and to take all action necessary to effect such
sale;




     (iii) the Indenture Trustee shall execute and deliver an appropriate instrument
of conveyance transferring, without representation, warranty or recourse, any
portion of the Collateral in connection with a sale thereof;



43









 






     (iv) no purchaser or transferee at such a sale shall be bound to ascertain the
Indenture Trustee’s authority, inquire into the satisfaction of any conditions
precedent or see to the application of any funds; and




     (v) the Indenture Trustee may not sell or otherwise liquidate the Collateral
following an Event of Default, other than an Event of Default described in
Sections 5.1(i) or (ii), unless the applicable conditions in this
Section 5.14 are met and: (A) all the Noteholders direct in writing a sale
or liquidation of the Collateral, (B)(i) the Indenture Trustee determines, based on
a certification of the Issuer, that the anticipated proceeds of such sale or
liquidation (after deducting the reasonable expenses of such sale or liquidation),
based on a certificate of the Issuer, would be sufficient to discharge in full all
amounts due and unpaid upon such Notes and other amounts payable pursuant to
Sections 8.3(c) and (ii) the Noteholders acting unanimously do not direct in
writing the Indenture Trustee to the contrary within fifteen days of receipt of
notice of such determination by the Indenture Trustee or (C) the Indenture Trustee
determines that the Collateral will not continue to provide sufficient funds for the
payment of principal of and interest on the Notes as they would have become due if
the Notes had not been declared due and payable, and the Indenture Trustee obtains
the consent of Noteholders of 66-2/3% of the Outstanding Principal Balance of the
Notes. In determining whether to sell or hold the Collateral, the Indenture Trustee
may obtain and rely upon an opinion of any Independent investment banking or
accounting firm of national reputation in the United States as to the feasibility of
such proposed action and as to the sufficiency of the Collateral to discharge in
full all amounts then due and unpaid upon the Notes for principal and interest.



     (d) The method, manner, time, place and terms of any sale of all or any portion of the
Collateral shall be commercially reasonable.



     (e) The provisions of this Section shall not be construed to restrict the ability of the
Indenture Trustee to exercise any rights and powers against the Issuer or the Collateral that are
vested in the Indenture Trustee by this Indenture, including, without limitation, the power of the
Indenture Trustee to proceed against the collateral subject to the lien of this Indenture and to
institute judicial proceedings for the collection of any deficiency remaining thereafter.



     (f) The purchase price received by the Indenture Trustee in respect of any sale made in
accordance with this Section shall be deemed conclusive and binding on the parties hereto and the
Noteholders and the proceeds of such sale shall be applied in accordance with Section
8.3(c).



ARTICLE VI

THE INDENTURE TRUSTEE




     SECTION 6.1. Duties of the Indenture Trustee. (a) If an Event of Default has
occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs.



44









 





     (b) Except during the continuance of an Event of Default actually known to a Responsible
Officer:




     (i) the Indenture Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Indenture Trustee; and




     (ii) in the absence of bad faith on its part, the Indenture Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the Indenture
Trustee and conforming to the requirements of this Indenture; provided,
however, in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Indenture Trustee,
the Indenture Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.



     (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from
liability for its own grossly negligent action, its own grossly negligent failure to act, or its
own willful misconduct, except that:




     (i) this clause (c) does not limit the effect of clause (b) of
this Section;




     (ii) the Indenture Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer unless it is proved that the Indenture
Trustee was negligent in ascertaining the pertinent facts;




     (iii) the Indenture Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by it
pursuant to this Indenture;




     (iv) the Indenture Trustee shall not be charged with knowledge of an Event of
Default or Servicer Default unless a Responsible Officer obtains actual knowledge of
such event or the Indenture Trustee receives written notice of such event from the
Issuer or Note Owners owning Notes aggregating not less than 10% of the Outstanding
Principal Balance of the Notes; and




     (v) the Indenture Trustee shall have no duty to monitor the performance of the
Issuer or its agents, nor shall it have any liability in connection with malfeasance
or nonfeasance by the Issuer. The Indenture Trustee shall have
no liability in connection with compliance of the Issuer or its agents with
statutory or regulatory requirements related to the Loans. The Indenture Trustee
shall not make or be deemed to have made any representations or warranties with
respect to the Loans or the validity or sufficiency of any assignment of the Loans
to the Collateral or the Indenture Trustee.



     (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is
subject to clauses (a), (b), (c) and (g) of this Section
6.1.



45









 





     (e) The Indenture Trustee shall not be liable for interest on any amounts received by it
except as the Indenture Trustee may agree in writing with the Issuer.



     (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe
that repayments of such funds or adequate indemnity satisfactory to it against any loss, liability
or expense is not reasonably assured to it.



     (g) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall
be subject to this Section and the TIA.



     (h) The Indenture Trustee:




     (i) shall at all times be a “participant” (as such term is defined in the
Federal Book-Entry Regulations) in the Federal Reserve System;




     (ii) shall, to the extent that any of the Trust Accounts is a Securities
Account, comply with all of the obligations of a Securities Intermediary under
Article 8 of the UCC with respect thereto; and




     (iii) agrees that each item of property including cash received by it for
deposit in or credit to a Trust Account, and each investment made by it pursuant to
Section 8.6 shall constitute and be treated by it as a Financial Asset.



     (i) No person other than the Indenture Trustee as provided herein and the Custodian as
approved in the Custody and Control Agreement, shall have “control” (as such term is defined in
Section 8-106 of Article 8 of the UCC and Section 9-401 of Article 9 of the UCC) of any of the
Trust Accounts.



     SECTION 6.2. Rights of Indenture Trustee. (a) Subject to the provisions of
Section 6.1:




     (i) the Indenture Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, note,
debenture, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper
party or parties (and the Indenture Trustee need not investigate any fact or
matter stated in the document);




     (ii) any request or direction or action of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Order;




     (iii) whenever in the administration of this Indenture the Indenture Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Indenture Trustee (unless



46









 







other
evidence be herein specifically prescribed) may, in the absence of bad faith on its
part, conclusively rely upon an Officers’ Certificate;




     (iv) the Indenture Trustee may consult with counsel as to legal matters and the
advice or opinion of any such counsel selected by the Indenture Trustee with respect
to legal matters relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;




     (v) the Indenture Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of any
of the Noteholders pursuant to this Indenture, unless such Noteholders shall have
offered to the Trustee security or indemnity satisfactory to it against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;




     (vi) the Indenture Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, note, debenture, other
evidence of indebtedness, or other paper or document, but the Indenture Trustee, in
its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Indenture Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Issuer, personally or by agent or attorney;




     (vii) the Indenture Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents, attorneys,
custodians or nominees and the Indenture Trustee shall not be responsible for any
misconduct or negligence on the part of any agent, attorney, custodian or nominee
appointed with due care by it hereunder;




     (viii) the Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its rights
or powers; provided, however, that the Indenture Trustee’s conduct
does not constitute willful misconduct, negligence or bad faith;




     (ix) the Indenture Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder;




     (x) the Indenture Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions or agreements on the part of
the Issuer;




     (xi) the permissive rights of the Indenture Trustee to do things enumerated in
this Indenture shall not be construed as a duty and the Indenture Trustee shall not
be answerable for other than its gross negligence or willful default;



47









 






     (xii) in the event that the Indenture Trustee is also acting as Paying Agent or
Note Registrar hereunder, the rights and protections afforded to the Indenture
Trustee pursuant to this Article VI shall also be afforded to such Paying
Agent or Note Registrar; and




     (xiii) in no event shall the Indenture Trustee be liable for special, indirect
or consequential damages.



     (b) The recitals contained herein and in the Notes, except the Indenture Trustee’s
certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture
Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Notes, except to the
extent provided by the Indenture Trustee’s certificate of authentication on the Notes. The
Indenture Trustee shall not be accountable for the use or application by the Issuer of the proceeds
of the Notes.



     SECTION 6.3. Individual Rights of the Indenture Trustee. The Indenture Trustee shall
not, in its individual capacity, but may in a fiduciary capacity, become the owner of Notes or
otherwise extend credit to the Issuer. The Indenture Trustee may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not the Indenture Trustee. Any Paying
Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However,
the Indenture Trustee must comply with Sections 6.11 and 6.13.



     SECTION 6.4. Funds Held in Trust. Funds and investments and other property held by
the Indenture Trustee shall be segregated and held in one or more Trust Accounts held with the
Indenture Trustee hereunder.



     SECTION 6.5. Notice of Defaults. If a Default occurs and is continuing and is
actually known to a Responsible Officer, the Indenture Trustee shall mail to each Noteholder notice
of the Default within 90 days after it occurs. Except in the case of a Default in payment of
principal of or interest on any Note (including payments pursuant to the mandatory redemption
provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.



     SECTION 6.6. [Reserved]



     SECTION 6.7. Compensation and Indemnity. The Issuer shall pay to the Indenture
Trustee from time to time reasonable compensation for its services hereunder as the Issuer and the
Indenture Trustee may agree in writing (which compensation shall not be limited by any law on
compensation of a trustee of an express trust). The Issuer shall reimburse the Indenture Trustee
upon its request, for all reasonable out-of-pocket expenses incurred or made by it, including costs
of collection, in addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents,
counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its
officers, directors, employees and agents and hold them harmless against any and all loss,
liability or expense (including attorneys’ fees and disbursements)



48









 







incurred by them in connection
with the administration of this trust and the performance of its duties hereunder, including the
costs and expenses of defending themselves against any claim or liability in connection with the
exercise or performance of their duties hereunder. The Indenture Trustee shall notify the Issuer
with a copy to the Servicer, promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations
hereunder. The Issuer shall defend the claim and the Indenture Trustee may have separate counsel
and the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of such counsel.
The Issuer need not reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct,
negligence or bad faith.



     The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall
survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the
occurrence of a Default specified in Section 5.1(iv), the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code or any other
applicable Federal or State bankruptcy, insolvency or similar law.



     The Indenture Trustee agrees not to institute (alone or in conjunction with any other Person)
against the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or
liquidation proceedings or other proceedings under U.S. federal or State bankruptcy or similar laws
on account of the non-payment to the Indenture Trustee of any amounts provided by this Section
6.7, until after the balance of each Note is reduced to zero and the expiration of a period
equal to the longest applicable preference period under such bankruptcy laws and other applicable
laws plus 366 days following such payment; provided, that nothing in this paragraph shall
preclude, or be deemed to estop, the Indenture Trustee from taking any action prior to the
expiration of the applicable preference period in any involuntary insolvency proceeding filed or
commenced against the Issuer by a Person other than the Indenture Trustee or to otherwise limit any
claims that the Indenture Trustee may have against the Issuer. The foregoing shall not limit the
ability of the Indenture Trustee to take any action in accordance with Section 5.2.



     SECTION 6.8. Resignation and Removal; Appointment of Successor. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become
effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this
Section. The Indenture Trustee may resign at any time by so notifying the Issuer in writing. The
Noteholders of not less than 66-2/3% of the Outstanding Principal Balance of the
Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in writing and
may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:




     (i) the Indenture Trustee fails to comply with Section 6.11;




     (ii) the Indenture Trustee is adjudged a bankrupt or insolvent;




     (iii) a receiver or other public officer takes charge of the Indenture Trustee
or its property; or




     (iv) the Indenture Trustee otherwise becomes incapable of acting.



