exv10w8






EXECUTION VERSION




INDENTURE




among




LEAF II RECEIVABLES FUNDING, LLC,

as Issuer,




U.S. BANK NATIONAL ASSOCIATION,

as Trustee,




and




U.S. BANK NATIONAL ASSOCIATION,

as Custodian




Equipment Contract Backed Notes, Series 2007-1, Class A-1,

Equipment Contract Backed Notes, Series 2007-1, Class A-2,

Equipment Contract Backed Notes, Series 2007-1, Class A-3

and

Equipment Contract Backed Notes, Series 2007-1, Class B




dated as of June 1, 2007




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	PAGE
	 	 	 
	 	 
	ARTICLE I	 	Definitions
	 	2
	Section 1.01
	 	Definitions
	 	2
	Section 1.02
	 	Certain Rules of Construction
	 	2
	 	 	 
	 	 
	ARTICLE II	 	Note Form
	 	2
	Section 2.01
	 	Form Generally
	 	2
	Section 2.02
	 	Multiple Classes of Notes; Form for Each Class;
Rights of Each Class
	 	2
	Section 2.03
	 	Denomination
	 	6
	Section 2.04
	 	Execution, Authentication, Delivery and Dating
	 	6
	Section 2.05
	 	Issuance of Definitive Notes
	 	6
	Section 2.06
	 	Registration, Registration of Transfer and Exchange
	 	7
	Section 2.07
	 	Limitation on Transfer and Exchange
	 	7
	Section 2.08
	 	Mutilated, Destroyed, Lost or Stolen Note
	 	14
	Section 2.09
	 	Payment of Principal and Interest; Rights Preserved
	 	15
	Section 2.10
	 	Persons Deemed Owner
	 	16
	Section 2.11
	 	Cancellation
	 	16
	Section 2.12
	 	Notices to Security Depository
	 	16
	Section 2.13
	 	Tax Treatment; Withholding Taxes
	 	16
	 	 	 
	 	 
	ARTICLE III	 	Substitution of Contracts
	 	17
	Section 3.01
	 	Conditions Precedent to the Substitution of Contract Assets
	 	17
	 	 	 
	 	 
	ARTICLE IV	 	Issuance of Notes; Certain Issuer Obligations
	 	19
	Section 4.01
	 	Conditions to Issuance of Notes
	 	19
	Section 4.02
	 	Security for Notes
	 	22
	Section 4.03
	 	Review of Contract Files
	 	23
	Section 4.04
	 	Defective Contracts
	 	24
	Section 4.05
	 	Reserved
	 	25
	Section 4.06
	 	Administration of the Contract Assets
	 	25
	Section 4.07
	 	Releases
	 	26
	 	 	 
	 	 
	ARTICLE V	 	Satisfaction and Discharge
	 	27
	Section 5.01
	 	Satisfaction and Discharge of Indenture
	 	27
	 	 	 
	 	 
	ARTICLE VI	 	Defaults and Remedies
	 	27
	Section 6.01
	 	Events of Default
	 	27
	Section 6.02
	 	Acceleration of Maturity; Rescission and Annulment
	 	28
	Section 6.03
	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	29






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	 	 	 	 	PAGE
	 
	Section 6.04
	 	Remedies
	 	30
	Section 6.05
	 	Optional Preservation of Collateral
	 	30
	Section 6.06
	 	Trustee May File Proofs of Claim
	 	31
	Section 6.07
	 	Trustee May Enforce Claims Without Possession of Notes
	 	31
	Section 6.08
	 	Application of Money Collected
	 	32
	Section 6.09
	 	Limitation on Suits
	 	32
	Section 6.10
	 	Unconditional Right of the Noteholders to Receive
Principal and Interest
	 	32
	Section 6.11
	 	Restoration of Rights and Remedies
	 	32
	Section 6.12
	 	Rights and Remedies Cumulative
	 	33
	Section 6.13
	 	Delay or Omission Not Waiver
	 	33
	Section 6.14
	 	Control by Control Party
	 	33
	Section 6.15
	 	Waiver of Certain Events by the Control Party
	 	33
	Section 6.16
	 	Additional Rights of Class B Noteholders After an Event of Default
	 	34
	Section 6.17
	 	Waiver of Stay or Extension Laws
	 	36
	Section 6.18
	 	Sale of Collateral
	 	36
	Section 6.19
	 	Action on Notes
	 	37
	 	 	 
	 	 
	ARTICLE VII	 	The Trustee
	 	37
	Section 7.01
	 	Certain Duties and Responsibilities
	 	37
	Section 7.02
	 	Notice of Default and Other Events
	 	39
	Section 7.03
	 	Certain Rights of Trustee
	 	39
	Section 7.04
	 	Not Responsible for Recitals or Issuance of Notes
	 	41
	Section 7.05
	 	May Not Hold Notes
	 	42
	Section 7.06
	 	Money Held in Trust
	 	42
	Section 7.07
	 	Compensation and Reimbursement
	 	42
	Section 7.08
	 	Corporate Trustee Required; Eligibility
	 	43
	Section 7.09
	 	Resignation and Removal; Appointment of Successor
	 	43
	Section 7.10
	 	Acceptance of Appointment by Successor
	 	44
	Section 7.11
	 	Merger, Conversion, Consolidation or Succession to Business of
Trustee
	 	45
	Section 7.12
	 	Co-Trustees and Separate Trustees
	 	45
	Section 7.13
	 	Maintenance of Office or Agency; Initial Appointment of Payment
Agent
	 	46
	Section 7.14
	 	Appointment of Authenticating Agent
	 	47
	Section 7.15
	 	Appointment of Paying Agent other than Trustee; Money for Note
Payments to be Held in Trust
	 	48
	Section 7.16
	 	Rights with Respect to the Servicer and Back-up Servicer
	 	49
	Section 7.17
	 	Representations and Warranties of the Trustee
	 	49
	 	 	 
	 	 
	ARTICLE VIII	 	The Custodian
	 	50
	Section 8.01
	 	Appointment of Custodian
	 	50
	Section 8.02
	 	Removal of Custodian
	 	50






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	 	 	 	 	PAGE
	 
	Section 8.03
	 	Termination by Custodian
	 	51
	Section 8.04
	 	Limitations on the Custodian’s Responsibilities
	 	51
	Section 8.05
	 	Limitation on Liability
	 	53
	Section 8.06
	 	Custodian Obligations Regarding Genuineness of Documents
	 	53
	Section 8.07
	 	Force Majeure
	 	53
	 	 	 
	 	 
	ARTICLE IX	 	the Class A Insurance Policy
	 	53
	Section 9.01
	 	Claims Under Class A Insurance Policy
	 	53
	Section 9.02
	 	Preference Claims Under Class A Insurance Policy
	 	55
	Section 9.03
	 	Collateral and Trust Accounts Held for Benefit of Note Insurer
	 	56
	Section 9.04
	 	Preservation of the Note Insurer’s Rights
	 	56
	Section 9.05
	 	Pending Litigation
	 	56
	Section 9.06
	 	Note Insurer’s Rights
	 	56
	Section 9.07
	 	Notices to Note Insurer
	 	57
	Section 9.08
	 	Surrender of Class A Insurance Policy
	 	57
	 	 	 
	 	 
	ARTICLE X	 	Supplemental Indentures
	 	57
	Section 10.01
	 	Supplemental Indentures without Consent of the Noteholders
	 	57
	Section 10.02
	 	Supplemental Indentures with Consent of the Noteholders
	 	58
	Section 10.03
	 	Execution of Supplemental Indentures
	 	59
	Section 10.04
	 	Effect of Supplemental Indentures
	 	59
	Section 10.05
	 	Reference in Notes to Supplemental Indentures
	 	60
	Section 10.06
	 	Amendments Affecting Note Insurer; Consent of Note Insurer
	 	60
	Section 10.07
	 	Amendments to the Lockbox Intercreditor Agreement
	 	60
	 	 	 
	 	 
	ARTICLE XI	 	Redemptions and Prepayments of Notes
	 	60
	Section 11.01
	 	Redemptions of Notes
	 	60
	Section 11.02
	 	Notice to Trustee
	 	60
	Section 11.03
	 	Notice of Redemptions to Noteholders
	 	61
	Section 11.04
	 	Amounts Payable on Redemption Date
	 	61
	Section 11.05
	 	Release of Contract Assets in Connection with Redemptions
	 	62
	 	 	 
	 	 
	ARTICLE XII	 	Representations, Warranties and Covenants
	 	62
	Section 12.01
	 	Representations and Warranties
	 	62
	Section 12.02
	 	Covenants
	 	68
	 	 	 
	 	 
	ARTICLE XIII	 	Accounts and Accountings
	 	74
	Section 13.01
	 	Collection of Money
	 	74
	Section 13.02
	 	Establishment of Trust Accounts
	 	75






iii









 






	 	 	 	 	 
	 	 	 	 	PAGE
	 
	Section 13.03
	 	Collection Account
	 	76
	Section 13.04
	 	Reserve Account
	 	80
	Section 13.05
	 	Servicer Transition Account
	 	80
	Section 13.06
	 	Reports to the Noteholders
	 	81
	Section 13.07
	 	Monthly Servicing Reports
	 	81
	 	 	 
	 	 
	ARTICLE XIV	 	Provisions of General Application
	 	82
	Section 14.01
	 	General Provisions
	 	82
	Section 14.02
	 	Acts of Noteholders
	 	82
	Section 14.03
	 	Notices
	 	82
	Section 14.04
	 	Notices to Noteholders; Waiver
	 	83
	Section 14.05
	 	Successors and Assigns
	 	84
	Section 14.06
	 	Severability; No Waiver
	 	84
	Section 14.07
	 	Benefits of Indenture Limited to Parties and Express Third Party
Beneficiaries
	 	84
	Section 14.08
	 	Legal Holidays
	 	84
	Section 14.09
	 	Governing Law; Waiver of Jury Trial; Consent to Jurisdiction
	 	84
	Section 14.10
	 	Counterparts; Entire Agreement
	 	85
	Section 14.11
	 	Notifications
	 	85
	Section 14.12
	 	No Petition
	 	85
	Section 14.13
	 	Assignment
	 	85
	Schedule I	 	Contract Schedule
	 	 
	Schedule II	 	Definitions Annex
	 	 






iv









 








	 	 	 
	 	 	PAGE  

	 	 	 
	EXHIBITS	 	 
	 
	A-1a

	 	Form of Global Class A-1 Note
	A-1b

	 	Form of Definitive Class A-1 Note
	A-2a

	 	Form of Global Class A-2 Note
	A-2b

	 	Form of Definitive Class A-2 Note
	A-3a

	 	Form of Global Class A-3 Note
	A-3b

	 	Form of Definitive Class A-3 Note
	B-1

	 	Form of Global Class B Note
	B-2

	 	Form of Definitive Class B Note
	C

	 	Reserved.
	D-1

	 	Form of Request for Release
	D-2

	 	Form of Return of Documents to Custodian
	E

	 	Form of Custodian and Trustee Certificate Re: Substitutions
	F

	 	Form of Release Agreement Re: Existing Indebtedness
	G

	 	Form of Temporary Regulation S Certificate
	H

	 	Form of Global Note Transfer Certificate
	I

	 	Form of Investor Certificate
	J

	 	Form of Substitution Certificate
	K

	 	Swap Agreement







v











 





     This Indenture, dated as of June 1, 2007 (as amended, supplemented or modified from time to
time, this “Indenture”), is entered into among LEAF II RECEIVABLES FUNDING, LLC, a Delaware limited
liability company, as Issuer and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
Trustee and as Custodian.



PRELIMINARY STATEMENT




     The Issuer has duly authorized the execution and delivery of this Indenture to provide for the
issuance of its Equipment Contract Backed Notes, Series 2007-1 (the “Notes”), issuable as provided
in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and
security of the Noteholders and the Note Insurer. The Issuer, the Servicer, and the Back-up
Servicer are entering into this Indenture, and the Trustee is accepting the trusts created hereby,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.



     All things necessary to make this Indenture a valid agreement of the Issuer, the Trustee and
the Custodian in accordance with its terms have been done.



GRANTING CLAUSE




     To secure the payment of the principal of and interest on the Notes in accordance with their
terms, the payment of all sums payable under this Indenture and the other Transaction Documents and
the performance of the covenants contained in this Indenture and the other Transaction Documents,
the Issuer hereby Grants to the Trustee, solely in trust and as collateral security as provided in
this Indenture, for the benefit of the Secured Parties, a security interest in all of the Issuer’s
“accounts,” “deposit accounts,” “chattel paper,” “payment intangibles,” “commercial tort claims,”
“supporting obligations,” “promissory notes,” “letter-of-credit rights,” “documents,” “goods,”
“fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investment property,”
“proceeds” (as each of the foregoing terms is defined in the UCC), rights, interests and property
(whether now owned or hereafter acquired or arising), including the Issuer’s right, title and
interest (whether now owned or hereafter acquired or arising) in and to and under the following:
(a) the Contracts listed on the Contract Schedule; (b) the related Contract Assets; (c) the
Assignment Agreements; (d) any rights of the Issuer under each Purchase and Sale Agreement and any
Acquisition Agreements; (e) any rights of the Issuer under the Servicing Agreement; (f) the Reserve
Account, the Collection Account and the Servicer Transition Account and all amounts from time to
time on deposit therein (including any Eligible Investments, investment property and other property
at any time and from time to time in such accounts), except that the Class B Noteholders shall have
no right, title or interest in or to any proceeds of the Class A Insurance Policy that may be
deposited therein; (g) all amounts from time to time on deposit in the Lockbox Account with respect
to the Contracts and the Equipment; (h) the interest of the Issuer in the Equipment; (i) any
Insurance Policy and Insurance Proceeds; (j) the Swap Agreement, including all net swap receipts
and Swap Termination Amounts received from the Swap Counterparty under the Swap Agreement; and (k)
all income, payments and proceeds of the foregoing (including, but not by way of limitation, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts,



 









 







insurance proceeds, condemnation awards, rights to payment of any and every kind, investment
property and other forms of obligations and receivables which at any time constitute all or part or
are included in the proceeds of any of the foregoing) (all of the foregoing being hereinafter
referred to as the “Collateral”). The foregoing Grant, transfer, assignment, set over and
conveyance does not constitute and is not intended to result in a creation or an assumption by the
Trustee or the Secured Parties of any obligation of the Issuer, the Servicer or any other Person in
connection with the Collateral or under any agreement or instrument relating thereto. In
furtherance and not in limitation of the foregoing, the Issuer hereby assigns to the Trustee, for
the benefit of the Secured Parties, all of its right, title and interest in and to all liens and
security interests in any assets, and all UCC financing statements related thereto.



     The Trustee acknowledges its acceptance on behalf of the Secured Parties of a security
interest in all of the Issuer’s right, title and interest in and to the Collateral and declares
that it shall maintain the Collateral in accordance with the provisions hereof.



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. Except as otherwise expressly provided herein or unless the
context otherwise requires, capitalized terms used but not otherwise defined herein have the
meaning set forth in the Definitions Annex attached hereto as Schedule II.



     Section 1.02 Certain Rules of Construction. Unless the context of this Indenture
clearly requires otherwise: (a) references to the plural include the singular and to the singular
include the plural; (b) references to any gender include any other gender; (c) the words “include”
and “including” are not limiting; (d) the words “hereof,” “herein,” “hereby,” and “hereunder,” and
any other similar words, refer to this Indenture as a whole and not to any particular provision
hereof; and (e) article, section, subsection, clause, exhibit, and schedule references are to this
Indenture. Article, section, and subsection headings are for convenience of reference only, shall
not constitute a part of this Indenture for any other purpose, and shall not affect the
construction of this Indenture. All exhibits and schedules attached hereto are incorporated herein
by this reference. Any reference herein to this Indenture or any other agreement, document, or
instrument includes all permitted alterations, amendments, changes, extensions, modifications,
renewals, or supplements thereto or thereof, as applicable.



ARTICLE II

NOTE FORM




     Section 2.01 Form Generally. The Notes and the related certificates of authentication
shall be in substantially the form described in this Indenture, with such appropriate insertions,
omissions, substitutions and other variations as are expressly required or permitted by this
Indenture. The Notes may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon, as may, consistently herewith, be determined appropriate by
the officers executing such Notes, as evidenced by their execution of the Notes. The terms of each
Note are intended to be incorporated into this Indenture.



     Section 2.02 Multiple Classes of Notes; Form for Each Class; Rights of Each Class.



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This Indenture provides for the issuance by the Issuer of four classes of Notes, the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class B Notes. Each Note shall bear upon
its face the designation of the Class to which it belongs. Each Class A-1 Note issued in the form
of a Global Note shall be in the form of Exhibit A-1a attached hereto and each Class A-1
Note issued in the form of a Definitive Note shall be in the form of Exhibit A-1b attached
hereto. Each Class A-2 Note issued in the form of a Global Note shall be in the form of
Exhibit A-2a attached hereto and each Class A-2 Note issued in the form of a Definitive
Note shall be in the form of Exhibit A-2b attached hereto. Each Class A-3 Note issued in
the form of a Global Note shall be in the form of Exhibit A-3a attached hereto and each
Class A-2 Note issued in the form of a Definitive Note shall be in the form of Exhibit A-3b
attached hereto. Each Class B Note issued in the form of a Global Note shall be in the form of
Exhibit B-1 attached hereto and each Class B Note issued in the form of a Definitive Note
shall be in the form of Exhibit B-2 attached hereto. All Notes in the same Class shall be
in substantially identical form except for differences in registration information and denomination
and such other variations as may be permitted by this Indenture.




     (a) Global Notes. The Notes are being offered and sold by the Issuer to the Initial
Purchaser pursuant to the Note Purchase Agreement.



     Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form
of Rule 144A Global Notes, which shall be delivered by the Trustee to the Security Depository or
pursuant to the Security Depository’s instructions, and registered in the name of the Security
Depository or a nominee of the Security Depository, duly executed by the Issuer and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global
Notes may from time to time be increased (up to the maximum authorized amount) or decreased by
adjustments made on the records of the Trustee and the Security Depository or its nominee as
hereinafter provided. The Trustee shall not be liable for any error or omission by the Security
Depository in making such record adjustments and the records of the Trustee shall be controlling
with regard to the outstanding principal amount of Rule 144A Global Notes hereunder.



     Notes offered and sold in reliance on Regulation S shall be issued initially in the form of
the Regulation S Temporary Global Note and shall be delivered by the Trustee to the Security
Depository or pursuant to the Security Depository’s instructions, and registered in the name of the
Security Depository or the nominee of the Security Depository for the investors’ respective
accounts at Euroclear Bank S.A./N.V. as operator of and banker to the Euroclear System
(“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”), duly executed by the Issuer
and authenticated by the Trustee as hereinafter provided. The “40-day restricted period” (as
defined in Regulation S) shall be terminated upon the receipt by the Trustee of a written
certificate substantially in the form of Exhibit G attached hereto from each prospective
Note Owner, together with copies of certificates from Euroclear and Clearstream, certifying that
they have received certification from 100% of the aggregate principal amount of the Regulation S
Temporary Global Note that such Note Owners (i) are not U.S. Persons and (ii) purchased such
beneficial interest in an offshore transaction. Following the termination of the 40-day restricted
period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in Regulation S Permanent Global Notes which will be deposited with the
Trustee, as custodian, and registered in the name of a nominee of the Security Depository.



-3-









 




Simultaneously with the authentication of the Regulation S Permanent Global Notes, the Trustee
shall cancel the Regulation S Temporary Global Note. Notwithstanding any other provision of this
Indenture, the Trustee shall not (i) pay interest or principal on any beneficial interest of the
Regulation S Temporary Global Note or (ii) permit any exchange of any beneficial interest in the
Regulation S Temporary Global Note for a beneficial interest in the Regulation S Permanent Global
Note with respect to any beneficial interest held by any Note Owner that has not provided to the
Trustee a written certificate in substantially the form attached hereto as Exhibit G. The
aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent
Global Notes may from time to time be increased (up to the maximum authorized amount) or decreased
by adjustments made on the records of the Trustee and the Security Depository or its nominee, as
the case may be, in connection with transfers of interest as hereinafter provided. The Trustee
shall incur no liability for any error or omission of the Security Depository in making such record
adjustments and the records of the Trustee shall be controlling with regard to the outstanding
principal amount of Regulation S Global Notes hereunder.




     Each Global Note shall represent such of the outstanding Notes as shall be specified therein
and each shall provide that it shall represent the aggregate amount of outstanding Notes from time
to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee, or by the Note Registrar at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.07 hereof.



     The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of
Clearstream shall be applicable to interests in the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes that are held by the members of, or participants in, the
Security Depository (the “Agent Members”) through Euroclear or Clearstream.



     Except as set forth in Section 2.07 hereof, the Global Notes may be transferred, in whole and
not in part, only to another nominee of the Security Depository or to a successor of the Security
Depository or its nominee.



     (b) Book-Entry Provisions. This Section 2.02(b) shall apply only to the Rule 144A
Global Notes and the Regulation S Permanent Global Notes deposited with or on behalf of the
Security Depository.



     The Issuer shall execute and the Trustee shall, in accordance with this Section 2.02(b),
authenticate and deliver one Global Note for each Class of Notes which shall be (i) registered in
the name of the Security Depository or the nominee of the Security Depository and (ii) delivered by
the Trustee to the Security Depository or pursuant to the Security Depository’s instructions.



     Agent Members shall have no rights either under this Indenture with respect to any Global Note
held on their behalf by the Security Depository or by the Trustee as custodian for



-4-









 







the Security Depository or under such Global Notes, and the Security Depository may be treated
by the Issuer, the Trustee, the Note Insurer and any agent of the Issuer, the Trustee or the Note
Insurer as the absolute owner of such Global Notes for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Note Insurer or any agent
of the Issuer, the Trustee or the Note Insurer from giving effect to any written certification,
proxy or other authorization furnished by the Security Depository or impair, as between the
Security Depository and its Agent Members, the operation of customary practices of such Security
Depository governing the exercise of the rights of an owner of a beneficial interest in any Global
Notes.



     The Note Registrar, the Note Insurer and the Trustee shall treat the Security Depository for
all purposes of this Indenture (including the payment of principal of and interest on the Notes and
the giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have
no obligation to the Note Owners.



     The rights of Note Owners shall be exercised only through the Security Depository and shall be
limited to those established by law and agreements between such Note Owners and the Security
Depository and/or the Agent Members. The initial Security Depository will make book-entry
transfers among the Agent Members and receive and transmit payments of principal of and interest on
the Notes to such Agent Members with respect to such Global Notes.



     Whenever this Indenture requires or permits actions to be taken based upon instructions or
directions of Holders of Notes evidencing a specified percentage of the Outstanding amount of the
Notes, the Security Depository shall be deemed to represent such percentage only to the extent that
it (i) has received instructions to such effect from Note Owners and/or Agent Members owning or
representing, respectively, such required percentage of the beneficial interest in the Notes and
(ii) has delivered such instructions to the Trustee.



     (c) Definitive Notes. Except as provided in Section 2.05, owners of beneficial
interests in Global Notes will not be entitled to receive physical delivery of certificated
definitive, fully registered Notes (any such Notes, the “Definitive Notes”). The Definitive Notes
shall be typewritten, printed, lithographed or engraved or produced by any combination of these
methods, all as determined by the officers executing such Notes, as evidenced by their execution of
such Notes.



     (d) Each Note issued under this Indenture shall be in all respects equally and ratably secured
with each other Note by the Collateral Granted by the Issuer hereunder, except that the Class B
Notes are not entitled to the benefits of the Class A Insurance Policy, any proceeds therefrom or
any other benefit to be derived therefrom. Each Note shall be 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.
Notwithstanding the foregoing, all cash amounts shall be applied by the Trustee in accordance with
the express provisions hereof and the rights of the Holders of the Class B Notes (1) to receive
payments of interest in respect of the Class B Notes on any Payment Date, on the Stated Maturity
Date or on any Redemption Date shall be subordinate to the rights of the Holders of Class A Notes
to receive payment of interest on the Class A Notes and to certain other payments as set forth in
Section 13.03 and others entitled to receive payments thereunder and (2) to receive



-5-









 







payments of principal in respect of the Class B Notes on any Payment Date, on the Stated
Maturity Date or on any Redemption Date shall be subordinate to the rights of the Holders of the
Class A Notes to receive principal paid on the Class A Notes and to certain payments, as set forth
in 13.03.