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     If the Indenture Trustee resigns or is removed by the Issuer or if a vacancy exists in the
office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to
herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture
Trustee.



     A successor Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the
rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture
Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.



     If a successor Indenture Trustee does not take office within 60 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the
Noteholders of not less than a majority of the Outstanding Principal Balance of the Notes may
petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.



     If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.



     Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the
Issuer’s obligations under Section 6.7 shall continue for the benefit of the retiring
Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission
by any successor Trustee.



     SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving
or transferee corporation without any further act shall be the successor Indenture Trustee. The
Indenture Trustee shall provide the Rating Agencies and the Issuer prior written notice of any such
transaction; provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11.



     In case at the time such successor(s) by merger, conversion or consolidation to the Indenture
Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Indenture Trustee may adopt
the certificate of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been authenticated, any
successor to the Indenture Trustee may authenticate such Notes either in the name of any
predecessor trustee hereunder or in the name of the successor to the Indenture Trustee; and in all
such cases such certificates of authentication shall have the full force and effect to the same
extent given to the certificate of authentication of the Indenture Trustee anywhere in the Notes or
in this Indenture.



     SECTION 6.10. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any
other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement
of any jurisdiction in which any part of the Collateral may at the time be located, the



50









 







Indenture
Trustee shall have the power and may execute and deliver all instruments to appoint one or more
Person(s) to act as co-trustee(s), or separate trustee(s) for the benefit of the Noteholders, and
to vest in such Person(s), in such capacity all rights hereunder with respect to the Collateral, or
any part thereof, and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.8.



     (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:




     (i) all rights, powers, duties and obligations conferred or imposed upon the
Indenture Trustee shall be conferred or imposed upon and exercised or performed by
the Indenture Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Indenture Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act(s) are to be
performed, the Indenture Trustee shall be incompetent or unqualified to perform such
act(s), in which event such rights, powers, duties and obligations (including the
holding of rights with respect to the Collateral or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee or
co-trustee, but solely at the direction of the Indenture Trustee;




     (ii) no trustee hereunder shall be personally liable by reason of any act or
omission of any other trustee hereunder; and




     (iii) the Indenture Trustee may at any time accept the resignation of or
remove, in its sole discretion, any separate trustee or co-trustee.



     (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to
this Agreement and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the Indenture Trustee or
separately,
as may be provided therein, subject to all the provisions of this Indenture, specifically
including every provision of this Indenture relating to the conduct of, affecting the liability of,
or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the
Indenture Trustee.



     (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee as its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be exercised by the



51









 







Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.



     (e) The Indenture Trustee shall have no obligation to determine whether a co-trustee or
separate trustee is legally required in any jurisdiction in which any part of the Collateral may be
located.



     SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall at all
times satisfy the requirements of TIA § 310(a) and Section 26(a)(1) of the Investment Company Act
of 1940, as amended. There shall at all times be an Indenture Trustee hereunder which shall (a) be
a corporation organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, authorized under such laws to exercise corporate trust
powers; (b) have a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition; (c) be subject to supervision or examination by
federal or state authority; and (d) at the time of appointment, shall have a long term senior,
unsecured debt rating of “Baa3” or better by Moody’s (or, if not rated by Moody’s, a comparable
rating by another statistical rating agency). The Indenture Trustee shall comply with TIA §
310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9);
provided, however, that there shall be excluded from the operation of TIA §
310(b)(1) any indenture(s) under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are met.



     If such corporation publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the
Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified in this Article.



     This Indenture shall always have a Trustee who satisfies the requirements of Section 310(a)(1)
of the TIA. The Trustee is subject to the provisions of Section 310(b) of the TIA regarding
disqualification of a trustee upon acquiring any conflicting interest.



     If a default occurs under this Indenture, and the Indenture Trustee is deemed to have a
conflicting interest as a result of acting as trustee for each of the Class A Notes, the Class B
Notes and the Class C Notes, a successor Indenture Trustee shall be appointed for one or all of
such Classes, so that there will be separate Indenture Trustees for the Class A Notes, the Class B
Notes and the Class C Notes. No such event shall alter the voting rights of the Class A
Noteholders, Class B Noteholders or Class C Noteholders under this Indenture or any other Related
Document. However, so long as any amounts remain unpaid with respect to the Class A Notes, only
the Indenture Trustee for the Class A Noteholders will have the right to exercise remedies under
this Indenture (but subject to the express provisions of Section 5.2 and to the right of
the Class B Noteholders and Class C Noteholders to receive their share of any proceeds of
enforcement) and thereafter so long as any amounts remain unpaid with respect to the Class B Notes,
only the Indenture Trustee for the Class B Noteholders will have the right to exercise remedies
under the Indenture (but subject to the right of the Class C Noteholders to receive their share of
any proceeds of enforcement). Upon repayment of the Class A Notes in full, all rights




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to exercise remedies under this Indenture will transfer to the Indenture Trustee for the
Class B Notes and, upon payment of the Class B Notes in full, all rights to exercise remedies under
this Indenture will transfer to the Indenture Trustee for the Class C Notes.




     In the case of the appointment hereunder of a successor Indenture Trustee with respect to any
Class of Notes, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with
respect to such Class of Notes shall execute and deliver an indenture supplemental hereto wherein
the successor Indenture Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the
successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes of the Class to which the appointment of such successor Indenture
Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Classes
of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the
Notes of each Class as to which the retiring Indenture Trustee is not retiring shall continue to be
vested in the retiring Indenture Trustee, and (iii) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of the same trust and
that each such Indenture Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal of the retiring
Indenture Trustee shall become effective to the extent provided therein.



     SECTION 6.12. Acceptance by Indenture Trustee. The Indenture Trustee hereby
acknowledges the grant of a Lien on the Collateral and the receipt of a Lien on the assets
constituting the Collateral granted by the Issuer hereunder and declares that the Indenture
Trustee, through a custodian, will hold such Lien on the Collateral granted by the Issuer in trust,
for the use and benefit of all Noteholders subject to the terms and provisions hereof.



     SECTION 6.13. Preferential Collection of Claims Against the Issuer. The Indenture
Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).
An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated.



     SECTION 6.14. Reports by Indenture Trustee to Noteholders. To the extent required by
the TIA, within 60 days after each December 20 (beginning in 200[_]), following the date of this
Indenture, the Indenture Trustee shall mail to the Noteholders a brief report dated as of such
reporting date that complies with TIA Section 313(a), if such a report is required pursuant to TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). The Indenture
Trustee shall also transmit by mail all reports as required by TIA Section 313(c).



     A copy of each such report required under TIA Section 313 shall, at the time of such
transmission to Noteholders be filed with the Commission and with each stock exchange or other
market system on which the Notes are listed. The Issuer shall notify the Indenture Trustee in
writing if the Notes become listed on any stock exchange or market trading system.



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     SECTION 6.15. Representations and Warranties. The Indenture Trustee hereby represents
that:




     (a) the Indenture Trustee is duly organized and validly existing as a New York banking
corporation in good standing under the laws of New York with power and authority to own its
properties and to conduct its business as such properties are currently owned and such
business is presently conducted;




     (b) the Indenture Trustee has the power and authority to execute and deliver this
Indenture and to carry out its terms; and the execution, delivery and performance of this
Indenture have been duly authorized by the Indenture Trustee by all necessary corporate
action;




     (c) the consummation of the transactions contemplated by this Indenture and the
fulfillment of the terms hereof do not conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time) a default
under the articles of incorporation or bylaws of the Indenture Trustee or to the best of the
Indenture Trustee’s knowledge, any material agreement or other instrument to which the
Indenture Trustee is a party or by which it is bound; and




     (d) to the best of the Indenture Trustee’s knowledge, there are no proceedings or
investigations pending or threatened before any court, regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Indenture Trustee
or its properties: (i) asserting the invalidity of this Indenture, (ii) seeking to prevent
the consummation of any of the transactions contemplated by this Indenture or (iii) seeking
any determination or ruling that might materially and adversely affect the performance by
the Indenture Trustee of its obligations under, or the validity or enforceability of, this
Indenture.



     SECTION 6.16. The Paying Agent. The Issuer hereby appoints the Indenture Trustee as
the initial Paying Agent. All payments of amounts due and payable with respect to any Notes that
are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section
8.3(b) or (c) or from the Collection Account pursuant to Section 8.3(a) shall
be made on behalf of the Issuer by the Paying Agent.



     The Paying Agent hereby agrees that subject to the provisions of this Section, it shall:




          (i) hold any sums held by it for the payment of amounts due with respect to the
Notes in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and pay such
sums to such Persons as herein provided;




          (ii) give the Indenture Trustee notice of any default by the Issuer of which it
has actual knowledge in the making of any payment required to be made with respect
to the Notes;



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          (iii) at any time during the continuance of any such default, upon the written
request of the Indenture Trustee, forthwith pay to the Indenture Trustee any sums so
held in trust by such Paying Agent;




          (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture
Trustee any sums held by it in trust for the payment of Notes if at any time it
ceases to meet the standards required to be met by a Paying Agent; and




          (v) comply with all requirements of the Code and any applicable State law with
respect to the withholding from any payments made by it on any Notes of any
applicable withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith.



     The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order, direct any Paying Agent to pay to the
Indenture Trustee any sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent;
and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such sums.



     Subject to applicable laws with respect to escheat of funds, any amounts held by the Indenture
Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable shall be discharged
from such trust and be paid to the Issuer on Issuer Request; and the related Noteholder shall
thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only
to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or
such Paying Agent with respect to such trust funds shall thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before being required to make any
such repayment, shall at the expense and direction of the Issuer cause to be published once, in a
newspaper published in the English language, customarily published on each Business Day and of
general circulation in The City of New York, notice that such funds remain unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such funds then remaining will be repaid to the Issuer. The
Indenture Trustee shall also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including mailing notice of such repayment to Noteholders
whose Notes have been called but have not been surrendered for redemption or whose right to or
interest in amounts due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each such Noteholder).



     Each Paying Agent (other than the initial Paying Agent) shall be appointed by Issuer Order
with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer
shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in
Section 6.11. The Issuer shall not appoint any Paying Agent (other than the Indenture
Trustee) which is not, at the time of such appointment, a depository institution or trust company,
including the Indenture Trustee, that (a) is incorporated under the laws of the United States of
America or any State thereof, (b) is subject to supervision and examination by federal or state



55









 







banking authorities and (c) has outstanding unsecured commercial paper or other short-term
unsecured debt obligations that are rated “A-1+” by S&P or “Prime-1” by Moody’s (or its
equivalent).



     SECTION 6.17. Repayment of Amounts Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all funds then held by any
Paying Agent other than the Indenture Trustee under this Indenture with respect to such Notes
shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according
to Section 4.1, and thereupon such Paying Agent shall be released from all further
liability with respect to such funds.



     SECTION 6.18. Provisions of Swap Agreement. The Issuer has entered into the Swap
Agreement with the Swap Counterparty, in a form satisfactory to the Rating Agencies. The Issuer
may, from time to time, enter into one or more replacement Swap Agreement in the event that the
Swap Agreement is terminated prior to its scheduled expiration pursuant to a Swap Event of Default
or a Swap Termination Event.