     Section 2.03 Denomination. The aggregate stated principal amount of the Class A-1
Notes that may be authenticated and delivered under this Indenture is $84,000,000, the aggregate
stated principal amount of the Class A-2 Notes that may be authenticated and delivered under this
Indenture is $77,000,000, the aggregate stated principal amount of the Class A-3 Notes that may be
authenticated and delivered under this Indenture is $101,320,000, the aggregate stated principal
amount of the Class B Notes that may be authenticated and delivered under this Indenture is
$14,530,000, except for Notes of the same Class authenticated and delivered upon registration of
transfer, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.06, 2.08 or 10.05.
The Notes shall be issuable only as registered Notes without coupons in the denominations of at
least $100,000 with respect to any Note and multiples of $1,000 for any amount in excess thereof;
provided that the foregoing shall not restrict or prevent the transfer, in accordance with
Sections 2.06 and 2.07, of any “stub” Note with a remaining Outstanding Note Balance of less than
$100,000 with respect to any Note.



     Section 2.04 Execution, Authentication, Delivery and Dating. The Notes shall be
executed on behalf of the Issuer by the manual or facsimile signature of one of its authorized
officers. Notes bearing the manual or facsimile signatures of individuals who were at any time
authorized officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or
any of them have ceased to hold such offices subsequent to the authentication or delivery of such
Notes.



     Each Note shall be dated as of the date of its authentication. 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 Trustee upon receipt of an Issuer Order or by any Authenticating Agent by the manual signature
of one of its authorized officers, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered hereunder.



     Section 2.05 Issuance of Definitive Notes. If Book-Entry Notes have been issued with
respect to any Class and (a) the Issuer advises the Trustee that the Security Depository is no
longer willing or able to discharge properly its responsibilities with respect to such Class and
the Trustee or the Issuer is unable to locate a qualified successor, (b) the Issuer at its option
elects to terminate the book-entry system through DTC, or (c) after the occurrence of an Event of
Default, Noteholders of not less than 50% of the Outstanding Note Balance of Notes of either Class
advise the Trustee and DTC that it is no longer in the best interests of such Class to have the
Notes of such Class in book-entry form, then upon surrender to the Trustee of any such Notes by the
Security Depository, accompanied by registration instructions from the Security Depository for
registration of Definitive Notes, the Issuer shall execute and the Trustee shall authenticate and
the Note Registrar shall deliver such Definitive Notes to the applicable Noteholders. Neither the
Issuer nor the 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. The Trustee shall



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recognize the Holders of such Definitive Notes as Noteholders hereunder.



     Section 2.06 Registration, Registration of Transfer and Exchange.



     (a) The Issuer shall cause to be kept a register (the “Note Register”) at the office of an
agent (the “Note Registrar”), in accordance with Section 7.13, and in which, subject to such
reasonable regulations as it may prescribe, the Note Registrar shall, on behalf of the Issuer,
provide for the registration, issuance and ownership of the Notes and the registration of transfers
of the Notes. The Trustee is hereby appointed the initial Note Registrar. The Note Insurer, each
Noteholder and, if the Note Registrar is someone other than the Trustee, the Trustee shall have the
right to examine the Note Register at all reasonable times and to rely conclusively upon an
Officer’s Certificate of the Note Registrar as to the names and addresses of the Noteholders and
the principal amounts and numbers of such Notes as held.



     (b) The Notes have not been registered under the Securities Act or the securities laws of any
jurisdiction. Consequently, the Notes are not transferable other than pursuant to Rule 144A or
Regulation S. Each Person who has or who acquires any Ownership Interest in a Note shall be deemed
by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the
provisions of this Section 2.06.



     (c) With respect to any Definitive Note, at the option of the Noteholder thereof, Notes may be
exchanged for other Notes of any authorized denominations (together with any “stub note” reflecting
the remaining principal balance of such Note(s) that is less than the minimum authorized
denomination), aggregate principal amount and Stated Maturity Date, upon surrender of the Notes to
be exchanged at the Corporate Trust Office. Whenever any Notes are so surrendered for exchange,
the Issuer shall execute, and the Trustee or its agents shall authenticate and deliver, the Notes
which the Noteholder making the exchange is entitled to receive.



     (d) With respect to any Definitive Note, any Definitive Note presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed. All Notes issued upon
any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer,
evidencing the same rights, and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange. No service charge shall be charged to
a Noteholder for any registration of transfer or exchange of Notes, but the Issuer and the Trustee
may 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.



     Section 2.07 Limitation on Transfer and Exchange. (a) The transfer and exchange of
Global Notes or beneficial interests therein shall be effected through the Security Depository, in
accordance with this Indenture and the procedures of the Security Depository therefor, which shall
include restrictions on transfer comparable to those set forth herein to the extent required by the
Securities Act. Beneficial interests in a Global Note may be transferred to persons who take
delivery thereof in the form of a beneficial interest in the same Global Note in accordance with
the transfer restrictions set forth in the legend in subsection (d)(xii) of Section 2.07.
Transfers of



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beneficial interests in the Global Notes to persons required or permitted to take delivery
thereof in the form of an interest in another Global Note shall be permitted as follows:




     (i) Rule 144A Global Note to Regulation S Global Note. If, at any time, an
owner of a beneficial interest in a Rule 144A Global Note deposited with the Security
Depository (or the Trustee as custodian for the Security Depository) wishes to transfer its
interest in such Rule 144A Global Note to a person who will take delivery thereof in the
form of an interest in a Regulation S Global Note, such owner shall, subject to compliance
with the applicable procedures described herein (the “Applicable Procedures”), exchange or
cause the exchange of such interest for an equivalent beneficial interest in a Regulation S
Global Note as provided in this Section 2.07(a)(i). Upon receipt by the Trustee of (1)
instructions given in accordance with the Applicable Procedures from an Agent Member
directing the Trustee to credit or cause to be credited a beneficial interest in the
Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A
Global Note to be exchanged, (2) a written order given in accordance with the Applicable
Procedures containing information regarding the participant account of the Security
Depository and the Euroclear or Clearstream account to be credited with such increase, and
(3) a certificate in the form of Exhibit H attached hereto given by the transferor
of such beneficial interest stating that the transfer of such interest has been made in
compliance with the transfer restrictions applicable to the Global Notes and pursuant to and
in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Note
Registrar, shall instruct the Security Depository to reduce or cause to be reduced the
initial aggregate principal amount of the applicable Rule 144A Global Note and to increase
or cause to be increased the initial aggregate principal amount of the applicable Regulation
S Global Note by the initial principal amount of the beneficial interest in the Rule 144A
Global Note to be exchanged, to credit or cause to be credited to the account of the person
specified in such instructions a beneficial interest in the Regulation S Global Note equal
to the reduction in the initial aggregate principal amount of the Rule 144A Global Note, and
to debit, or cause to be debited, from the account of the person making such exchange or
transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or
transferred.




     (ii) Regulation S Global Note to Rule 144A Global Note. If, at any time an
owner of a beneficial interest in a Regulation S Global Note deposited with the Security
Depository or with the Trustee as custodian for the Security Depository wishes to transfer
its interest in such Regulation S Global Note to a person who will take delivery thereof in
the form of an interest in a Rule 144A Global Note, such owner shall, subject to the
Applicable Procedures, exchange or cause the exchange of such interest for an equivalent
beneficial interest in a Rule 144A Global Note as provided in this Section 2.07(a)(ii).
Upon receipt by the Trustee of (1) instructions from Euroclear or Clearstream, if
applicable, and the Security Depository, directing the Trustee, as Note Registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the
beneficial interest in the Regulation S Global Note to be exchanged, such instructions to
contain information regarding the participant account with the Security Depository to be
credited with such increase, (2) a written order given in accordance with the Applicable
Procedures containing information regarding the participant account of the Security
Depository and (3) a certificate in the form of Exhibit H hereto given by the
transferor of



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such beneficial interest stating (A) that the person transferring such interest in a
Regulation S Global Note reasonably believes that the person acquiring such interest in a
Rule 144A Global Note is a QIB and is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any
state of the United States or (B) that the transfer complies with the requirements of Rule
144A under the Securities Act and any applicable blue sky or securities laws of any state of
the United States, then the Trustee, as Note Registrar, shall instruct the Security
Depository to reduce or cause to be reduced the initial aggregate principal amount of such
Regulation S Global Note and to increase or cause to be increased the initial aggregate
principal amount of the applicable Rule 144A Global Note by the initial principal amount of
the beneficial interest in the Regulation S Global Note to be exchanged, and the Trustee, as
Note Registrar, shall instruct the Security Depository, concurrently with such reduction, to
credit or cause to be credited to the account of the person specified in such instructions a
beneficial interest in the applicable Rule 144A Global Note equal to the reduction in the
aggregate principal amount at maturity of such Regulation S Global Note and to debit or
cause to be debited from the account of the person making such transfer the beneficial
interest in the Regulation S Global Note that is being transferred.



     (b) Transfer and Exchange from Definitive Notes to Definitive Notes. When Definitive
Notes are presented by a Holder to the Note Registrar with a request:




     (i) to register the transfer of Definitive Notes in the form of other Definitive Notes;
or




     (ii) to exchange such Definitive Notes for an equal principal amount of Definitive
Notes of other authorized denominations, the Note Registrar shall register the transfer or
make the exchange as requested; provided, however, that the Definitive Notes presented or
surrendered for register of transfer or exchange:




     (A) shall be duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Note Registrar duly executed by such
Holder or by his attorney, duly authorized in writing; and




     (B) shall be accompanied by an Investment Letter substantially in the
form of Exhibit I attached hereto shall be delivered by the proposed
transferee to the Issuer and to the Trustee to the effect that such transfer
is in compliance with Rule 144A or Regulation S.



     (c) Restrictions on Transfer and Exchange of Global Notes. Notwithstanding any other
provision of this Indenture, a Global Note may not be transferred as a whole except by the Security
Depository to a nominee of the Security Depository or by a nominee of the Security Depository to
the Security Depository or another nominee of the Security Depository or by the Security Depository
or any such nominee to a successor Security Depository or a nominee of such successor Security
Depository.



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     (d) Each purchaser of a Note or an interest in a Note, other than the Initial Purchaser, will
be deemed to have represented and agreed as follows:




     (i) It understands that the Notes will be offered and may be resold by the Initial
Purchaser only to QIBs pursuant to Rule 144A or to Foreign Purchasers acquiring the Notes
outside the United States.




     (ii) It understands that the Notes have not been registered under, and were transferred
to it in a transaction not involving any public offering within the meaning of, the
Securities Act, and that if in the future it decides to re-offer, resell, pledge or
otherwise transfer such Notes it will do so only in accordance with applicable state
securities laws and (i) pursuant to Rule 144A to a Person whom the seller reasonably
believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its
own account or for the account of a QIB, whom the holder has informed that such re-offer,
resale, pledge or other transfer is being made in reliance on Rule 144A or to the Issuer
pursuant to the terms of the Indenture, or (ii) in an offshore transaction in accordance
with Regulation S (as indicated by the box checked by the transferor on the certificate of
transfer on the reverse of such security if such security is not in Book-Entry Form), but,
if such transfer is being effected by an Initial Foreign Purchaser or any Foreign Purchaser
who has purchased the Notes from an Initial Foreign Purchaser or from any Person other than
a QIB or an institutional accredited investor pursuant to this clause (ii) prior to the
expiration of the “40-day restricted period” (within the meaning of Regulation S under the
Securities Act), the transferee shall have certified to the Issuer and the Trustee that such
transferee is a non-U.S. Person (within the meaning of Regulation S) and that such
transferee is acquiring the Notes in an offshore transaction.




     (iii) It acknowledges that none of the Issuer, the Initial Purchaser or any Person
representing the Issuer or the Initial Purchaser has made any representation to it with
respect to the Issuer, any affiliates thereof or the offering or sale of the Notes, other
than the information contained in the Offering Circular. It is purchasing the Notes for its
own account, or for one or more investor accounts for which it is acting as a fiduciary or
agent, in each case for investment purposes only, and not with a view to, or for offer or
resale in connection with, any distribution thereof in violation of the Securities Act or
the applicable state securities laws, subject to any requirements of law that the
disposition of its property or the property of such investor account be at all times within
its or their control and subject to its or their ability to resell such Notes pursuant to
Rule 144A and Regulation S.




     (iv) If it is acquiring any Note as a fiduciary or agent for one or more investor
accounts, it represents that it has sole investment discretion with respect to such account
and that it has full power to make the acknowledgments, representations and agreements
contained herein on behalf of each such account.