     Upon the occurrence of (i) any Swap Event of Default arising from any action taken, or failure
to act, by the Swap Counterparty, or (ii) any Swap Termination Event (except as described in the
following sentence) with respect to which the Swap Counterparty is an Affected Party (as defined in
the Swap Agreement), the Indenture Trustee may and will, at the direction of the holders of at
least 51% of the Outstanding Principal Balance of the Class A Notes, the Class B Notes and the
Class C Notes, acting together as a single Class, direct the Issuer to designate an Early
Termination Date (as defined in the Swap Agreement) with respect to the Swap Agreement and the
Issuer shall upon such direction designate an Early Termination Date. If a Swap Termination Event
occurs as a result of the insolvency or bankruptcy of the Swap Counterparty, the Indenture Trustee
will direct the Issuer to designate an Early Termination Date and the Issuer shall upon such
direction designate an Early Termination Date pursuant to the Swap Agreement.



     The Swap Counterparty shall not have any voting rights or rights to exercise any remedies
under this Indenture until after the Outstanding Principal Balance of the Notes has been reduced to
zero and the Noteholders have been paid all amounts owed to them under this Indenture. After the
Outstanding Principal Balance of the Notes has been reduced to zero and the Noteholders have been
paid all amounts owed to them under this Indenture, the Swap Counterparty shall have all of the
rights and obligations, including all voting rights, of the Noteholders set forth in this
Indenture. Such voting rights shall be exercisable at any time by the Swap Counterparty based upon
the notional amount outstanding under the Swap Agreement at such time.



ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS




     SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.
The Issuer will furnish or cause to be furnished to the Indenture Trustee: (a) not more than five
Business Days after the earlier of: (i) each Record Date and (ii) three months after the last
Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and
addresses of the Noteholders as of such Record Date, and (b) at such other



56









 




times as the Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not more than 10 days
prior to the time such list is furnished; provided, however, that so long as the
Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.




     SECTION 7.2. Preservation of Information; Communications to Noteholders. (a) The
Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee
as provided in Section 7.1 and the names and addresses of Noteholders received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list
furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.



     (b) Three or more Noteholders, or one or more Noteholder(s) evidencing at least 25% of the
Outstanding Principal Balance of the Notes, may communicate pursuant to TIA § 312(b) with other
Noteholders with respect to their rights under this Indenture or under the Notes.



     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA
§ 312(c).



     SECTION 7.3. Reports by Issuer. (a) The Issuer shall:




          (i) file with the Indenture Trustee, within 15 days after the Issuer is
required to file the same with the Commission, copies of the annual reports and of
the information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Issuer may be required to file with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act or, if the Issuer is not required
to file with the Commission information, documents or reports pursuant to either
Section 13 or Section 15(d) of the Securities Exchange Act, then the Issuer will
file with the Indenture Trustee and with the Commission, in accordance with rules
and regulations prescribed by the Commission, such of the supplementary and period
information, documents and reports required pursuant to the Securities Exchange Act
as may be prescribed in such rules and regulations;




          (ii) file with the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Issuer with the conditions
and covenants of this Indenture (with a copy of any such filings being delivered
promptly to the Indenture Trustee); and supply to the Indenture Trustee (and the
Indenture Trustee shall transmit by mail to all Noteholders described in TIA §
313(c)) such summaries of any information, documents and reports required to be
filed by the Issuer pursuant to clauses (i) and (ii) as may be
required by the rules and regulations prescribed from time to time by the
Commission.



     Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31
of each year.



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     SECTION 7.4. De-Listing of Definitive Notes. If as of the beginning of any fiscal
year for the Issuer (other than fiscal year 200[_]), the Definitive Notes are held (directly or, in
the case of Book Entry Notes held through the Clearing Agency) by less than 300 Noteholders and/or
Clearing Agency participants having accounts with the Clearing Agency, the Issuer shall, in
accordance with the Securities Exchange Act and the rules and regulations promulgated thereunder,
timely file a Form 15 with respect to the Issuer suspending all reporting requirements under the
Securities Exchange Act.



ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES




     SECTION 8.1. Collection of Amounts Due. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or other intermediary, all sums
and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture.
The Indenture Trustee shall apply all such amounts received by it as provided in this Indenture.
Amounts properly withdrawn by the Issuer pursuant to Section 8.3 of this Indenture shall be
deemed released from the Collateral and the security interest therein granted to the Indenture
Trustee, and the Issuer shall in no event thereafter be required to refund any such withdrawn
amounts. To the extent there are uninvested amounts deposited in any of the Trust Accounts (as
defined below), the Issuer shall invest all such amounts in Permitted Investments selected by the
Issuer that mature no later than the immediately succeeding Transfer Date preceding the following
Payment Date.



     SECTION 8.2. Trust Accounts. (a) On or prior to the Closing Date, the Issuer
covenants to have established and shall thereafter maintain the following accounts with the
Indenture Trustee (the “Trust Accounts”), which accounts shall be Eligible Deposit Accounts:




          (i) Collection Account;




          (ii) Note Distribution Account; and




          (iii) Reserve Account.



     (b) If any Trust Account is a Securities Account, such Trust Account will be maintained in
accordance with the Custody and Control Agreement.



     (c) If any Trust Account is a Deposit Account: (i) If, at any time, any such Trust Account
ceases to be an Eligible Deposit Account, the Issuer shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new
Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments
held in the no-longer Eligible Deposit Account to such new Trust Account; and




          (ii) the Issuer and Indenture Trustee agree, as security for the Issuer’s
obligations under this Indenture, that:



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          (A) any Trust Account Property that constitutes, or is held through or in, a
Deposit Account shall be, or shall be held through or in, an Eligible Deposit
Account continuously identified in the deposit bank’s books and records as subject
to a security interest of the Indenture Trustee and, except as maybe expressly
provided herein to the contrary, in order to perfect the security interest of the
Indenture Trustee in accordance with Section 9.104 of the UCC, the Indenture Trustee
shall have the power to direct disposition of the funds in such Deposit Account
without further consent by the Issuer; provided, however, that prior
to delivery by the Indenture Trustee to the Issuer of notice otherwise, the Issuer
shall have the right to direct the disposition of funds in such Deposit Account;
provided, further that the Indenture Trustee agrees that it will not
deliver such notice or exercise its power to direct disposition of the funds in such
Deposit Account until an Event of Default has occurred; and




          (B) all Permitted Investments and other investments shall be held by the
Custodian in accordance with the Custody and Control Agreement and shall be subject
to the Indenture Trustee’s security interest in such Trust Property.



     SECTION 8.3. Priority of Payments. (a) On each Payment Date prior to an Event of
Default and acceleration of the Notes, after the payment to the Servicer of any accrued and unpaid
Servicing Fees and reimbursement of any Servicing Advances, from any amounts withdrawn from the
Reserve Account on the related Transfer Date and Available Amounts, payments shall be made in the
following order of priority:




          (i) to the Indenture Trustee, amounts payable to the Indenture Trustee pursuant
to Section 6.7 of the Indenture for the related Collection Period,
provided that, except after the occurrence and during the continuance of an
Event of Default, the aggregate amounts payable other than in respect of fees shall
not exceed $75,000 during any calendar year;




          (ii) to the Administrator, the Administration Fee and all unpaid Administration
Fees from prior Collection Periods in accordance with the Administration Agreement;




          (iii) to the Swap Counterparty any Swap Payments Outgoing in accordance with
the Swap Agreement;




          (iv) to pay with the same priority and ratably in proportion to the Outstanding
Principal Balance of the Class A Notes and the amount of any Swap Termination
Payment due and payable by the Issuer to the Swap Counterparty:




               (1) to the Note Distribution Account, the Monthly Interest Amount
Payable on the Class A Notes; and




               (2) to the Swap Counterparty, any Swap Termination Payments payable to
the Swap Counterparty upon the termination of the Swap Agreement;
provided that if any amounts allocable to the Class A Notes
are not needed to pay interest due on such Class A Notes as of such



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Payment Date, such amounts will be applied to pay the portion, if any,
of any Swap Termination Payment remaining unpaid;




          (v) to the Note Distribution Account, the Monthly Interest Amount Payable on
the Class B Notes;




          (vi) to the Note Distribution Account, the Monthly Interest Amount Payable on
the Class C Notes;




          (vii) to the Note Distribution Account, principal payable on the Notes in an
amount equal to the amount by which the Note Balance of all the Notes then
outstanding exceeds the excess of (x) the Pool Balance at the end of the related
Collection Period over (y) the Overcollateralization Amount;




          (viii) to the Note Distribution Account, 50% of the Excess Spread Amount, if
any;




          (ix) to the Reserve Account, the amount, if any, required to be deposited in
the Reserve Account pursuant to Section 8.4(c);




          (x) to the Indenture Trustee, any amounts payable to the Indenture Trustee
pursuant to Section 6.7 of the Indenture to the extent not previously
reimbursed; and




          (xi) to the Issuer, the remaining balance, if any.



     (b) On each Payment Date prior to an Event of Default and acceleration of the Notes, funds on
deposit in the Note Distribution Account shall be paid in the following order of priority:




          (i) to the Class A Noteholders, an amount equal to the Monthly Interest Amount
Payable in respect of the Class A Notes for the Interest Accrual Period immediately
preceding such Payment Date, together with any such amounts that accrued in respect
of prior Interest Accrual Periods for which no payment was previously made;
provided, that if the Available Amounts remaining to be paid pursuant to
this clause are less than the full amount required to be so paid, such remaining
Available Amounts shall be paid to the Holders of Class A Notes pro rata based on
their respective entitlement pursuant to this clause




          (ii) to the Class B Noteholders, the Monthly Interest Amount Payable in respect
of the Class B Notes; provided, that if the Available Amounts remaining to
be paid pursuant to this clause are less than the full amount required to be so
paid, such remaining Available Amounts shall be paid to the Holders of Class B Notes
pro rata based on their respective entitlement pursuant to this clause;




          (iii) to the Class C Noteholders, the Monthly Interest Amount Payable in
respect of the Class C Notes; provided, that if the Available Amounts
remaining to be paid pursuant to this clause are less than the full amount required



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to be so paid, such remaining Available Amounts shall be paid to the Holders of
Class C Notes pro rata based on their respective entitlement pursuant to this
clause;




          (iv) to the Class A Noteholders, until the Outstanding Principal Balance of the
Class A Notes has been reduced to zero;




          (v) to the Class B Noteholders until the Outstanding Principal Balance of the
Class B Notes has been reduced to zero; and




          (vi) to the Class C Noteholders until the Outstanding Principal Balance of the
Class C Notes has been reduced to zero.



     (c) Following an Event of Default and acceleration of the Notes, after the payment to the
Servicer of any accrued and unpaid Servicing Fees and reimbursement of any Servicing Advances, any
amounts withdrawn from the Reserve Account on the related Transfer Date and Available Amounts will
be applied in the following order of priority, at the date or dates fixed by the Indenture Trustee
and, in case of the distribution of the entire amount due on account of principal or interest, upon
presentation of the Notes and surrender thereof:




          (i) to pay the Indenture Trustee, for all amounts due under Section
6.7;




          (ii) to pay the Administrator, all accrued and unpaid Administration
Fees;




          (iii) to pay the Swap Counterparty any Swap Payments Outgoing;




          (iv) to pay with the same priority and ratably in proportion to the
Outstanding Principal Balance of the Class A Notes and the amount of any
Swap Termination Payment due and payable by the Issuer to the Swap
Counterparty:




               (A) the Monthly Interest Amount Payable on each class of Class A
Notes during the prior Interest Accrual Period, plus any amount of
interest on the Class A Notes that was not paid when due (and, to the
extent permitted by law, any interest on that unpaid amount); and




               (B) any Swap Termination Payments payable to the Swap
Counterparty due under the Swap Agreement; provided that if
any amounts allocable to the Class A Notes are not needed to pay
interest due on such Class A Notes as of such payment date, such
amounts will be applied to pay the portion, if any, of any Swap
Termination Payment remaining unpaid;



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          (v) to the Class A Noteholders pro rata in respect of principal until
the Class A Noteholders are paid in full;




          (vi) to pay the Monthly Interest Amount Payable on the Class B Notes
during the prior interest period, plus any amount of interest on the Class B
Notes that was not paid when due (and, to the extent permitted by law, any
interest on that unpaid amount);




          (vii) to the Class B Noteholders in respect of principal until the
Class B Noteholders are paid in full;




          (viii) to pay the Monthly Interest Amount Payable on the Class C Notes
during the prior interest period, plus any amount of interest on the Class C
Notes that was not paid when due (and, to the extent permitted by law, any
interest on that unpaid amount);




          (ix) to the Class C Noteholders in respect of principal until the Class
C Noteholders are paid in full; and




          (x) to the Issuer the remaining balance, if any.



     (d) The Indenture Trustee may fix a special record date and special payment date for any
payment to Noteholders pursuant to this Section. At least 15 days before such special record date,
the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the special
record date, the special payment date and the amount to be paid.



     (e) All Class A Notes issued under this Indenture shall be in all respects equally and ratably
entitled to the benefits hereof without preference, priority or distinction on account of the
actual time or times of authentication and delivery, all in accordance with the terms and
provisions of this Indenture. Payments of principal and interest on the Class A shall be made pro
rata among all Outstanding Class A Notes, without preference or priority of any kind.



     (f) All Class B Notes issued under this Indenture shall be in all respects equally and ratably
entitled to the benefits hereof without preference, priority or distinction on account of the
actual time or times of authentication and delivery, all in accordance with the terms and
provisions of this Indenture. Payments of principal and interest on the Class B Notes shall be
made pro rata among all Outstanding Class B Notes, without preference or priority of any kind.



     (g) All Class C Notes issued under this Indenture shall be in all respects equally and ratably
entitled to the benefits hereof without preference, priority or distinction on account of the
actual time or times of authentication and delivery, all in accordance with the terms and
provisions of this Indenture. Payments of principal and interest on the Class C Notes shall be
made pro rata among all Outstanding Class C Notes, without preference or priority of any kind.



     SECTION 8.4. Reserve Account. (a) On each Transfer Date, if the sum of Available
Amounts and other amounts on deposit in the Collection Account is less than the aggregate amount
required to be paid or deposited pursuant to clauses (i) through (vii) of
Section 8.3(a), the Issuer shall withdraw from the Reserve Account the amount of such
deficiency up to the



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Available Reserve Account Amount and shall deposit such amount in the
Collection Account for application in accordance with such clauses of Section 8.3(a). On
each Transfer Date, if, after giving effect to the Available Amounts payable and amounts withdrawn
from the Reserve Account pursuant to the preceding sentence and applied pursuant to Section
8.3, the Outstanding Principal Balance of any Class would exceed zero on the Maturity Date for
such Class, the Issuer shall withdraw from the Reserve Account the amount of such deficiency up to
the Available Reserve Account Amount and shall deposit such amount in the Collection Account.



     (b) On the Final Maturity Date, and on the first Transfer Date following the occurrence of an
Event of Default with respect to the Notes that has resulted in the acceleration of the Notes, the
Issuer shall withdraw from the Reserve Account the Available Reserve Account Amount and shall apply
such amount in accordance with Section 8.3(c).



     (c) If on any Payment Date, after giving effect to all withdrawals from the Reserve Account on
the related Transfer Date, the Available Reserve Account Amount is less than the Required Reserve
Account Amount then in effect, Available Amounts and other amounts on deposit in the Collection
Account shall be deposited into the Reserve Account pursuant to Section 8.3(a)(ix) up to
the amount of the Reserve Account Deficiency.



     (d) On the date on which the Reserve Account has been terminated, after giving effect to any
withdrawal on such date pursuant to Section 8.4(a) or (b) and making any payments
to the Noteholders required pursuant to this Indenture, all amounts then remaining in the Reserve
Account shall be released to the Issuer.



     (e) The Reserve Account will terminate on the earliest to occur of (i) the date on which the
Note Balance has been paid in full and all other amounts payable to the Noteholders have been paid
in full; (ii) the Final Maturity Date; and (iii) the termination of the Issuer.



     SECTION 8.5. Reports. On each Determination Date, the Issuer shall, or shall cause
the Servicer to, provide to the Indenture Trustee (with a copy to the Rating Agencies), for the
Indenture Trustee to forward to each Noteholder of record, a statement substantially in the form of
Exhibit C setting forth at least the following information as to each Class of the Notes to
the extent applicable:




          (i) the principal amount to be paid on each Class of Notes;




          (ii) the interest amount to be paid on each Class of Notes;




          (iii) the Pool Balance as of the opening of business on the first day of the
Collection Period in which such Determination Date occurs;




          (iv) the aggregate Outstanding Principal Balance and the Note Pool Factor for
each Class of Notes after giving effect to payments allocated to principal reported
under clause (i) above;




          (v) the amount of the Servicing Fee paid to the Servicer with respect to the
preceding Collection Period;



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          (vi) the amount of Servicing Advances with respect to the preceding Collection
Period;




          (vii) the amount of the Administration Fee paid to the Administrator in respect
of the preceding Collection Period;




          (viii) the aggregate outstanding principal balance of any Loans that became
Liquidated Loans for such Collection Period;




          (ix) the portion of the outstanding principal balance written off in respect of
Loans that became Defaulted Loans;




          (x) the aggregate Loan Value of Loans that became Defaulted Loans for such
Collection Period;




          (xi) the aggregate Purchase Amounts for Loans, if any, that were repurchased or
purchased in such Collection Period;




          (xii) the aggregate outstanding principal balance of Loans that became
Delinquent Loans for such Collection Periods;




          (xiii) the aggregate amount of Recoveries for such Collection Period; and




          (xiv) the aggregate amount of Liquidation Proceeds for such Collection Period.



     Each amount set forth pursuant to clauses (i), (ii), (iii),
(v) and (vi) shall be expressed as a dollar amount per $1,000 of original principal
balance of such Note.



     In addition, the Issuer shall, or shall cause, a copy of (i) the Servicer’s certificate
referred to in Section 2.7, (ii) the Officer’s Certificate referred to in Section 2.8(a) or
2.8(b) and (iii) the report of certified public accountants referred to in Section
2.9, in each case, of the Servicing Agreement to be sent to the Rating Agencies and the
Indenture Trustee. A copy of such Servicer’s certificate, such Officer’s Certificate and such
report may be obtained by any Noteholder by a request in writing to the Issuer addressed to the
Corporate Trust Office.



     SECTION 8.6. General Provisions Regarding Accounts. (a) Funds on deposit in the Trust
Accounts shall be invested or reinvested by the Issuer in Permitted Investments selected by the
Issuer. All Investment Earnings on funds on deposit in the Trust Accounts shall be deemed to
constitute a portion of the Available Amounts. Other than as permitted by the Rating Agencies,
funds on deposit in the Trust Accounts shall be invested in Permitted Investments that will mature
so that such funds will be available at the close of business on the Transfer Date preceding the
following Payment Date; provided, however, that funds on deposit in Trust Accounts
may be invested in Permitted Investments of the entity serving as Indenture Trustee that may mature
so that such funds will be available on the date prior to the Payment Date. Funds deposited in a
Trust Account on the Transfer Date that precedes a Payment Date upon the maturity of any Permitted
Investments are not required to be invested overnight.



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     (b) The Issuer shall ensure that, in connection with any investment of any funds or any sale
of any investment held in any of the Trust Accounts, the Lien granted to the Indenture Trustee and
perfected in such Trust Account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in connection with any
direction to the Indenture Trustee to make any such investment or sale, if requested by the
Indenture Trustee, the Issuer shall deliver or cause to be delivered to the Indenture Trustee an
Opinion of Counsel to such effect.



     (c) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency
in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein,
except for losses attributable to the Indenture Trustee’s failure to make payments on such
Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms. The Indenture Trustee shall have no
liability in respect of losses incurred as a result of the liquidation of any Permitted Investment
prior to its stated maturity.



     (d) (i) If a Default or Event of Default shall have occurred and be continuing with respect to
the Notes but the Notes shall not have been declared due and payable pursuant to Section
5.2, or, (ii) if the Notes shall have been declared due and payable following an Event of
Default, but amounts collected or receivable from the Collateral are being applied in accordance
with Section 8.3(c) as if there had not been such a declaration; then the Issuer shall, to
the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the Permitted
Investments identified in clause (d) of the definition of Permitted Investments.



     SECTION 8.7. Release of Collateral. (a) Subject to the payment of its fees and
expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by this
Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey
the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not
inconsistent with this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee’s authority,
inquire into the satisfaction of any conditions precedent or see to the application of any funds.



     (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums
due to the Indenture Trustee pursuant to Section 6.7 have been paid, release any remaining
portion of the Collateral that secured the Notes and the Swap Agreement from the Lien of this
Indenture.



     (c) The Indenture Trustee shall release property from the Lien of this Indenture pursuant to
this Section only upon receipt of an Issuer Request requesting such release accompanied by an
Officers’ Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates
in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.



     SECTION 8.8. Opinion of Counsel. The Indenture Trustee shall receive at least seven
days’ notice when requested by the Issuer to take any action pursuant to Section 8.7(a),
accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as
a condition to such action, an Opinion of Counsel stating the legal effect of any such action,



65









 







outlining the steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action will not materially
and adversely impair the security for the Notes or the rights of the Noteholders in contravention
of this Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Collateral. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection with any such
action.