     (v) It is either (1) a QIB purchasing for its own account or for the account of another
QIB and it, and such other Person (if applicable), are aware that the sale to it is being
made in reliance on Rule 144A, or (2) not a U.S. Person and is acquiring the Notes outside
of the United States in accordance with Regulation S.



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     (vi) It acknowledges that transfers of the Notes shall otherwise be subject in all
respects to the restrictions applicable thereto contained in this Indenture.




     (vii) (A) It is not (and for so long as it holds any Notes or an interest therein will
not be), and is not acting on behalf of (and for so long as it holds any Notes or an
interest herein will not be acting on behalf of), an “employee benefit plan” as defined in
Section 3(3) of ERISA that is subject to Title I of ERISA, a plan described in Section
4975(e)(1) of the Code or an entity which is deemed to hold the assets of any such plan
(“Plan Assets”) pursuant to 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of
ERISA (the “Plan Asset Regulation”) (each a “Benefit Plan Investor”), or (B) (i) its
purchase and continued holding of such Note will be covered by a statutory exemption or a
prohibited transaction class exemption issued by the United States Department of Labor, (ii)
at the time of acquisition the Notes are rated at least investment grade and (iii) it
believes that the Notes are properly treated as indebtedness without substantial equity
features for purposes of the Plan Asset Regulations and agrees to so treat such Notes.




     (viii) It acknowledges and agrees to treat the Notes as debt for all federal, state and
local income tax purposes.




     (ix) [Reserved.]




     (x) It is purchasing one or more Notes in an amount of at least $100,000, and it
understands that such Notes may be resold, pledged or otherwise transferred in an amount of
at least $100,000 (unless the outstanding principal amount of such Note shall be less than
$100,000.




     (xi) It understands that the Notes will bear a legend substantially to the following
effect unless the Issuer determines otherwise consistent with applicable law:




For Rule 144A Global Notes Only: Unless this Note is presented by an authorized
representative of the Depository Trust Company, a New York corporation (“DTC”), to
the Transferor of such Note (the “Transferor”) 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 the 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.




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A TRANSACTION



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MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A, PURCHASING
FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB AND TO WHOM NOTICE
IS GIVEN THAT RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR TO THE ISSUER PURSUANT TO THE TERMS OF THE INDENTURE, (B) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR (C) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT, AND (2) THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TO BE TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE INDENTURE RELATING TO THIS NOTE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING. EACH TRANSFEREE
ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER
AND THE SERVICER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT, A QIB
PURCHASING FOR THE ACCOUNT OF ANOTHER QIB, A NON-U.S. PERSON OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS UNDER)
REGULATION S UNDER THE SECURITIES ACT. EACH HOLDER HEREOF IS DEEMED TO REPRESENT
AND WARRANT EITHER (A) THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN
INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT
HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN
“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A
PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH
PLAN (“PLAN ASSETS”) PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION
3(42) OF ERISA (THE “PLAN ASSET REGULATION”) (EACH A “BENEFIT PLAN INVESTOR”), OR
(B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED
TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT
THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE AND (III) IT
BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL
EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT
SUCH NOTES. THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN



-12-









 







PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE.
ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF
THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




In addition to the legending set forth on a Rule 144A Book-Entry Note, Regulation S
Book-Entry Notes shall bear additional legending substantially to the following
effect unless the Issuer determines otherwise consistent with applicable law:




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




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	 	 	 	THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE PROCEDURES SPECIFIED IN THE INDENTURE.






     (xii) It acknowledges that the Issuer, the Servicer, the Initial Purchaser and others
will rely on the truth and accuracy of the foregoing acknowledgments, representations and
agreements, and agrees that if any of the foregoing acknowledgments, representations and
agreements deemed to have been made by it are no longer accurate, it shall promptly notify
the Issuer, the Servicer and the Initial Purchaser.



     (e) Except as otherwise required under the Note Purchase Agreement, the Initial Purchaser
shall not be required to deliver, and neither the Issuer nor the Trustee shall demand therefrom,
any of the certifications or opinions described in this Section 2.07 in connection with the initial
issuance of the Notes and the delivery thereof by the Issuer.



     Section 2.08 Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any mutilated Note
is surrendered to the Trustee or the Issuer, or the Trustee and the Issuer receive evidence to
their reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) in the case
of a destroyed, lost, or stolen Note, there is delivered to the Trustee and the Issuer such
security or indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee and the Issuer that such Note has been acquired by a bona fide
purchaser and provided that the requirements of Section 8-405 of the UCC are satisfied, the Issuer
shall execute and, upon a written request therefor by the Trustee and the Issuer shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
new Note of the same Class, tenor and Principal Balance, bearing a number not contemporaneously
outstanding. If, after the delivery of such new Note, a bona fide purchaser of the original Note in
lieu of which such new Note was issued presents such original Note for payment, the Trustee and the
Issuer shall be entitled to recover such new Note from the Person to whom it was delivered or any
Person taking title there from, except a bona fide purchaser, and the Trustee and the Issuer 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 Trustee and the Issuer, in connection therewith. If any
such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due
and payable in full, or shall have been called for redemption in full, instead of issuing a new
Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall
be surrendered.



     Upon the issuance of any new Note under this Section, the Issuer or the Note Registrar may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.



     Subject to the above provisions of this Section 2.08, every new Note issued pursuant to this
Section 2.08, in lieu of any destroyed, lost or stolen Note, shall constitute an original
additional contractual obligation of the Issuer, whether or not the 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.



-14-









 





     The provisions of this Section 2.08 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 2.09 Payment of Principal and Interest; Rights Preserved.



     (a) For each applicable Interest Accrual Period, the Notes of each Class shall accrue interest
on the Outstanding Note Balance thereof at the Note Rate applicable to such Class. All interest
and fees accrued hereunder on the Class A-1 Notes and the Class A-3 Notes shall be calculated on
the basis of the actual number of days in such Interest Accrual Period and a three-hundred-sixty
(360)-day year and shall accrue on a daily basis through the day preceding the Stated Maturity Date
and (to the extent that the payment of such interest shall be legally enforceable) on any overdue
payment of interest from the date such interest becomes due and payable (giving effect to any
applicable grace periods herein) until fully paid. All interest and fees accrued hereunder on the
Class A-2 Notes and the Class B Notes shall be calculated on the basis of a three-hundred-sixty
(360)-day year comprised of twelve 30-day months and shall accrue on a daily basis through the day
preceding the Stated Maturity Date and (to the extent that the payment of such interest shall be
legally enforceable) on any overdue payment of interest from the date such interest becomes due and
payable (giving effect to any applicable grace periods herein) until fully paid. All accrued
interest shall be due and payable in arrears on each Payment Date and shall be paid by the Trustee
to the Noteholders in accordance with Section 13.03. In making any interest payment, if the
interest calculation with respect to a Note shall result in a portion of such payment being less
than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent
adjustment shall be made in respect thereof.



     (b) The principal of each Note shall be payable on each Payment Date in installments beginning
on the Initial Payment Date and ending no later than the Stated Maturity Date thereof unless such
Note becomes due and payable at an earlier date by declaration of acceleration in accordance with
Article VI or call for redemption in accordance with Article XI. The installment of principal due
on the Class A-1 Notes on any Payment Date (other than the Stated Maturity Date) shall, to the
extent of cash flow available therefor in accordance with Section 13.03 on such Payment Date, be
paid as set forth in Section 13.03(d)(i). The installment of principal due on the Class A-2 Notes
on any Payment Date (other than the Stated Maturity Date) shall, to the extent of cash flow
available therefor in accordance with Section 13.03 on such Payment Date, be paid as set forth in
Section 13.03(d)(ii). The installment of principal due on the Class A-3 Notes on any Payment Date
(other than the Stated Maturity Date) shall, to the extent of cash flow available therefor in
accordance with Section 13.03 on such Payment Date, be paid as set forth in Section 13.03(d)(iii).
The installment of principal due on the Class B Notes on any Payment Date (other than Stated
Maturity Date) shall, to the extent of cash flow available therefor in accordance with Section
13.03 on such Payment Date, be paid as set forth in Section 13.03(d)(iv). All unpaid principal on
any Note (together with interest thereon and all other amounts due and payable hereunder or in
respect of the Notes) shall be due and payable in full on the Stated Maturity Date for such Note.
All reductions in the principal amount of a Note effected by payment of such installments of
principal shall be binding upon all future Noteholders of such Note and of any Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such
payment is noted on such Note. Principal shall be payable to Noteholders in the same Class on a
pro rata basis based upon the



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relative Outstanding Note Balance of the Notes in such Class as of
the related date of determination; provided that, if as a result of such proration a
portion of such principal would be less than $0.01, then such payment shall be decreased to the
nearest whole cent, and such portion shall be applied to the next succeeding principal payment.



     (c) The principal of and interest on the Notes, and other amounts payable to the Noteholders
under Section 13.03, are payable, through the Paying Agent on behalf of the Issuer, by check mailed
by first-class mail to the Person whose name appears as the Registered Holder of such Note on the
Note Register at the address of such Person as it appears on the Note Register or, at the option of
any Noteholder, by wire transfer in immediately available funds to the account specified in writing
to the Trustee by such Registered Holder at least two (2) Business Days prior to the Record Date
for the Payment Date on which wire transfers will commence, in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private
debts. All payments on the Notes shall be paid without any requirement of presentment. The Issuer
shall notify the Person in whose name a Note is registered at the close of business on the Record
Date immediately preceding the Payment Date on which the Issuer expects that the final installment
of principal of such Note will be paid. Such notice shall be mailed no later than the tenth
(10th) day prior to such Payment Date and shall specify the place where such Note may be
surrendered. Funds representing any such checks returned undeliverable shall be held in accordance
with Section 7.15. Each Noteholder shall promptly surrender its Note to the Trustee at the
Corporate Trust Office or in the case of mutilated, destroyed, lost or stolen Notes, as provided in
Section 2.08, upon payment of the final installment of principal of such Note.



     Section 2.10 Persons Deemed Owner. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Trustee, the Note Registrar, the Note Insurer, the Paying
Agent and any agent of any of the foregoing shall treat the Person in whose name any Note is
registered in the Note Register as the owner of such Note for the purpose of receiving payments of
principal and interest on such Note and for all other purposes whatsoever, whether or not such Note
be overdue, and none of the Issuer, the Trustee, the Note Insurer, the Note Registrar, the Paying
Agent or any agent of the foregoing shall be affected by notice to the contrary.



     Section 2.11 Cancellation. All Notes surrendered to the Trustee for payment,
registration of transfer or exchange (including Notes surrendered to any Person other than the
Trustee which shall be delivered to the Trustee) shall be promptly canceled by the Trustee. No
Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this
Section 2.11, except as expressly permitted by this Indenture. All canceled Notes held by the
Trustee shall be disposed of by the Trustee as is customary and in accordance with its standard
practice.



     Section 2.12 Notices to Security Depository. Whenever any notice or other
communication is required to be given to Noteholders of any Class with respect to which Book-Entry
Notes have been issued, unless and until Definitive Notes shall have been issued to the related
Noteholders, the Trustee shall give all such notices and communications to the applicable Security
Depository.



     Section 2.13 Tax Treatment; Withholding Taxes.



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     (a) The Issuer has structured the transaction contemplated by this Indenture and the Notes
with the intention that the Notes will qualify under applicable tax law as indebtedness of the
Issuer. The Issuer, the Trustee, the Servicer, the Note Insurer, the Back-up Servicer, each
Noteholder and each beneficial owner of a Note by acceptance of its Note or a beneficial interest
therein, each agree to treat the Notes as indebtedness of the Issuer for all tax purposes and
further agrees not to take any action inconsistent with such treatment, unless and to the extent
otherwise required by any taxing authority under applicable law.



     Notwithstanding anything in any Transaction Document to the contrary, effective from the date
of commencement of discussions with respect to the transactions contemplated by such documents, all
parties hereto, the Note Insurer and the Noteholders may disclose to any and all Persons, without
limitation of any kind, the U.S. Federal income tax treatment and tax structure of the Notes and
the transactions contemplated hereby and all materials of any kind, including tax opinions or other
tax analyses, if any, that are provided to such Persons regarding such tax treatment.