ARTICLE IX

SUPPLEMENTAL INDENTURES




     SECTION 9.1. Supplemental Indentures Without Consent of Noteholders and Swap
Counterparty. Without the consent of the Noteholders and the Swap Counterparty but with prior
written notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an
Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental
hereto (which shall conform to the TIA as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:



     (a) to correct or amplify the description of any property at any time subject to the Lien of
this Indenture, or better to assure, convey and confirm unto the Indenture Trustee a Lien on any
property subject or required to be subjected to the Lien of this Indenture, or to subject to the
Lien of this Indenture additional property;



     (b) to evidence the succession, in compliance with the applicable provisions hereof, of
another Person to the Issuer, and the assumption by any such successor of the covenants of the
Issuer herein and in the Notes;



     (c) to add to the covenants of the Issuer, for the benefit of the Noteholders and the Swap
Counterparty, or to surrender any right or power herein conferred upon the Issuer;



     (d) to mortgage or pledge any property to or with the Indenture Trustee;



     (e) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with any other provision herein or in any
supplemental indenture or to make any other provisions with respect to matters or questions arising
under this Indenture or in any supplemental indenture; provided, that such action shall not
materially adversely affect the interests of the Noteholders or the Swap Counterparty;



     (f) to evidence and provide for the acceptance of the appointment hereunder by a successor or
additional trustee with respect to the Notes or any class thereof and to add to or change any of
the provisions of this Indenture as shall be necessary to facilitate the administration of the
trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or



     (g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be
necessary to effect the qualification of this Indenture under the TIA or under any similar Federal
statute hereafter enacted and to add to this Indenture such other provisions as may be expressly
required by the TIA.



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     The Trustee is hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be therein contained.



     SECTION 9.2. Supplemental Indentures With Consent of Noteholders. The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, may, with prior written notice to the Rating
Agencies and with the consent of the Noteholders evidencing not less than a majority of the
Outstanding Principal Balance of the Notes, by Act of such Noteholders delivered to the Issuer and
the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Noteholders under this Indenture;
provided, however, that no such supplemental indenture shall, as evidenced by an
Officer’s Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any
material respect the interests of the Swap Counterparty, without the consent of the Swap
Counterparty; and, provided further, that no such supplemental indenture shall, as
evidenced by an Officer’s Certificate of the Issuer delivered to the Indenture Trustee, adversely
affect in any material respect the interests of a Noteholder, without the consent of such
Noteholder affected thereby:



     (a) change the date of payment of any installment of principal of or interest on any Note, or
reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect
thereto, change the provisions of this Indenture relating to the application of collections on, or
the proceeds of the sale of, the Collateral to the payment of principal of or interest on the
Notes, or change any place of payment where, or the coin or currency in which, any Note or the
interest thereon is payable, or impair the right to institute suit for the enforcement of the
provisions of this Indenture requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption Date);



     (b) reduce the percentage of the Outstanding Principal Balance, the consent of the Noteholders
of which is required for any such supplemental indenture, or the consent of the Noteholders of
which is required for any waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture;



     (c) modify or alter the provisions of the proviso to the definition of “Outstanding”;



     (d) reduce the percentage of the Outstanding Principal Balance required to direct the
Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section
5.2;



     (e) modify any provision of this Section except to increase any percentage specified herein or
to provide that certain additional provisions of this Indenture or the Related Documents cannot be
modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby;



     (f) modify any of the provisions of this Indenture in such manner as to affect the calculation
of the amount of any payment of interest or principal due on any Note on any Payment Date
(including the calculation of any of the individual components of such calculation)



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or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory
redemption of the Notes contained herein; or



     (g) permit the creation of any Lien ranking prior to or on a parity with the Lien of this
Indenture with respect to any part of the Collateral or, except as otherwise permitted or
contemplated herein, terminate the Lien of this Indenture on any property at any time subject
hereto or deprive any Noteholder of the security provided by the Lien of this Indenture.



     It shall not be necessary for any Act of the Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof. The manner of obtaining such consents (and any other consents
of Noteholders provided for in this Indenture or in any other Related Document) and of evidencing
the authorization of the execution thereof by Noteholders shall be subject to such reasonable
requirements as the Indenture Trustee may provide.



     Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which
such amendment or supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.



     SECTION 9.3. Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article IX or
the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and, subject to Sections 6.1 and 6.2, shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights,
duties, liabilities or immunities under this Indenture or otherwise.



     SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith with respect to the Notes and the Swap Agreement affected
thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and
immunities under this Indenture of the Indenture Trustee, the Issuer, the Swap Counterparty and the
Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.



     SECTION 9.5. Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and if
required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and



68









 







executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange
for Outstanding Notes.



     SECTION 9.6. Conformity with Trust Indenture Act. Every amendment of this Indenture
and every supplemental indenture executed pursuant to this Article IX shall conform to the
requirements of the TIA as then in effect so long as this Indenture shall then be qualified under
the TIA.



ARTICLE X

REDEMPTION OF NOTES




     SECTION 10.1. Redemption. The Notes are subject to redemption in whole, but not in
part, on or after any Payment Date on which the aggregate Pool Balance (calculated as of the end of
the related Collection Period) first becomes less than 10% of the Pool Balance as of the Cut-off
Date and for a purchase price equal to the Redemption Price; provided, however,
that the Issuer has available funds sufficient to pay the Redemption Price following the exercise
by the Purchaser of the clean up call set forth in Section 6.1 of the Purchase and Sale
Agreement. The Issuer shall furnish the Rating Agencies notice of such redemption. If such Notes
are to be redeemed pursuant to this Section, the Issuer shall furnish notice of such election to
the Indenture Trustee not later than 25 days prior to the Redemption Date and the Issuer shall
deposit in the Note Distribution Account the Redemption Price of the Notes to be redeemed.



     SECTION 10.2. Form of Redemption Notice. Notice of redemption under Section
10.1 shall be given by the Issuer by first-class mail, postage prepaid, mailed not less than
five days prior to the applicable Redemption Date to each Noteholder, as of the close of business
on the Record Date preceding the applicable Redemption Date, at such Noteholder’s address appearing
in the Note Register.



     All notices of redemption shall state:




          (i) the Redemption Date;




          (ii) the Redemption Price;




          (iii) the place where such Notes are to be surrendered for payment of the
Redemption Price (which shall be the office or agency of the Issuer to be maintained
as provided in Section 3.2); and




          (iv) the CUSIP numbers of the Notes being redeemed.



     Failure to give notice of redemption, or any defect therein, to any Noteholder shall not
impair or affect the validity of the redemption of any other Note.



     SECTION 10.3. Notes Payable on Redemption Date. The Notes or portions thereof to be
redeemed shall, following notice of redemption pursuant to this Article, become due and payable on
the Redemption Date at the Redemption Price and (unless the Issuer shall default in the payment of
the Redemption Price) no interest shall accrue on the Redemption Price for any



69









 







period after the date to which accrued interest is calculated for purposes of calculating the
Redemption Price.



ARTICLE XI

MISCELLANEOUS




     SECTION 11.1. Compliance Certificates and Opinions, etc. (a) Upon any written
application or request (or oral application with prompt written or telecopied confirmation) by the
Issuer to the Indenture Trustee to take any action under this Indenture, other than any request
that (i) the Indenture Trustee authenticate the Notes specified in such request, or (ii) the
Indenture Trustee pay amounts due and payable to the Issuer hereunder to the Issuer’s assignee
specified in such request, the Issuer shall furnish to the Indenture Trustee: (1) an Officers’
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been complied with and (3) (if
required by the TIA) an Independent Certificate from a firm of certified public accountants meeting
the applicable requirements of this Section, except that, in the case of any such application or
request as to which the furnishing of such documents is specifically required by this Indenture, no
additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:




     (w) a statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein relating thereto;




     (x) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (y) a statement that, in the opinion of each such signatory, such signatory has made
(or has caused to be made) such examination or investigation as is necessary to enable such
signatory to express an informed opinion as to whether or not such covenant or condition has
been complied with; and




     (z) a statement as to whether, in the opinion of each such signatory, such condition or
covenant has been complied with.



     (b) (i) Prior to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property or securities
subject to the Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an
Officers’ Certificate certifying or stating the opinion of each person signing such certificate as
to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other
property or securities to be so deposited.



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     (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an
Officers’ Certificate described in clause (i), the Issuer shall also deliver
to the Indenture Trustee an Independent Certificate as to the same matters if the
fair value to the Issuer of the Collateral or other property or securities to be so
deposited and of all other such Collateral or other property or securities released
from the Lien of this Indenture since the commencement of the then-current fiscal
year of the Issuer, as set forth in the certificates required by clause (i)
and this clause (ii), equals 10% or more of the Outstanding Principal
Balance of the Notes, but such certificate need not be furnished with respect to any
Collateral or other property or securities so deposited if the fair value thereof to
the Issuer as set forth in the related Officers’ Certificate is less than $1,000,000
or less than one percent of the then Outstanding Principal Balance of the Notes.




     (iii) Other than with respect to property as contemplated by clause (v),
whenever any Collateral or other property or securities are to be released from the
Lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an
Officers’ Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such release) of the Collateral
or other property or securities proposed to be released and stating that in the
opinion of such person the proposed release will not impair the security under this
Indenture in contravention of the provisions hereof.




     (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an
Officers’ Certificate described in clause (iii), the Issuer shall also
deliver to the Indenture Trustee an Independent Certificate as to the same matters
if the fair value to the Issuer of the Collateral or other property or securities
and of all other such Collateral or other property, other than property as
contemplated by clause (v), or securities released from the Lien of this
Indenture since the commencement of the then-current fiscal year of the Issuer, as
set forth in the certificates required by clause (iii) and this clause
(iv), equals 10% or more of the Outstanding Principal Balance of the Notes, but
such certificate need not be furnished in the case of any release of Collateral or
other property or securities if the fair value thereof to the Issuer as set forth in
the related Officers’ Certificate is less than $1,000,000 or less than one percent
of the then Outstanding Principal Balance of the Notes.




     (v) Notwithstanding Section 3.9 or any other provision of this
Section, the Issuer may, without compliance with the requirements of the other
provisions of this Section: (A) collect, liquidate, sell or otherwise dispose of
Loans and Equipment as and to the extent permitted or required by the Related
Documents and (B) make cash payments out of the Trust Accounts as and to the extent
permitted or required by the Related Documents so long as the Issuer shall deliver
to the Indenture Trustee every six months, commencing [___], 20[_], an Officers’
Certificate of the Issuer stating that all such dispositions of Collateral that
occurred since the execution of the previous such Officers’ Certificate (or for the
first such Officers’ Certificate, since the Closing Date) were in the ordinary



71









 






course of the Issuer’s business and that the proceeds thereof were applied in
accordance with the Related Documents.



     SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.



     Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate,
opinion or representations with respect to the matters upon which his certificate or opinion is
based is/are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of any Seller, the Servicer, the Purchaser, the Issuer
or the Administrator, Managing Member, stating that the information with respect to such factual
matters is in the possession of any Seller, the Servicer, the Purchaser, the Issuer or the
Administrator, Managing Member, as applicable, unless such Authorized Officer or counsel knows, or
in the exercise of reasonable care should know, that the certificate, opinion or representations
with respect to such matters is/are erroneous. Any Opinion of Counsel may be based on the written
opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of
such other counsel’s opinion and shall include a statement to the effect that such counsel believes
that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other
counsel.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Where any Person is required or permitted to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.



     Whenever in this Indenture, in connection with any application, certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is
intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated
in such document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article VI.