     (b) Notwithstanding any other provision in this Indenture to the contrary or the other
Transaction Documents, the Trustee, as Paying Agent for and on behalf of, and at the direction of
the Servicer, shall comply with any and all federal withholding requirements under applicable law,
as modified by the practice of any relevant taxing authority then in effect. If any withholding
tax is imposed on any payment by the Issuer (or allocation of income) under the Notes, such tax
shall reduce the amount otherwise payable to such Noteholder. Any amounts so withheld shall be
treated as having been paid to the related Noteholder for all purposes of this Indenture. Failure
of a Noteholder or a beneficial owner of a Note to provide the Trustee or other paying agent with
appropriate tax certificates may result in amounts being withheld from the payment to such
Noteholder or beneficial owner. In no event shall the consent of Noteholders be required for any
withholding.



ARTICLE III

SUBSTITUTION OF CONTRACTS




     Section 3.01 Conditions Precedent to the Substitution of Contract Assets. Each
acquisition of a Substitute Contract from the Partnership on any Acquisition Date is subject to the
conditions specified in Section 3.04 of the Servicing Agreement, including satisfaction of the
following conditions precedent on the relevant date specified below:



     (a) By 10:00 a.m. (New York time) on the third Business Day prior to any proposed Acquisition
Date, the Partnership shall have delivered the following items:




     (i) The Partnership shall have delivered to the Issuer, the Trustee, the Custodian, the
Back-up Servicer and the Note Insurer, a draft Substitution Certificate substantially in the
form set forth on Exhibit J attached hereto (the “Substitution Certificate”) and
Amendment to Contract Schedule containing the information required to be provided with
respect to the Substitute Contracts and related Contract Assets to be acquired on such
Acquisition Date, as specified in the definition of Contract Schedule, and a draft of the
Release Agreement relating to any Existing Indebtedness and the Issuer shall have delivered
or shall have caused to be delivered to the Custodian, the original



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Contracts described in
the proposed Amendment to Contract Schedule and the related Contract Files; and




     (ii) The Partnership shall have delivered to the Trustee and the Note Insurer a draft
Assignment Agreement with respect to each Substitute Contract to be acquired by the Issuer
on such Acquisition Date and to the satisfaction of the conditions precedent set forth in
this Section 3.01 and Section 3.04(b) of the Servicing Agreement.



     (b) By 1:00 p.m. (New York time) one (1) Business Day prior to the proposed Acquisition Date,
the Custodian shall deliver to the Issuer, the Note Insurer and the Trustee an executed Custodian
Certificate with respect to the Substitute Contracts to be so acquired, which certificate shall
contain the final Amendment to Contract Schedule and no exceptions (other than those exceptions
that shall have been approved in an Exception Report signed, or confirmed by e-mail, by the Control
Party);



     (c) By 11:00 a.m. (New York time) on the proposed Acquisition Date, the Partnership shall
cause to be delivered the final executed Assignment Agreement, Amendment to Contract Schedule and
Release Agreement along with a final executed Substitution Certificate, in each case, such document
or certificate containing changes from the draft certificates, draft Assignment Agreement or draft
Amendment to Contract Schedule, as applicable, delivered pursuant to Section 3.01(a)(ii) above, if
any, reflecting corrections or deletions of unapproved exceptions noted in the Exception Report to
the draft Assignment Agreement and/or the draft Amendment to Contract Schedule resulting from the
Custodian’s review of the Contracts to be substituted and the Contract Files related thereto
pursuant to Section 4.03(b). The Substitution Certificate shall confirm that (A) each Substitute
Contract is a Contract that satisfies each of the representations and warranties set forth in
Clause (C) or (D) of the related Assignment Agreement, (B) all applicable filings required under
Sections 4.01(a)(v) and 4.02 have been made or are in effect, (C) no Default, Event of Default,
Event of Servicing Termination or event which, with the passage of time or the giving of notice or
both, would cause a Default, Event of Default or Event of Servicing Termination to occur, shall
exist prior to or after giving effect to the substitution of such Contracts and (D) all other
conditions to the acquisition of Substitute Contracts applicable to it and specified in this
Section 3.01 and Section 3.04(b) of the Servicing Agreement have been satisfied.



     A document or certificate described in clause (a) or (b) above shall be regarded as timely
delivered if it is delivered by telecopy (with written confirmation of transmission) as of the
applicable time described above; provided that, the originally executed copy shall be
delivered by the applicable party promptly thereafter. If the Custodian, upon examination of the
Contract Files in accordance with Section 4.03(b), determines that such Contract Files do not
satisfy the requirements of Section 4.03(b) or is unable to confirm that such requirements have
been met by 1:00 p.m. (New York time) on the Business Day prior to the proposed Acquisition Date,
the Custodian shall notify the Trustee and the Note Insurer and shall not deliver an executed
Custodian Certificate pursuant to clause (b) without the prior written consent of the Control
Party.



     (d) With respect to any Contract substituted for an Early Termination Contract, the Issuer
shall be allowed to use the Collections received in respect thereof to purchase a new




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Substitute Contract in lieu of distributing such Collections in accordance with Section 13.03,
provided that, such purchase of a Substitute Contract shall occur simultaneously with the Issuer’s
receipt of such Collections or such Collections shall be held not later than the Payment Date (or
the then current Collection Period) on deposit in the Collection Account until such Substitute
Contract is so purchased; provided, further, that if such Substitute Contract is not purchased on
or before the immediately following Payment Date such Collections shall be disbursed in accordance
with Section 13.03. Any Substitute Contract so substituted for such Early Termination Contract,
and related Contract Assets, must meet the same requirements as those specified in the form of
Assignment Agreement attached to the related Purchase and Sale Agreement.




     (e) If a Contract is to be removed and replaced with another lease or equipment finance
contract transferred to the Issuer by the Partnership pursuant to the Servicing Agreement, such
“substitute” lease or equipment finance contract shall become a Contract for all purposes of the
Transaction Documents and may be referred to as a Substitute Contract. Acquisition of any
Substitute Contract shall be subject to the satisfaction of the conditions described in Article III
of this Indenture.



     (f) Upon satisfaction of the conditions specified in Section 4.04 and this Section 4.05, and
any conditions to the repurchase of Contracts under the applicable Purchase and Sale Agreement or
the Servicing Agreement (as the case may be), the Trustee shall, upon receipt of the Contract
Repurchase Price and the Request for Release, release the Contract and related Contract Assets
being repurchased by the related Transferor or purchased by the Servicer from the Lien of this
Indenture.



     (g) In addition to the conditions specified above, at no time may the aggregate Discounted
Contract Balances of Substitute Contracts (as measured on their respective Cut-Off Dates) exceed
5.4% of the aggregate Discounted Pool Balance as of the Closing Date.



ARTICLE IV

ISSUANCE OF NOTES; CERTAIN ISSUER OBLIGATIONS




     Section 4.01 Conditions to Issuance of Notes. All Notes shall be executed by the
Issuer and delivered to the Trustee for authentication. The Notes issued on the Closing Date shall
be authenticated and delivered by the Trustee upon Issuer Order and upon satisfaction of the
following conditions precedent:



     (a) receipt by the Trustee and the Note Insurer, or their agents, of the following, in form
and substance satisfactory to the Control Party, which satisfaction shall be evidenced to the
Trustee by receipt of item 4.01(a)(xv) below from the Control Party:




     (i) a copy of an officially certified document, dated not more than ten (10) days prior
to the Closing Date, evidencing the due organization and good standing of each of the
Issuer, the Servicer, the Partnership and each Transferor;




     (ii) certified copies of the organizational documents (together with all amendments
thereto) of the Issuer, the Servicer, the Partnership and each Transferor, along with
certified resolutions or certified executed consents of each of the Issuer, the



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Servicer, the Partnership and each Transferor, authorizing the execution, delivery and
performance of the Transaction Documents and the transactions contemplated by the
Transaction Documents by such entities and certificates evidencing the incumbency of the
officers executing such Transaction Documents;




     (iii) certified copies of requests for information or copies (or a similar search
report certified by a party acceptable to the Control Party), dated a date reasonably near
to the Closing Date (no earlier than ten (10) days prior to the Closing Date), listing all
effective tax and judgment liens and financing statements which name the Partnership (under
its present name and any previous name) or any Transferor as debtor and which are filed in
the jurisdictions in which the statements referred to in clause (v)(1) below were or are to
be filed, together with copies of such tax and judgment liens and financing statements (none
of which, other than financing statements naming the party under the Transaction Documents
to which transfers (including grants of security interests) thereunder purport to have been
made, shall cover any of the property purported to be conveyed thereunder);




     (iv) certified copies of requests for information or copies (or a similar search report
certified by a party acceptable to the Control Party), dated a date reasonably near to the
Closing Date (no earlier than ten (10) days prior to the Closing Date), listing all
effective tax and judgment liens and financing statements which name Issuer (under its
present name and any previous name) as debtor and which are filed in the jurisdictions in
which the statements referred to in clause (v)(2) below were or are to be filed, together
with copies of such tax and judgment liens and financing statements (none of which, other
than financing statements naming the party under the Transaction Documents to which
transfers (including grants of security interests) thereunder purport to have been made,
shall cover any of the property purported to be conveyed thereunder);




     (v) except as otherwise provided below, evidence of filing (or evidence of delivery for
filing to the appropriate filing offices) of, and each of the following, together with
evidence of all filing fees, taxes or other amounts required to be paid in connection with
the following have been paid:




          (1) UCC-1 financing statements, for filing with the Secretary of State of the State of
Delaware, naming the applicable Transferor, as debtor, the Issuer, as secured party, and the
Trustee, for the benefit of the Secured Parties, as assignee;




          (2) UCC-1 financing statements, for filing with the Secretary of State of the State of
Delaware, naming the Issuer, as debtor, and the Trustee, for the benefit of the Secured
Parties, as Secured Party;




          (3) UCC-3 financing statement releases, for filing with the Secretary of State of the
State of Delaware, naming the applicable Transferor, as debtor and Merrill Lynch, as secured
party;




          (4) such other, similar instruments or documents, as may be necessary or, in the
opinion of the Note Insurer or any Noteholder, desirable under the UCC of all



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appropriate jurisdictions or any comparable law to perfect the transfers (including
grants of security interests) under the Transaction Documents;




     (vi) a fully executed original counterpart (in form and substance satisfactory to the
Note Insurer) of each of the Assignment Agreements related to the initial Contract Assets,
each Purchase and Sale Agreement, this Indenture, the Joinder to Lockbox Intercreditor
Agreement, the Servicing Agreement, the Note Insurance Agreement, the Swap Agreement, the
Partnership Swap Agreement, each Lienholder Nominee Agreement, the Premium Letter and the
Note Purchase Agreement shall have been received by the Note Insurer or its respective
agents;




     (vii) a copy of the fully executed Lockbox Intercreditor Agreement and the Joinder to
Lockbox Intercreditor Agreement shall have been received by the Note Insurer or its
respective agents;




     (viii) written evidence of establishment of the Reserve Account, the Collection
Account, the Servicer Transition Account and continued existence of the Lockbox Account;




     (ix) a certificate listing the Servicing Officers of the Servicer as of the Closing
Date;




     (x) confirmation (A) that the Rating Agencies have issued rating letters confirming
ratings for the Notes as set forth in the Offering Circular and (B) from the Note Insurer
that it or its agents have received all rating letters or other rating confirmations as it
may reasonably require;




     (xi) executed favorable legal opinions of counsel to the Servicer, the Partnership, the
Issuer, each Transferor, the Back-up Servicer, the Custodian and the Trustee, addressed to
the Note Insurer, the Trustee, the Back-up Servicer and the Initial Purchaser (as
applicable), dated the Closing Date and covering general corporate matters, the due
execution and delivery of, and the enforceability of, each of the Transaction Documents to
which the Servicer, the Partnership, the Issuer, each Transferor, the Back-up Servicer, the
Custodian and the Trustee (individually or in any other capacity) is party, true sale,
non-consolidation, security interest, tax matters and such other matters as the Note Insurer
or the Initial Purchaser may request;




     (xii) certificates of the Secretary or Assistant Secretary of each of the Servicer, the
Partnership, the Issuer, each Transferor, dated as of the Closing Date, and certifying (A)
that attached thereto is a true, complete and correct copy of (a) the organizational
documents of the Servicer, the Partnership, each Transferor and the Issuer (as applicable),
and (b) resolutions duly adopted by the Servicer, the Partnership, the Issuer and each
Transferor authorizing the execution, delivery and performance of the Transaction Documents
to which it is a party and the transactions contemplated thereunder, and that such
resolutions have not been amended, modified, revoked or rescinded, and (B) as to the
incumbency and specimen signature of each officer executing any Transaction



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Documents on behalf of the Servicer, the Partnership, the Issuer and each Transferor
(as the case may be);




     (xiii) copies of all waivers, licenses, approvals or consents, if any, required or
advisable, in the opinion of the Note Insurer, in connection with the execution, delivery
and performance by the Servicer, the Partnership, the Issuer and each Transferor (as the
case may be) of the Transaction Documents (and the validity and enforceability thereof),
which waivers, licenses, approvals or consents shall be in full force and effect;




     (xiv) written confirmation of the payment (or deposit for payment with the Trustee) of
all fees and expenses of the Trustee, the Custodian, the Back-up Servicer, the Note Insurer,
the Initial Purchaser (including the fees and charges of their respective agents, auditors
and counsel) accrued as of the Closing Date;




     (xv) issuance of the Class A Insurance Policy and delivery of the one and only original
of the same to the Trustee, with a receipt thereof delivered to the Initial Purchaser;




     (xvi) delivery by the Custodian of an executed Custodian Certificate dated as of the
Closing Date and certifying as to its review of the Contract Assets; and




     (xvii) such additional documents, instruments, certificates, opinions, ratings letters
or other confirmations as the Initial Purchaser or the Note Insurer may reasonably request.