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     SECTION 11.3. Acts of Noteholders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instrument(s) of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when such instrument(s) are
delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.
Such instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Noteholders signing such instrument(s). Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee
and the Issuer, if made in the manner provided in this Section. At any time the Notes of any Class
are maintained on Book-Entry Notes, any reference in this Indenture to an Act of Noteholders or a
Noteholder or Noteholders representing a specified portion of the Outstanding Principal Balance of
the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner
or Note Owners holding such specified portion of the Outstanding Principal Balance of the Notes or
Class, as the case may be.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Indenture Trustee deems sufficient.



     (c) The ownership of Notes shall be proved by the Note Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or Act by the
Noteholder shall bind every Noteholder issued upon the registration of the related Note, in
exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done
by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action
is made upon such Note.



     (e) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably
appoints the Indenture Trustee hereunder as the special attorney-in-fact for such Noteholder vested
with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder
and the revisions pursuant hereto for the benefit of such Noteholder; provided that nothing
contained in this Section shall be deemed to confer upon the Indenture Trustee any duty or
power to vote on behalf of the Noteholders with respect to any matter on which the Noteholders have
a right to vote pursuant to the terms of this Indenture.



     SECTION 11.4. Notices, etc., to the Indenture Trustee, Issuer and Rating Agencies.
Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders, or
other documents provided or permitted by this Indenture, shall be in writing and, if such request,



73









 




demand, authorization, direction, notice, consent, waiver or Act of Noteholders is to be made
upon, given or furnished to or filed with:




     (a) the Indenture Trustee by any Noteholder or by the Issuer, shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at
its Corporate Trust Office, or



     (b) the Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for every
purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer addressed
to: GE Equipment Midticket, LLC, Series [___], in care of General Electric Capital Corporation,
44 Old Ridgebury Road, Danbury, CT 06810, Attention: Capital Markets Operations, and to General
Electric Capital Corporation, as Administrator, 44 Old Ridgebury Road, Danbury, CT 06810,
Attention: General Counsel, or at any other address previously furnished in writing to the
Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly transmit any
notice received by it from the Noteholders to the Indenture Trustee.



     Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or
the Trustee shall be in writing, personally delivered or mailed by certified mail, return receipt
requested, to their respective addresses set forth in Section 8.1 of the Servicing
Agreement.



     SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture provides for
notice to Noteholders of any event or the mailing of any report to Noteholders, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid or certified mail return receipt requested, or sent by private courier
or confirmed telecopy to each Noteholder affected by such event or to whom such report is required
to be mailed, at its address as it appears on the Note Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of
such report. In any case where notice or report to Noteholders is given by mail, neither the
failure to mail such notice or report nor any defect in any notice or report so mailed to any
particular Noteholder shall affect the sufficiency of such notice or report with respect to other
Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to mail or send notice to Noteholders, in accordance with Section
11.5, of any event or any report to Noteholders when such notice or report is required to be
delivered pursuant to any provision of this Indenture, then such notification or delivery as shall
be made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.



74









 





     Where this Indenture provides for notice to the Rating Agencies, failure to give such notice
shall not affect any other rights or obligations created hereunder, and shall not under any
circumstance constitute a Default or Event of Default.



     SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding any provision
of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with
any Noteholder providing for a method of payment, or notice by the Indenture Trustee or any Paying
Agent to such Noteholder, that is different from the methods provided for in this Indenture or the
Notes for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and notices to be
given in accordance with such agreements.



     SECTION 11.7. Successors and Assigns. All covenants and agreements in this Indenture
and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.
All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees
and agents of the Indenture Trustee, whether so expressed or not.



     SECTION 11.8. Severability. Any provision of this Indenture or the Notes that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or of the Notes, as applicable, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     SECTION 11.9. Benefits of Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, the Noteholders, the Swap Counterparty, any other party secured hereunder and any other
Person with an ownership interest in any part of the Collateral, any benefit or any legal or
equitable right, remedy or claim under this Indenture.



     SECTION 11.10. Legal Holidays. In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the Notes or this
Indenture) payment need not be made on such date, but may be made on the next Business Day with the
same force and effect as if made on the date on which nominally due, and no interest shall accrue
for the period from and after any such nominal date.



     SECTION 11.11. Governing Law. (a) 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.
THIS INDENTURE IS SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL BE GOVERNED
THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.



75









 





     (b) 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 AGREEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS AGREEMENT; 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; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE THE INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO REALIZE ON THE ISSUER COLLATERAL OR ANY OTHER SECURITY FOR THE ISSUER
OBLIGATIONS SECURED HEREUNDER, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
INDENTURE TRUSTEE. 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 11.4 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.



     (c) 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 AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



76









 





     SECTION 11.12. Counterparts. This Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     SECTION 11.13. Recording of Indenture. If this Indenture is subject to recording in
any public recording offices, such recording is to be effected by the Issuer and, at its expense,
accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other
counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.



     SECTION 11.14. Trust Obligation. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, the Swap Counterparty, Managing Member or the
Indenture Trustee on the Notes, the Swap Agreement, or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against: (i) the Indenture Trustee or
Managing Member in their individual capacities, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, officer, director, employee or agent of: (a) the
Indenture Trustee or Managing Member in their individual capacities, (b) any owner of a beneficial
interest in the Issuer, Managing Member or the Indenture Trustee or (c) of any successor or assign
of the Indenture Trustee or Managing Member in their individual capacities, except as any such
Person may have expressly agreed (it being understood that the Indenture Trustee and Managing
Member have no such obligations in their individual capacities) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or
call owing to such entity.



     SECTION 11.15. Communication by Noteholders with Other Noteholders. Noteholders may
communicate, pursuant to TIA Section 312(b), with other Noteholders with respect to their rights
under this Indenture or the Notes. The Issuer, the Indenture Trustee, the Note Registrar and all
other parties shall be entitled to rely on and shall have the protection of TIA Section 312(c).



     SECTION 11.16. Inspection. The Issuer agrees that, on reasonable prior notice, it
will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours,
to examine all the books of account, records, reports and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by Independent certified public
accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers,
employees and Independent certified public accountants, all at such reasonable times and as often
as may be reasonably requested for the purpose of reviewing or evaluating the financial condition
or affairs of the Issuer or the performance or compliance with the covenants and undertakings of
the Issuer under this Indenture, the Purchase and Sale Agreement or any of the other documents
referred to herein or therein. The Indenture Trustee shall and shall cause its representatives to
hold in confidence all such information; provided, however, that the foregoing
shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes
publicly known, or information obtained by the Indenture Trustee from sources other than the Issuer
or its agents, (ii) disclosure of any and all information: (A) if required to do so by any
applicable statute, law, rule or regulation, (B) to any government agency or regulatory or self-



77









 




regulatory body having or claiming authority to regulate or oversee any aspects of the
Indenture Trustee’s business or that of its Affiliates, (C) pursuant to any subpoena, civil
investigative demand or similar demand or request of any court, regulatory authority, arbitrator or
arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee or
shareholder thereof is subject, (D) in any preliminary or final offering circular or prospectus,
registration statement or contract or other document pertaining to the transactions contemplated by
this Indenture and approved in advance by the Issuer or (E) to any Affiliate, independent or
internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the
same; provided, that the Indenture Trustee advises such recipient of the confidential
nature of the information being disclosed and such recipient agrees to keep such information
confidential, (iii) any other disclosure authorized by the Issuer or (iv) disclosure to the other
parties to the transactions contemplated by the Related Documents.




     SECTION 11.17. Agents of Issuer. The Indenture Trustee hereby acknowledges that it
has been advised that any agent of the Issuer may act on behalf of the Issuer hereunder for
purposes of all consents, amendments, waivers and other actions permitted or required to be taken,
delivered or performed by the Issuer, and the Indenture Trustee agrees that any such action taken
by an agent on behalf of the Issuer shall satisfy the Issuer’s obligations hereunder.



     SECTION 11.18. Survival of Representations and Warranties. The representations,
warranties and certificate of the Issuer made in this Indenture or in any certificate or other
writing delivered by the Issuer pursuant hereto shall survive the authentication and delivery of
the Notes hereunder.



     SECTION 11.19. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be included in this
Indenture by the TIA, such required provision shall control.



     The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions
automatically deemed included herein unless expressly excluded by this Indenture) are a part of and
govern this Indenture, whether or not physically contained herein.



     SECTION 11.20. Subordination. Each Noteholder by accepting a Note acknowledges and
agrees that such Note represents indebtedness of the Issuer and does not represent an interest in
any assets (other than a security interest in the Collateral) of the Purchaser (including by virtue
of any deficiency claim in respect of obligations not paid or otherwise satisfied from the
Collateral and proceeds thereof). In furtherance of and not in derogation of the foregoing, each
Noteholder by accepting a Note acknowledges and agrees that: 



     (a) by virtue of its rights under such Note and this Indenture, such Noteholder shall not have
any right, title or interest in or to any assets (or interests therein) (other than a security
interest in the Collateral) conveyed or purported to be conveyed by the Purchaser to any other
Person or Persons (whether by way of a sale, capital contribution or by virtue of the granting of a
lien) (“Other Assets”);



     (b) the Notes constitute claims (as defined in Section 101 of the Bankruptcy Code) solely
against the Issuer, which may be satisfied solely from the Collateral and its proceeds



78









 




(whether through ordinary liquidation or the exercise of UCC remedies and other remedies
provided herein) and do not constitute claims against the Issuer or the Purchaser to the extent
that the Collateral and such proceeds are insufficient to repay the Notes (including interest
thereon, whether accrued before or after the filing of a bankruptcy petition) in full; and




     (c) such Noteholder shall not file or join in a filing of a petition with respect to any
bankruptcy reorganization, arrangement, insolvency or liquidation proceedings, or similar
proceedings under any United States Federal or State bankruptcy or similar law relating to the
Purchaser, or cooperate or encourage others to file such a petition, in each case unless the
Noteholders representing not less than 66-2/3% of the Outstanding Principal Balance of each Class
of Notes that remains Outstanding and holders of any rated securities, rated debt or other rated
investment backed by any Other Assets representing not less than 66-2/3% of the outstanding
principal balance of each class of such securities, debt or other investment has consented thereto
in writing; provided, that the foregoing shall not in any way limit the Noteholder’s rights
to pursue any other creditor rights or remedies that the Noteholders may have for claims against
the Issuer. 



     To the extent that, notwithstanding the agreements and provisions contained in the preceding
sentences of this subsection, any Noteholder either (i) asserts an interest or claim to, or benefit
from, Other Assets, whether asserted against or through the Purchaser or any other Person owned by
the Purchaser, or (ii) is deemed to have any such interest, claim or benefit in or from Other
Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency
laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or
through the Purchaser or any other Person owned by the Purchaser, then each Noteholder by accepting
a Note further acknowledges and agrees that any such interest, claim or benefit in or from Other
Assets is and shall be expressly subordinated to the indefeasible payment in full of all
obligations and liabilities of the Purchaser other than obligations and liabilities to the
Noteholders, including, the payment of post-petition interest on such other obligations and
liabilities. This subordination agreement shall be deemed a subordination agreement within the
meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder further acknowledges and agrees
that no adequate remedy at law exists for a breach of this Section 11.20 and the terms of
this Section 11.20 may be enforced by an action for specific performance.



79









 





     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their
respective officers duly authorized as of the day and year first above written.



	 	 	 	 	 
	 	 	GE EQUIPMENT MIDTICKET, LLC, SERIES
	 	 	[_____]
	 
	 	 	 	 
	 

	 	By:
	 	CEF Equipment Holding, L.L.C.,
	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	[_________],
	 	 	not in its individual capacity but solely
	 	 	as Indenture Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






Indenture





 









 








EXHIBIT A-1

to Indenture




FORM OF CLASS A NOTES




	 	 	 
	REGISTERED

	 	$                    1
	 
	 	 
	No. R-___

	 	CUSIP NO.                    






     Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange
or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.



     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.



GE EQUIPMENT MIDTICKET, LLC, SERIES [_____]




[___]% CLASS A NOTES




     GE EQUIPMENT MIDTICKET, LLC, SERIES [___], a limited liability company duly organized and
existing under the laws of the State of Delaware (including any successor, the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
___DOLLARS ($___), payable as set forth in the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the [___] Payment Date and the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. The Issuer will pay interest on this Note at the rate
per annum shown above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the preceding Payment
Date (after giving effect to all payments of principal made on the preceding Payment Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will
accrue for each Payment Date from the most recent Payment Date on which interest has been paid to
but excluding the then current Payment Date or, if no interest has yet been paid, from the date
hereof. Interest will be computed on the basis of [the actual number of days in the Interest
Accrual Period and a 360 day year] [a 360-day year of twelve 30-day





 




			
	1 Denominations of $1,000 and in greater whole-dollar
denominations in excess thereof.




A-1-1









 









months]. Such principal of and interest on this Note shall be paid in the manner specified in
the Indenture.




     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee by
manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer.



Dated: [____________]




	 	 	 	 	 
	 	 	GE EQUIPMENT MIDTICKET, LLC, SERIES
	 	 	[_____]
	 
	 	 	 	 
	 

	 	By:
	 	CEF Equipment Holding, L.L.C.
	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






A-1-2









 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Notes designated above and referred to in the within-mentioned Indenture.



Dated: [____________]




           [___], not in its individual capacity but solely as Indenture Trustee.



	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 






A-1-3









 






[REVERSE OF NOTE]




     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [___]%
Class A Notes (herein called the “Class A Notes” or the “Notes”), all issued under an Indenture
dated as of [___] (such Indenture, as supplemented or amended, is herein called the
“Indenture”), between the Issuer and [___], not in its individual capacity but
solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are defined in this
Indenture shall have the meanings assigned to them in or pursuant to this Indenture.



     The Class A Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in this Indenture.



     The Issuer shall pay interest on overdue installments of interest at the Class A Interest Rate
to the extent lawful.



     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection therewith, against:
(i) the Indenture Trustee or the Managing Member in their individual capacities, (ii) any owner of
a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director or employee of: (a) the Indenture Trustee or the Managing Member in their individual
capacities, (b) any holder of a beneficial interest in the Issuer, the Managing Member or the
Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Managing Member
in their individual capacities, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.



     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in the Note, will be deemed to represent and warrant that either (i) it is not
(a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of
ERISA or (b) a plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975
of the Code (each of the foregoing, a “Benefit Plan”), and is not acting on behalf or investing the
plan assets of a Benefit Plan, or (ii) its acquisition and continued holding of the Note will not
give rise to a nonexempt prohibited transaction under ERISA, Section 4975 of the Code, or any
substantially similar applicable law.



     It is the intent of the Issuer, the Servicer, the Noteholders and the Note Owners that, for
purposes of Federal and State income tax and any other tax measured in whole or in part by income,
the Notes will qualify as indebtedness of the Issuer. Each Noteholder or Note Owner, by acceptance
of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to



A-1-4









 




treat, and to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.




     This Note and the Indenture and the obligations arising hereunder and thereunder 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 laws
provisions thereof) and any applicable laws of the United States of America.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.



     Anything herein to the contrary notwithstanding, except as expressly provided in the Related
Documents, neither [___], in its individual capacity, any owner of a beneficial
interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees, successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and indemnifications have
been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture
Trustee in the assets of the Issuer. The Noteholder by the acceptance hereof, and each Note Owner
by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided
in the Related Documents, in the case of an Event of Default under the Indenture, the Noteholder
and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



A-1-5









 





ASSIGNMENT




Social Security or taxpayer I.D. or other identifying number of assignee




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



	 	 	 
	 


	 	 






(name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
___, attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	* /
	 

	 	 
	 	 	 	 





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	Signature Guaranteed:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in STAMP or such
other “signature guarantee program” as may be determined by the Note Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.



 




			
	 	 	*/ NOTE: The signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note in every particular without alteration,
enlargement or any change whatsoever.




A-1-6









 










EXHIBIT A-2

to Indenture




FORM OF CLASS B NOTES




	 	 	 
	REGISTERED

	 	$                    2
	 
	 	 
	No. R-___

	 	CUSIP NO.                                        






     Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange
or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.



     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.



GE EQUIPMENT MIDTICKET, LLC, SERIES [_____]




[___]% CLASS B NOTES




     GE Equipment Midticket, LLC, Series [___], a limited liability company duly organized and
existing under the laws of the State of Delaware (including any successor, the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
___DOLLARS ($___), payable as set forth in the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the [___] Payment Date and the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. The Issuer will pay interest on this Note at the rate
per annum shown above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the preceding Payment
Date (after giving effect to all payments of principal made on the preceding Payment Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will
accrue for each Payment Date from the most recent Payment Date on which interest has been paid to
but excluding the then current Payment Date or, if no interest has yet been paid, from the date
hereof. Interest will be computed on the basis of the actual number





 




			
	2 Denominations of $1,000 and in greater whole-dollar
denominations in excess thereof.




A-2-1









 










of days in the Interest Accrual Period and a 360 day year. Such principal of and interest on
this Note shall be paid in the manner specified in the Indenture.




     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee by
manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer.



Dated: [____________]




	 	 	 	 	 
	 	 	GE EQUIPMENT MIDTICKET, LLC, SERIES
	 	 	[_____]
	 
	 	 	 	 
	 

	 	By:
	 	   CEF Equipment Holding, L.L.C.
	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	   Name:
	 

	 	 	 	   Title:






A-2-2









 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Notes designated above and referred to in the within-mentioned Indenture.



Dated: [____________]




	 	 	 	 	 
	 	 	[___________________], not in its individual
	 	 	capacity but solely as Indenture Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory







A-2-3










 






[REVERSE OF NOTE]




     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [___]%
Class B Notes (herein called the “B Notes” or the “Notes”), all issued under an Indenture dated as
of [___] (such Indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and [___], not in its individual capacity but solely as trustee
(the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note
that are not otherwise defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.



     Class B Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture and are subordinated to the Class A Notes to the
extent provided in the Indenture.



     The Issuer shall pay interest on overdue installments of interest at the Class B Interest Rate
to the extent lawful.



     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection therewith, against:
(i) the Indenture Trustee or the Managing Member in their individual capacities, (ii) any owner of
a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director or employee of: (a) the Indenture Trustee or the Managing Member in their individual
capacities, (b) any holder of a beneficial interest in the Issuer, the Managing Member or the
Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Managing Member
in their individual capacities, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.



     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in the Note, will be deemed to represent and warrant that either (i) it is not
(a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of
ERISA or (b) a plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975
of the Code (each of the foregoing, a “Benefit Plan”), and is not acting on behalf or investing the
plan assets of a Benefit Plan, or (ii) its acquisition and continued holding of the Note will not
give rise to a nonexempt prohibited transaction under ERISA, Section 4975 of the Code, or any
substantially similar applicable law.



     It is the intent of the Issuer, the Servicer, the Noteholders and the Note Owners that, for
purposes of Federal and State income tax and any other tax measured in whole or in part by income,
the Notes will qualify as indebtedness of the Issuer. Each Noteholder or Note Owner, by acceptance
of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to



A-2-4









 







treat, and to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.



     This Note and the Indenture and the obligations arising hereunder and thereunder 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 laws
provisions thereof) and any applicable laws of the United States of America.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.



     Anything herein to the contrary notwithstanding, except as expressly provided in the Related
Documents, neither [___], in its individual capacity, any owner of a beneficial
interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees, successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and indemnifications have
been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture
Trustee in the assets of the Issuer. The Noteholder, by the acceptance hereof, and each Note Owner
by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided
in the Related Documents, in the case of an Event of Default under the Indenture, the Noteholder
and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



A-2-5









 





ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



(name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
___, attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	*
	 

	 	 
	 	 	 	 	 	 
	 	 	Signature Guaranteed:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	   	 	 





     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in STAMP or such
other “signature guarantee program” as may be determined by the Note Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.





 




			
	*	 	NOTE: The signature to this assignment must correspond with the name of the registered owner as
it appears on the face of the within Note in every particular without alteration, enlargement or
any change whatsoever.




A-2-6









 










EXHIBIT A-3

to Indenture




FORM OF CLASS C NOTES




			
	REGISTERED
	 	$___3






			
	No. R-___
	 	CUSIP NO. ___






     Unless this Note is presented by an authorized representative of The Depository Trust Company,
a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange
or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.



     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.



GE EQUIPMENT MIDTICKET, LLC, SERIES [_____]




[___]% CLASS C NOTES




     GE Equipment Midticket, LLC, Series [___], a limited liability company duly organized and
existing under the laws of the State of Delaware (including any successor, the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
___DOLLARS ($___), payable as set forth in the Indenture;
provided, that the entire unpaid principal amount of this Note shall be due and payable on
the earlier of the [___] Payment Date and the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. The Issuer will pay interest on this Note at the rate per annum shown
above, on each Payment Date until the principal of this Note is paid or made available for payment,
on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect
to all payments of principal made on the preceding Payment Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date
from the most recent Payment Date on which interest has been paid to but excluding the then current
Payment Date or, if no interest has yet been paid, from the date hereof. Interest will be computed
on the basis of the actual number of days in the





 




			
	 	 	3Denominations of $1,000 and in greater
whole-dollar denominations in excess thereof.




A-3-1









 









Interest Accrual Period and a 360 day year. Such principal of and interest on this Note shall
be paid in the manner specified in the Indenture.




     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal of this
Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee by
manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer.



Dated: [____________]




	 	 	 	 	 
	 	 	GE EQUIPMENT MIDTICKET, LLC, SERIES [____]
	 
	 	 	 	 
	 

	 	By:
	 	CEF Equipment Holding, L.L.C.
	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






A-3-2









 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Notes designated above and referred to in the within-mentioned Indenture.



Dated: [___]




	 	 	 	 	 
	 	 	[___________________], not in its individual capacity
	 	 	but solely as Indenture Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






A-3-3









 






[REVERSE OF NOTE]




     This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [___]%
Class C Notes (herein called the “C Notes” or the “Notes”), all issued under an Indenture dated as
of [___] (such Indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and [___], not in its individual capacity but solely as trustee
(the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note
that are not otherwise defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.



     Class C Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture and are subordinated to the Class A Notes and the
Class B Notes to the extent provided in the Indenture.



     The Issuer shall pay interest on overdue installments of interest at the Class C Interest Rate
to the extent lawful.