     (b) all Collateral in which a security interest has been granted to the Trustee under the
Indenture shall be subject to no other Liens other than Permitted Liens.



     Section 4.02 Security for Notes.



     (a) The Servicer shall at its own expense, in consideration of the Servicer Fee, cause to be
filed the financing statements and assignments described in Sections 4.01(a)(v) and 4.02(b) in
accordance with such Sections. In addition, from time to time, the Servicer shall take or cause to
be taken at its own expense, in consideration of the Servicer Fee, any other such actions and
execute such documents as are necessary to perfect and protect the Issuer’s precautionary security
interest against the applicable Transferor, as applicable, in respect of the Contract Assets and
the assignment to the Trustee thereof, and the Trustee’s security interests in and liens on the
Collateral against all other Persons, including the filing of financing statements, amendments
thereto and continuation statements, the execution of transfer instruments and the making of
notations on or taking possession of all records or documents of title; provided that, none of the
Servicer, the Transferors nor the Issuer shall be required to file UCC-1 financing statements
against Obligors with respect to a Contract related to Equipment that had an original equipment
cost at origination of less than (A) if such Contract is a secured loan or finance lease that
provides for a $1 purchase option, $25,000, or (B) if such Contract provides for a “fair market
value” purchase option, $50,000 or to file or record assignments of any UCC-1 financing statements
or other lien recordings or notations made against any Obligor. Notwithstanding anything to the
contrary contained herein, if the Servicer is not LEAF Financial Corporation or one of its
Affiliates, the successor Servicer shall not be responsible for the initial filings of any



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UCC financing statements, or any continuation statements filed by any predecessor Servicer, or
the information contained therein (including the exhibits thereto), the perfection of any such
security interests during the term of such predecessor Servicer, or the accuracy or sufficiency of
any description of collateral in such filings, and the successor Servicer shall be fully protected
in relying on such initial filings and any continuation statements or modifications thereto made by
a predecessor Servicer pursuant to this Section 4.02 but shall continue to be responsible for
requirements expressed above during the period it acts as Servicer.




     (b) If any change in the Servicer’s or the Issuer’s name, identity, structure or the location
of its principal place of business, chief executive office or State of organization occurs, then
such party shall deliver thirty (30) days’ prior written notice of such change or relocation to the
Servicer, the Note Insurer, the Trustee, the Back-up Servicer and the Rating Agencies and no later
than the effective date of such change or relocation, the Servicer shall file or cause to be filed
such amendments or statements as may be required to preserve and protect the Issuer’s precautionary
security interest against the related Transferors in respect of the Contract Assets and the
assignment to the Trustee thereof, and the Trustee’s security interest in and liens on the
Collateral.



     (c) During the term of this Indenture, the Issuer will maintain its sole state of organization
in the State of Delaware and the Servicer will maintain its sole state of incorporation in a state
of the United States.



     Section 4.03 Review of Contract Files.



     (a) On or prior to the Closing Date and each Acquisition Date for a Substitute Contract, the
Issuer shall cause to be delivered to the Custodian the documents comprising the Contract Files for
the Contracts to be acquired on such date. Each Contract and the folder containing other Contract
Files documents for such Contract shall be clearly marked with a LEAF Contract Number, which LEAF
Contract Number shall be used by the Issuer, the Trustee and the Custodian to identify such
Contract on the Contract Schedule.



     (b) Prior to the Acquisition Date for a Substitute Contract, the Custodian will review the
Contract Files related to each proposed Substitute Contract and shall perform such reviews as are
sufficient to enable it to confirm the items required to be certified by it in the Custodian
Certificate in the form attached hereto as Exhibit E. By execution and delivery of any
such Custodian Certificates, the Custodian shall evidence completion of such review and
confirmation. The Custodian shall include in any Exception Report any failure of a document to
correspond to the information on the Amendment to Contract Schedule or the absence of any one or
more of the documents comprising the Contract Files for such Substitute Contract and shall deliver
such Exception Report to the Servicer, the Trustee and the Note Issuer.



     (c) If any Contracts or Contract Assets to be pledged to the Trustee are Contracts or Contract
Assets that at any time were subject to a Lien in favor of a Person that has held a Lien thereon,
concurrently with the delivery of an Officer’s Certificate, the Issuer shall have delivered to (x)
the Custodian (with a copy to the Note Insurer and the Trustee) a facsimile copy or an original
executed Release Agreement from each Person that has held a Lien on the applicable Contract and/or
Contract Assets, together with the certification in the Officer’s Certificate that



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each such Release Agreement constitutes a release of such Person’s security interest in each
such Contract and/or Contract Asset (and the other Collateral related thereto), and (y) the
Custodian (with a copy to the Note Insurer and the Trustee) the original UCC partial or full
release relating to the Release Agreement described in clause (x) above.




     (d) The Custodian shall use reasonable care and due diligence in the performance of its duties
under the Transaction Documents, shall identify and segregate all items constituting the Contract
Files and shall maintain continuous custody of all items constituting the Contract Files in secure,
fire resistant facilities in accordance with customary standards for such custody. The Custodian
makes no representations as to and shall not be responsible to verify (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any document constituting Contract
Files or of any of the Contracts or (ii) the collectibility, insurability, effectiveness or
suitability of any Contract.



     (e) The Custodian shall hold all Contracts and all other Collateral delivered to it pursuant
to the Transaction Documents as Custodian for the benefit of the Trustee (for the benefit of the
Secured Parties). With respect to each item of Contract Files delivered to the Custodian, the
Custodian shall (i) hold all documents constituting such Contract Files received by it for the
exclusive use and benefit of the Trustee (for the benefit of the Secured Parties) and (ii) make
disposition thereof only in accordance with the terms of this Indenture and the Servicing Agreement
upon written instructions furnished by the Control Party.



     (f) In the event that (i) the Trustee, the Servicer, the Issuer or the Custodian shall be
served by a third party with any type of levy, attachment, writ or court order with respect to any
Contract Files or (ii) a third party shall institute any court proceeding by which any Contract
Files shall be required to be delivered otherwise than in accordance with the provisions of this
Indenture, the party or parties receiving such service shall promptly deliver or cause to be
delivered to the other parties to this Indenture and the Note Insurer copies of all court papers,
orders, documents and other materials concerning such proceedings. The Custodian shall continue to
hold and maintain all the Contract Files that is the subject of such proceedings pending a final
order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final
determination of such court, the Custodian shall deliver such Contract Files as directed by such
determination or, if no such determination is made, in accordance with the provisions of this
Indenture. Expenses of the Custodian incurred as a result of such proceedings shall be borne by
the Issuer.



     (g) At its own expense, the Custodian shall maintain at all times prior to the satisfaction
and discharge of this Indenture and keep in full force and effect fidelity insurance, theft of
documents insurance, forgery insurance and errors and omissions insurance. All such insurance
shall be in amounts, with standard coverage and subject to deductibles, all as is customary for
insurance typically maintained by banks which act as custodian of collateral substantially similar
to the Collateral. Upon at least ten (10) days’ prior written request, the Issuer, the Servicer
and/or the Note Insurer shall be entitled to receive a certificate of the Custodian’s respective
insurer that such insurance is in full force and effect.



     Section 4.04 Defective Contracts.



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     (a) If, upon examination of any Contract File in accordance with Section 4.03 hereof, the
Custodian determines that such Contract File does not satisfy the requirements described in Section
4.03(b), or is unable to confirm that such requirements have been met, the Custodian shall promptly
notify the Servicer, the Partnership and the Note Insurer by telephone or telecopy. If the
Partnership does not satisfy the Custodian prior to the second Business Day prior to the applicable
Acquisition Date, the Custodian shall return the applicable Substitute Contract and related files
to the Partnership, or as otherwise directed by the Partnership. Notwithstanding the foregoing, if
the Control Party approves an Exception Report and allows the inclusion of any Substitute Contract
that the Custodian has identified as defective in its review under Section 4.03(b), all parties
agree that such approval shall be valid only with respect to such included Substitute Contract,
shall not constitute a course of dealing and the allowance of such included Contract shall not
operate as a waiver of any rights of the Trustee or any Secured Party hereunder, under each
Purchase and Sale Agreement, the Assignment Agreements or any other Transaction Documents with
respect to any adverse consequence caused by such defect.



     (b) If a Responsible Officer of the Trustee, or if another party to any of the Transaction
Documents, notifies the Servicer (pursuant to the Servicing Agreement), the related Transferor, the
Back-up Servicer and the Issuer of the existence of any Warranty Event, the initial Servicer
(pursuant to the Servicing Agreement) or the related Transferor (pursuant to the related Purchase
and Sale Agreement) shall (i) cure the breach(es) which caused the Warranty Event or (ii)
repurchase such Contract and related Contract Assets at the Contract Repurchase Price as required
in accordance with Section 3.03 of the related Purchase and Sale Agreement or Section 3.09 of the
Servicing Agreement. If any such Contract is purchased by the initial Servicer in accordance with
the provisions of the Servicing Agreement, or repurchased by the related Transferor pursuant to the
related Purchase and Sale Agreement, and the Trustee has received a written request in the form
attached hereto as Exhibit D-1 relating thereto, the Trustee shall, upon receipt of the
applicable Contract Repurchase Price, but subject to Section 4.07 hereof, return the affected
Contract and related files to the Issuer (or, if the Issuer so requests, directly to the Servicer
or the related Transferor, as the case may be), release its interest therein and in the related
Contract Assets and such items shall no longer constitute a Contract or Contract Asset hereunder
and shall be released from the Lien of this Indenture.



     Section 4.05 Reserved.



     Section 4.06 Administration of the Contract Assets. The Contract Assets shall be
serviced by the Servicer in accordance with the terms of the Servicing Agreement. The Servicer, as
agent of the Issuer prior to the occurrence of an Event of Default, shall have the right to provide
any notices and instructions to Obligors in connection with the Contract Assets. In the event that
the Issuer or the Trustee receives any notices, requests for information or other communication
from an Obligor, it shall immediately forward such communication to the Servicer. The Trustee
shall deposit any Collections received by it in the Collection Account, in accordance with Section
13.02 and it shall deliver written or electronic statements regarding such collections and deposits
to the Servicer and the Note Insurer at least monthly. The Trustee shall have no obligation to
advance its own funds to the Collection Account. In the absence of an Event of Default, the
Trustee shall not contact any Obligor or take any action with respect to the enforcement,
modification or release of any Contract against an Obligor without the express written
authorization of the Servicer or the Issuer.



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     Section 4.07 Releases.



     (a) The Issuer shall be entitled to obtain a release from the Lien of this Indenture for any
individual Contract and the related Contract Assets at any time after all of the conditions for
such release set forth in the Transaction Documents have been satisfied and (i) after a payment by
the related Transferor or the Servicer, as applicable, under the provisions of the relevant
Transaction Documents, of the related Contract Repurchase Price therefor or (ii) after a Substitute
Contract and the related Contract Assets are substituted for such Contract and the related Contract
Assets in accordance with the Transaction Documents. In order to effect any such release, the
Servicer, on behalf of the Issuer, shall deliver to the Trustee, the Note Insurer and the Custodian
in accordance with the Transaction Documents a Request for Release, in the form attached hereto
Exhibit D-1, (1) identifying the Contracts and the related Equipment to be released, (2)
requesting the release thereof, (3) setting forth the amount deposited in the Collection Account
with respect thereto, or identifying the Substitute Contract substituted therefor, in the event
that the subject Contracts and the related Equipment are being released from the Lien of this
Indenture pursuant to clause (i) above, (4) certifying that the amount deposited in the Collection
Account equals the Contract Repurchase Price relating to such Contracts and the related Equipment
and (5) certifying that all other conditions precedent set forth in the Transaction Documents
relating to such release have been satisfied. The Trustee, upon receipt of a written request in
the form attached hereto as Exhibit D-1, and the Trustee’s confirmation that the related
(i) Contract Repurchase Price has been deposited into the Collection Account or (ii) Substitute
Contract has been substituted for the Contract, shall execute instruments to release a Contract
from the lien of this Indenture, or convey the Trustee’s interest in the same.



     (b) Upon receipt of the Request for Release from the Servicer in the form attached hereto as
Exhibit D-1, including a certification that all of the conditions specified in clause (a)
of this Section 4.07 have been satisfied, and provided that if Item 7 of the Request for Release
has been checked, all other certifications and documents required under the terms of this Indenture
have been received by the Trustee, the Trustee shall release from the Lien of this Indenture and
the Custodian shall deliver to the Issuer or upon Issuer Order the Contracts and all related
Contract Assets described in the Issuer’s Request for Release.



     (c) The Custodian may, if requested by the Servicer, in the form attached hereto as
Exhibit D-1, for purposes of servicing a Contract, temporarily deliver to the Servicer the
original Contract; provided however, the consent of the Control Party shall be required for any
release where an aggregate of more than one percent (1%) of the total number of Contracts has been
released to the Servicer and not yet returned. Any Contract temporarily delivered from the custody
of the Custodian to the Servicer or its agents shall have affixed to such Contract a copy of such
written request in the Form of Exhibit D-1, which shall contain a legend to the effect that
the Contract is the property of the Issuer and has been pledged to U.S. Bank National Association,
as Trustee for the benefit of the Secured Parties. The Servicer shall promptly return the Contract
to the Custodian, along with a letter attached hereto as Exhibit D-2, upon the earlier of
(x) the Control Party’s instruction to return such Contract to the Custodian and (y) the need
therefor no longer existing; provided that if an Event of Default has occurred, the Servicer shall
forthwith return to the Custodian each Contract temporarily delivered pursuant to this Section
4.07.



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ARTICLE V

SATISFACTION AND DISCHARGE




     Section 5.01 Satisfaction and Discharge of Indenture.



     (a) Following (i) payment in full of (A) all of the Notes, (B) all amounts due to the Note
Insurer under the Note Insurance Agreement, (C) the fees and charges and reimbursements of the
Trustee, the Back-up Servicer, the Custodian, the Note Insurer and the Noteholders, (D) all amounts
due to the Swap Counterparty under the Swap Agreement, and (E) all other obligations of the Issuer
under this Indenture and the other Transaction Documents, (ii) receipt by the Note Insurer of the
original Class A Insurance Policy surrendered to it by the Trustee, and (iii) a request by the
Issuer to the Trustee to terminate this Indenture and release the Collateral, accompanied by a
written direction from the Control Party that the Trustee is authorized to discharge and terminate
this Indenture and release the Collateral, this Indenture shall be discharged and terminated and
the lien of this Indenture on the Collateral thereupon shall be released. All Contract Files shall
then include an Officer’s Certificate from the Issuer, stating that all conditions precedent
provided for herein relating to the satisfaction and discharge of this Indenture with respect to
the Notes have been complied with.



     (b) Upon the discharge and termination of this Indenture, the Trustee shall release from the
lien of this Indenture and deliver to the Issuer all remaining Collateral and the Trustee shall
file, or cause to be filed, at the Servicer’s expense, UCC termination statements evidencing such
discharge and release; provided, if the Back-up Servicer has become the Servicer, the Servicer
shall be entitled to reimbursement of all expenses incurred under this Section 5.01(b) by the
Issuer payable solely from amounts that are available to the Servicer therefore under Section 13.03
of the Indenture.



ARTICLE VI

DEFAULTS AND REMEDIES




     Section 6.01 Events of Default.



     “Event of Default” wherever used herein means the occurrence of any one of the following
events, unless any such particular occurrence is waived as an “Event of Default” in writing in
accordance with the provisions of this Indenture; provided that, unless and until any such waiver
is given, an “Event of Default” shall be deemed to exist for all purposes under the Transaction
Documents, even if the event giving rise to such Event of Default is no longer continuing or has
been cured:




     (a) the Issuer shall fail to make when due any payment with respect to interest on any
Class of Notes then outstanding or with respect to premium on the Class A Insurance Policy,
or the Servicer shall fail to make when due any deposit required under the Transaction
Documents (other than as described in clause (e) below), in any case on or before the date
occurring five (5) Business Days after the date such payment or deposit shall become due;




     (b) (i) the Issuer shall fail to perform or observe any covenant with respect to it set
forth in any Transaction Document or (ii) the Servicer or the Partnership shall fail to



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perform or observe certain covenants with respect to such Person set forth in any
Transaction Document, and in each case such failure shall remain unremedied for thirty (30)
Business Days after the earlier of (x) discovery thereof by the Issuer or (y) receipt of
written notice thereof;




     (c) any representation or warranty made by the Issuer or certain representations and
warranties made by the Partnership or the Servicer in any Transaction Document or in any
other document delivered pursuant thereto (other than a representation or warranty made with
respect to the Contracts) shall prove to have been incorrect in any material respect when
made or deemed made and continues to be incorrect in any material respect for a period of
thirty (30) Business Days after the earlier to occur of (x) the discovery thereof by the
Issuer or (y) the receipt by the Issuer of written notice thereof;




     (d) an Insolvency Event shall occur with respect to the Issuer;




     (e) the Outstanding Note Balance of any Class of Notes is not reduced to zero and all
interest due on any Class is not paid by that Class’s Stated Maturity Date;




     (f) any payment is made by the Note Insurer under the Class A Insurance Policy;




     (g) the Issuer is required to register as an “investment company” under the Investment
Company Act of 1940, as amended; or




     (h) any Note shall cease to constitute debt for federal income tax purposes.



     Section 6.02 Acceleration of Maturity; Rescission and Annulment. If an Event of
Default exists, then, unless waived pursuant to Section 6.15 hereof, and in every such case, the
Control Party may, and the Trustee shall, at the written direction of the Control Party, declare
the principal of all the Notes to be immediately due and payable, by notice given in writing to the
Issuer and upon any such declaration, such principal and all accrued interest under the Notes shall
become immediately due and payable without any presentment, demand, protest or other notice of any
kind (except such notices as shall be expressly required by the provisions of this Indenture), all
of which are hereby expressly waived; provided, that if such Event of Default consists of an
Insolvency Event with respect to the Issuer, then all such principal and accrued interest shall be
automatically due and payable without the need for any such notice or further action by any Person.



     At any time after such a declaration of acceleration has been made, but before any Sale of the
Collateral has been made or a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Control Party, by written notice to the
Issuer and the Trustee, may rescind and annul such declaration and its consequences (except that in
the case of (i) a payment default on the Class A Notes that is not covered by the Class A Insurance
Policy or, (ii) if no Class A Notes remain Outstanding, payment in full of all outstanding
Reimbursement Amounts and the Class A Insurance Policy has been surrendered for cancellation, a
payment default on the Class B Notes, the consent of all the Noteholders of such Class shall be
required to rescind and annul such a declaration and its consequences) if:



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




          (1) all overdue installments of interest on all Notes and interest thereon at the
overdue interest rate from the time such overdue interest first became due until the date
when paid;




          (2) the principal of any Notes which has become due otherwise than by such declaration
of acceleration and interest thereon at the overdue interest rate from the time such
principal first became due until the date when paid;




          (3) all sums paid or advanced, together with interest thereon, by the Trustee and any
Secured Party, and the reasonable compensation, expenses, disbursements and advances of the
Trustee, and any Secured Party, their agents and counsel incurred in connection with the
enforcement of this Indenture to the date of such payment or deposit;




          (4) all amounts due to the Swap Counterparty under the Swap Agreement; and



     (b) all Events of Default, other than the nonpayment of the principal on any of the Notes
which has become due solely by such declaration of acceleration, have been cured or waived as
provided in Section 6.15.



     No such rescission shall affect any subsequent default or impair any right consequent thereon.



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



     (a) The Issuer covenants that, if an Event of Default shall occur and the Notes have been
declared due and payable and such declaration has not been rescinded and annulled, the Issuer will
pay to the 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 and overdue interest
at the rate provided herein), any and all amounts due and payable to the Noteholders, the Note
Insurer, the Swap Counterparty, the Back-up Servicer, the Custodian, the Paying Agent and the
Trustee 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 each of the Trustee, the Note Insurer, the Swap Counterparty, the Paying Agent and the
Noteholders and their respective agents and counsel.



     (b) If the Issuer fails to pay such amount forthwith upon such demand, the Trustee, in its own
name and as Trustee of an express trust, may, with the prior written consent of the Control Party,
and shall, at the written direction of the Control Party, institute Proceedings for the collection
of the sums so due and unpaid, and prosecute such Proceedings to judgment or final decree, and
enforce the same against the Issuer and collect the monies adjudged or decreed to be payable in the
manner provided by law out of the property of the Issuer, wherever situated.



     (c) If an Event of Default exists, the Trustee shall, at the written direction of the Control
Party, proceed to protect and enforce the rights of the Noteholders, the Swap



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Counterparty, the Paying Agent and the Note Insurer by such appropriate Proceedings as the
Trustee, at the written direction of the Control Party, shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy.




     Section 6.04 Remedies. If an Event of Default exists, the Trustee may, with the prior
written consent of the Control Party, and shall, at the written direction of the Control Party, do
one or more of the following:



     (a) institute Proceedings for the collection of all amounts remaining unpaid on the Notes or
under this Indenture or the other Transaction Documents including, without limitation, the
Reimbursement Amount, whether by declaration or otherwise, enforce any judgment obtained, and
collect from the Issuer and the Collateral the monies adjudged due;



     (b) take possession of and sell the Collateral or any portion thereof or rights or interest
therein, at one or more private or public Sales called and conducted in any manner permitted by
law;



     (c) institute any Proceedings from time to time for the complete or partial foreclosure of the
lien created by this Indenture with respect to the Collateral;



     (d) redirect Obligor payments to such account or accounts as the Control Party determines
necessary in its sole discretion, or at the direction of the Control Party;



     (e) during the continuance of a default under a Contract, exercise any of the rights of the
lessor or lender (as applicable) under such Contract;



     (f) exercise any remedies of a secured party under the Uniform Commercial Code (irrespective
of whether the Uniform Commercial Code applies) or any applicable law and take any other
appropriate action to protect and enforce the rights and remedies of the Trustee or the Noteholders
or the Note Insurer hereunder or under the other Transaction Documents; and



     (g) exercise any and all rights, powers and privileges available to the Trustee or the
Noteholders or the Note Insurer (whether at law, in equity or by contract).



     Section 6.05 Optional Preservation of Collateral. If an Event of Default exists, the
Trustee shall, upon written request from the Control Party, elect, by giving written notice of such
election to the Issuer, to take possession of and retain the Collateral intact, collect or cause
the collection of all income, payments and proceeds thereof and make and apply all payments and
deposits and maintain all accounts in respect of such Notes in accordance with the provisions of
Article XIII. If the Trustee is unable to or is stayed from giving such notice to the Issuer for
any reason whatsoever, such election shall be effective as of the time of such request from the
Control Party, as the case may be, notwithstanding any failure to give such notice, and the Trustee
shall give such notice upon the removal or cure of such inability or stay (but shall have no
obligation to effect such removal or cure). Any such election may be rescinded with respect to any
portion of the Collateral remaining at the time of such rescission by written notice to the Trustee
and the Issuer from the Control Party.