     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection therewith, against:
(i) the Indenture Trustee or the Managing Member in their individual capacities, (ii) any owner of
a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director or employee of: (a) the Indenture Trustee or the Managing Member in their individual
capacities, (b) any holder of a beneficial interest in the Issuer, the Managing Member or the
Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Managing Member
in their individual capacities, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.



     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in the Note, will be deemed to represent and warrant that either (i) it is not
(a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of
ERISA or (b) a plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975
of the Code (each of the foregoing, a “Benefit Plan”), and is not acting on behalf or investing the
plan assets of a Benefit Plan, or (ii) its acquisition and continued holding of the Note will not
give rise to a nonexempt prohibited transaction under ERISA, Section 4975 of the Code, or any
substantially similar applicable law.



     It is the intent of the Issuer, the Servicer, the Noteholders and the Note Owners that, for
purposes of federal and State income tax and any other tax measured in whole or in part by income,
the Notes will qualify as indebtedness of the Issuer. Each Noteholder or Note Owner, by acceptance
of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to



A-3-4









 







treat, and to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.



     This Note and the Indenture and the obligations arising hereunder and thereunder 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 laws
provisions thereof) and any applicable laws of the United States of America.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.



     Anything herein to the contrary notwithstanding, except as expressly provided in the Related
Documents, neither [___], in its individual capacity, any owner of a beneficial
interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees, successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and indemnifications have
been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture
Trustee in the assets of the Issuer. The Noteholder, by the acceptance hereof, and each Note Owner
by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided
in the Related Documents, in the case of an Event of Default under the Indenture, the Noteholder
and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.



A-3-5









 





ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



(name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
___, attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Dated:
	 	 	 	 	 	*	 	 
	 

	 	 	 	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Signature Guaranteed:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in STAMP or such
other “signature guarantee program” as may be determined by the Note Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.






 




			
	*	 	NOTE: The signature to this assignment must correspond with the name of the registered owner as
it appears on the face of the within Note in every particular without alteration, enlargement or
any change whatsoever.




A-3-6









 










EXHIBIT B

   to Indenture




FORM OF SECTION 3.9 OFFICERS’ CERTIFICATE




			
	___,
	 	___






[___]




[___]




[___]




Attention: [___________________]




     Pursuant to Section 3.9 of the Indenture, dated as of [___] (the “Indenture”), between
GE EQUIPMENT MIDTICKET, LLC, Series [___] (the “Issuer”) and [___], as Indenture Trustee, the
undersigned hereby certify that:




     (i) a review of the activities of the Issuer during the previous fiscal year
and of performance under the Indenture has been made under the supervision of the
undersigned; and




     (ii) to the best knowledge of the undersigned, based on such review, the Issuer
has complied with all conditions and covenants under the Indenture throughout such
year. [or, if there has been a default in the compliance of any such condition or
covenant, this certificate is to specify each such default known to the undersigned
and the nature and status thereof]



	 	 	 	 	 
	 	 	GE EQUIPMENT MIDTICKET, LLC, Series [____]
	 
	 	 	 	 
	 

	 	By:
	 	CEF Equipment Holding, L.L.C.
	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






B-1









 







EXHIBIT C

to Indenture




Form of Noteholder’s Statement Pursuant to Section 8.5




Record Date:




Payment Date:




	 	 	 
	Amount of principal being paid on Notes:
	 
	 	 
	Class A Notes:

	 	($             per $1,000 original principal amount)
	 
	 	 
	Class B Notes:

	 	($             per $1,000 original principal amount)
	 
	 	 
	Class C Notes:

	 	($             per $1,000 original principal amount)
	 
	 	 
	Amount of interest being paid in Notes:
	 
	 	 
	Class A Notes:

	 	($             per $1,000 original principal amount)
	 
	 	 
	Class B Notes:

	 	($             per $1,000 original principal amount)
	 
	 	 
	Class C Notes:

	 	($             per $1,000 original principal amount)
	 
	 	 
	Pool Balance at end of the preceding Collection Period:
	 
	 	 
	After giving effect to distributions on this Payment Date:







	 	(1)	 	Outstanding Principal Balance of Class A Notes:
	 
	 	(2)	 	Outstanding Principal Balance of Class B Notes:
	 
	 	(3)	 	Outstanding Principal Balance of Class C Notes:
	 
	 	(4)	 	Class A Note Pool Factor:
	 
	 	(5)	 	Class B Note Pool Factor:
	 
	 	(6)	 	Class C Note Pool Factor:





	 	 	 	 	 
	(ii)

	 	Amount of Servicing Fee:
	 	($             per $1,000 original principal amount)
	 
	 	 	 	 
	(iii)

	 	Amount of Servicer Advances:
	 	($             per $1,000 original principal amount)
	 
	 	 	 	 
	(iv)

	 	Amount of Administration Fee:
	 	($             per $1,000 original principal amount)






C-1









 






	 	 	 
	(v)

	 	Amount of other Fees and Expenses Paid: ($___) [Disclose identity of party receiving such fees and expenses)
	 
	 	 
	(vi)

	 	Aggregate amount of outstanding principal balance of Loans that become Liquidated Loans for
the Collection Period;
	 
	 	 
	(vii)

	 	Aggregate amount of the portion of the outstanding principal balance of Loans written off in
respect of Loans that became Defaulted Loans for such Collection Period;
	 
	 	 
	(viii)

	 	Aggregate Loan Value of Loans that became Defaulted Loans for the Collection Period;
	 
	 	 
	(ix)

	 	Aggregate Purchase Amounts for the Collection Period;
	 
	 	 
	(x)

	 	Aggregate amount of outstanding principal balance of Loans that became Delinquent Loans for
the Collection Period;
	 
	 	 
	(xi)

	 	Aggregate amount of Recoveries for the Collection Period; and
	 
	 	 
	(xii)

	 	Aggregate amount of Liquidation Proceeds for the Collection Period.
	 
	 	 
	(xiii)

	 	Material breaches of Loan representations or warranties or covenants in the Transaction
Documents.
	 
	 	 
	 
	 	 
	Attention: [________________________]






C-2









 






SCHEDULE 1

to Indenture




PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS




     In addition to the representations, warranties and covenants contained in the Indenture, to induce
the Indenture Trustee to enter into the Indenture, the Issuer hereby represents, warrants, and
covenants to Indenture Trustee on behalf of the Noteholders as to itself as follows, on the Closing
Date:



General




     1. The Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is
prior to all other Liens, and is enforceable as such as against creditors of and purchasers from
the Issuer.



     2. The Loans constitute “accounts,” “general intangibles,” “instruments,” or “tangible chattel
paper,” within the meaning of the UCC as in effect in the State of New York.



     3. The Issuer has taken all steps necessary to perfect its security interest against the
Purchaser in the property securing the Loans that constitute chattel paper.



Creation




     4. The Issuer owns and has good and marketable title to the Loans free and clear of any Lien,
claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar
governmental charges or levies incurred in the ordinary course of business that are not yet due and
payable or as to which any applicable grace period shall not have expired, or that are being
contested in good faith by proper proceedings and for which adequate reserves have been
established, but only so long as foreclosure with respect to such a lien is not imminent and the
use and value of the property to which the Lien attaches is not impaired during the pendency of
such proceeding.



Perfection




     5. The Issuer has caused or will have caused, within ten days after the effective date of the
Indenture, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the sale of the Loans from
Purchaser to the Issuer, and the security interest in the Loans granted to the Indenture Trustee
hereunder and all financing statements referred to in this paragraph contain a statement that: “A
purchase of or security interest in any collateral described in this financing statement will
violate the rights of the Indenture Trustee.”.



     6. With respect to Loans that constitute an instrument or tangible chattel paper, either:



Schedule 1

1




 









 









     (a) Such instruments or tangible chattel paper are in the possession of a custodian and
the Indenture Trustee has received a written acknowledgment from the custodian that the
custodian is holding such instruments or tangible chattel paper to effect the Indenture
Trustee’s security interest therein; or




     (b) A custodian received possession of such instruments or tangible chattel paper after
the Indenture Trustee received a written acknowledgment from such custodian that such
custodian is acting to effect the Indenture Trustee’s security interest therein.



     7. With respect to the Trust Accounts and all subaccounts that constitute deposit accounts the
Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the bank
maintaining the deposit accounts has agreed to comply with all instructions originated by the
Indenture Trustee directing disposition of the funds in the Trust Accounts without further consent
by the Issuer.



Priority




     8. Other than the transfer of the Loans to the Issuer under the Purchase and Sale Agreement
and the security interest granted to the Indenture Trustee pursuant to the Indenture, neither the
Issuer nor the Purchaser has pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any of the Loans or the Trust Accounts or any subaccount thereof. Neither the Issuer nor
the Purchaser has authorized the filing of, or is aware of any financing statements against the
Issuer or the Purchaser that include a description of collateral covering the Loans or the Trust
Accounts or any subaccount thereof other than any financing statement relating to the security
interest granted to the Indenture Trustee hereunder or that has been terminated.



     9. Survival of Perfection Representations. Notwithstanding any other provision of the
Indenture or any other Related Document, the Perfection Representations contained in this Schedule
shall be continuing, and remain in full force and effect until such time as all Notes under the
Indenture have been finally and fully paid and performed.



     10. No Waiver. The parties to the Indenture: (i) shall not, without obtaining a
confirmation of the then-current rating of the Notes, waive any of the Perfection Representations;
(ii) shall provide the Ratings Agencies with prompt written notice of any breach of the Perfection
Representations, and (iii) shall not, without obtaining a confirmation of the then-current rating
of the Notes (as determined after any adjustment or withdrawal of the ratings following notice of
such breach) waive a breach of any of the Perfection Representations.



     11. Issuer to Maintain Perfection and Priority. The Issuer covenants that, in order
to evidence the interests of the Issuer and the Indenture Trustee under this Agreement, the Issuer
shall or shall cause the Servicer to, take such action, or execute and deliver such instruments
(other than effecting a Filing (as defined below), unless such Filing is effected in accordance
with this paragraph) as may be necessary or advisable (including, without limitation, such actions
as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest,
the Indenture Trustee’s security interest in the Collateral. The Issuer shall cause the Servicer
to, from time to time and within the time limits established by law, prepare and present to the
Indenture Trustee for the Indenture Trustee to authorize (based in reliance on the Opinion



Schedule 1

2




 









 







of Counsel hereinafter provided for) the Servicer to file all financing statements,
amendments, continuations, initial financing statements in lieu of a continuation statement,
terminations, partial terminations, releases or partial releases, or any other filings necessary or
advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the
Collateral as a first-priority interest (each a “Filing”). The Issuer shall cause the Servicer to,
present each such Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the
effect that such Filing is (i) consistent with grant of the security interest to the Indenture
Trustee pursuant to the Granting Clause of this Indenture, (ii) satisfies all requirements and
conditions to such Filing in this Indenture and (iii) satisfies the requirements for a Filing of
such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform
Commercial Code does not apply, the applicable statute governing the perfection of security
interests), and (y) a form of authorization for the Issuer’s signature authorizing the Servicer to
effect such Filing under the Uniform Commercial Code without the signature of the Issuer where
allowed by applicable law.




Schedule 1

3