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     Section 6.06 Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial Proceeding relating to the Issuer or the property of the Issuer or
its creditors, the Trustee (irrespective of whether the principal of any of the Notes shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest)
shall be entitled and empowered and shall, at the prior written direction of the Control Party,
intervene in such proceeding or otherwise:



     (a) to file and prove a claim for all amounts of principal and interest owing and unpaid in
respect of the Notes issued hereunder or the Reimbursement Amount and to file such other papers or
documents and take such other actions, including participating as a member, voting or otherwise, in
any committee of creditors appointed in the matter as may be necessary or advisable in order to
have the claims of the Trustee, the Noteholders, the Swap Counterparty, the Paying Agent, the Note
Insurer, the Custodian (including any claim for the reasonable compensation, expenses,
disbursements and advances of each such Person and their respective agents and counsel and any
other amounts due the Trustee under Section 7.07) and of the Noteholders allowed in such judicial
Proceeding;



     (b) unless prohibited by applicable law and regulations, to vote at the direction of the
Control Party on behalf of the Noteholders in any election of a trustee, a standby trustee or
person performing similar functions in any such proceedings;



     (c) to petition for lifting of the automatic stay and thereupon to foreclose upon the
Collateral as elsewhere provided herein; and



     (d) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same; and any receiver, assignee, trustee, liquidator, or sequestrator
(or other similar official) in any such judicial Proceeding is hereby authorized by the
Noteholders, the Swap Counterparty, the Paying Agent and the Note Insurer to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of such payments
directly to each such Person, to pay to the Trustee or such Person any amount due to it for the
reasonable compensation, expenses, disbursements and advances of each of the Trustee and such other
Person, their agents and counsel, and any other amounts due the Trustee under Section 7.07 or under
the Note Insurance Agreement.



     Nothing contained in this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Secured Party any plan of reorganization,
arrangement, adjustment or composition affecting any of the Notes or the rights of any Secured
Party, or to authorize the Trustee to vote in respect of the claim of any Secured Party in any such
Proceeding; provided, however, that, the Control Party shall be authorized to vote on all of the
foregoing matters described above on behalf of the Noteholders and to consent to certain amendments
as described under Section 10.02 hereof.



     Section 6.07 Trustee May Enforce Claims Without Possession of Notes.



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     (a) In all Proceedings brought by the Trustee in accordance with this Indenture (and also any
Proceedings involving the interpretation of any provision of this Indenture to which the Trustee
shall be a party), the Trustee shall be held to represent all of the Noteholders and the Swap
Counterparty and it shall not be necessary to make any Noteholder or the Swap Counterparty a party
to any such Proceedings.



     (b) All rights of actions and claims under this Indenture or any of the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the Notes or the production
thereof in any Proceeding relating thereto, and any such Proceedings instituted by the Trustee
shall be brought with the prior written consent of the Control Party and in the Trustee’s own name
as trustee of an express trust, and any recovery whether by judgment, settlement or otherwise
shall, after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of each of the Note Insurer, the Swap Counterparty and the Trustee, and their respective
agents and counsel, be for the benefit of the Noteholders, the Swap Counterparty and the Note
Insurer, as the case may be.



     Section 6.08 Application of Money Collected. If the Notes have been declared due and
payable following an Event of Default and such declaration has not been rescinded or annulled, any
money collected by the Trustee with respect to the Notes and the other Transaction Documents
pursuant to this Article VI or otherwise and any other money that may be held thereafter by the
Trustee as security for the Notes and the other Transaction Documents shall be applied in the order
set forth in Section 13.03 on the earlier of the next Payment Date and such dates as the Control
Party may designate for the release of such funds, to the same extent as if such date were a
Payment Date. Additionally, in the event any Class A Notes are accelerated due to an Event of
Default, the Note Insurer shall have the right (in addition to the obligation to pay Note Insurance
Guaranteed Payments on the Class A Notes in accordance with the Class A Insurance Policy), but not
the obligation, to make payments under the Class A Insurance Policy or otherwise of principal due
on such Class A Notes, in whole or in part, on any Payment Date or Payment Dates following such
acceleration as the Note Insurer, in its sole discretion, shall elect.



     Section 6.09 Limitation on Suits. So long as no Note Insurer Default shall have
occurred and be continuing, no Noteholder shall have any right to institute (or to cooperate in the
institution of) any Proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder; provided that nothing in
this Section 6.09 shall inhibit the right of any Noteholder to file a proof of claim in any suit or
Proceeding instituted by someone other than such Noteholder. Nothing in this Section 6.09 shall
inhibit the right of the Note Insurer to institute suit or any Proceeding for the enforcement of
this Indenture.



     Section 6.10 Unconditional Right of the Noteholders to Receive Principal and Interest.
Notwithstanding any other provision in this Indenture, each Noteholder shall have the right, which
is absolute and unconditional, to receive payment of the principal and interest on such Note on the
dates on which such principal and interest becomes due and payable and, subject to Section 6.09, to
institute any Proceeding for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Noteholder.



     Section 6.11 Restoration of Rights and Remedies. If the Trustee, the Note Insurer,
the



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Swap Counterparty 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 Trustee, the Note Insurer, the Swap Counterparty or to such
Noteholder, then, and in every case, the Issuer, the Trustee, the Note Insurer, the Swap
Counterparty 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 Trustee, the Note Insurer, the Swap Counterparty and the Noteholders shall
continue as though no such Proceeding had been instituted.




     Section 6.12 Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last
paragraph of Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee, the
Control Party, the Note Insurer, the Swap Counterparty 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 6.13 Delay or Omission Not Waiver. No delay or omission of the Trustee, the
Control Party, the Note Insurer, the Swap Counterparty or of any Noteholder to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by
this Article VI or by law to the Trustee, the Control Party, the Note Insurer, the Swap
Counterparty or to the Noteholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee, the Control Party, the Note Insurer, the Swap Counterparty or by
the Noteholders.



     Section 6.14 Control by Control Party. The Control Party shall have the right to
direct in writing the time, method and place of conducting any Proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee; provided that:



     (a) such direction shall not be in conflict with any rule of law or with this Indenture
including any provision hereof which expressly provides for approval by a percentage of Outstanding
Note Balance of all Notes or of all Notes within a Class;



     (b) if the Trustee has reasonable grounds for believing that repayment of any funds expended
or risked by it is not assured to it without an indemnity reasonably satisfactory to it against
such risk or liability (the unsecured indemnity of a Noteholder or the Note Insurer being deemed
satisfactory for such purposes, so long as such Person’s long-term debt is rated at least
BBB/Baa2), such indemnity shall have been provided.



     Section 6.15 Waiver of Certain Events by the Control Party.



     (a) The Control Party may waive on behalf of all Noteholders any Event of Servicing
Termination, Default or Event of Default and its consequences in each case except:



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     (i) an Event of Default in the payment of interest on any Note when due or principal
not paid at the Stated Maturity Date, that in either case is not paid by the Note Insurer,
or




     (ii) in respect of a covenant or provision hereof which by its terms cannot be modified
or amended without the consent of the Noteholder of each Outstanding Note affected thereby.



     Upon any such waiver, such Event of Servicing Termination, Default or Event of Default shall
cease to exist, and any Event of Default shall be deemed to have been cured for every purpose of
this Indenture; but no such waiver shall extend to any subsequent or other Event of Servicing
Termination, Default or Event of Default or impair any right consequent thereon.



     Section 6.16 Additional Rights of Class B Noteholders After an Event of Default. (a)
At any time during the period from the first to occur of (i) the commencement of an Insolvency
Event or any other insolvency proceeding with respect to the Partnership or the Issuer, (ii) the
acceleration of the Class A Notes pursuant to Section 6.02 or (iii) the commencement of the
foreclosure of any Collateral under this Article VI following the occurrence of an Event of
Default, and without prejudice to any other rights of the Holders of the Class B Notes under the
Transaction Documents, any one or more Holders of the Class B Notes shall have the right to deliver
written notice, which notice shall be sent to the Trustee and the Note Insurer (the “Class A Buyout
Notice”) electing to purchase (without recourse, warranty or representation (other than that the
Holders of such Class A Notes own such Class A Notes free and clear of any Liens created or granted
by the Holder of such Class A Notes)) the entire (but not less than the entire) aggregate amount of
Outstanding Class A Notes (and all associated rights, titles, claims and privileges associated
therewith, excluding rights under the Class A Insurance Policy) for an amount (the “Class A Buyout
Price”) equal to the sum of (i) the Outstanding Note Balance of, and accrued but unpaid interest
on, the Class A Notes (excluding therefrom any premium or penalty otherwise payable) and (ii) all
unpaid Reimbursement Amounts owing to the Note Insurer. Following any such payment, the Class A
Insurance Policy shall be surrendered by the Trustee to the Note Insurer for cancellation, and upon
such payment, surrender of the Class A Insurance Policy and receipt by the Note Insurer of an
acknowledgement signed by the Trustee and the purchasing Holder(s) of the Class B Notes that the
Note Insurer has no further liabilities under the Class A Insurance Policy or the Indenture, the
Note Insurer shall no longer be the Control Party. The Trustee agrees that it shall give to the
Holders of the Class B Notes written notice of the events described in clauses (i), (ii), and (iii)
of this Section 6.16(a) promptly upon its receiving notice of such event or having actual knowledge
thereof. The purchase of the Class A Notes pursuant to this Section shall close no later than the
date specified in such Class A Buyout Notice. The Class A Buyout Price shall be remitted by wire
transfer in immediately available federal funds to the Trustee. Interest shall be calculated to
but excluding the Business Day on which such purchase shall occur if the Class A Buyout Price is
wired to the Trustee prior to 11:00 am New York time and interest shall be calculated to and
including such Business Day if the Class A Buyout Price is wired to the Holders of the Class A
Notes and the Note Insurer, as applicable, later than 11:00 am New York time.



     (b) The Trustee will give the Holders of the Class B Notes notice of any proposed sale of all
or any portion of the Collateral. At any time during the period from the first to occur



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of (i) the commencement of an Insolvency Event or any other insolvency proceeding with respect
to the Partnership or the Issuer, (ii) the acceleration of the Class A Notes pursuant to Section
6.02 or (iii) the commencement of the foreclosure of any Collateral under this Article VI following
the occurrence of an Event of Default, and without prejudice to any other rights of the Holders of
the Class B Notes under the Transaction Documents, any one or more Holders of the Class B Notes
shall have the right to deliver a written notice, which notice shall be sent to the Trustee, the
Note Insurer, the Issuer and the Swap Counterparty (the “Collateral Purchase Notice”), in a manner
and form that complies with Section 9-620 of the UCC, electing to purchase the Collateral for a
purchase price at least equal to (A) all amounts due and payable (including all amounts payable to
the Note Insurer, the Holders of the Class A Notes, the Trustee, the Custodian, the Back-up
Servicer, the Swap Counterparty and the Servicer pursuant to Sections 13.03 of the Indenture and
ahead of principal on the Class B Notes pursuant to Section 13.03 of the Indenture and (B) all
amounts owing on the Class B Notes or other amounts owing to the Holders of the Class B Notes
secured by this Indenture (collectively, the “Collateral Purchase Price”). Notwithstanding the
foregoing, the Control Party may solicit from third parties bids for the purchase of the Collateral
irrespective of the delivery by any Class B Noteholder of a Collateral Purchase Notice and no Class
B Noteholder may purchase the Collateral as provided in this subsection (b) unless the applicable
Class B Noteholder shall purchase the Collateral for a price that is equal to (as determined by the
Control Party in the exercise of its sole discretion and taking into account all commercially
reasonable terms to value such bids, the creditworthiness of the respective bidders and such other
factors as it deems appropriate in its valuation of such bids) the highest then outstanding bid
received from any third party; provided further, the Control Party shall not be required to accept
any bid from any party (including any Holder of a Class B Note) unless (i) such bid is in an amount
sufficient to pay all amounts due under this Indenture and under the Note Insurance Agreement or
(ii) such bid is in an amount sufficient to pay in full all Class A Notes and to pay all
Reimbursement Obligations owed to the Note Insurer and 100% of the Holders of the Class B Notes
consent thereto. In lieu of paying cash for the full Collateral Purchase Price, the Holders of the
Class B Notes may credit against clause (B) of the Collateral Purchase Price the proceeds of such
purchase to which such purchasing Holder(s) of the Class B Notes would be entitled to under Section
13.03, it being understood that purchasing Holder(s) of the Class B Notes shall have no reduction
for, and shall be required to pay, costs, charges and expenses (including reasonable attorneys’
fees and expenses) incurred by such purchasing Holder(s) of the Class B Notes in connection with
such purchase; provided, however, that all amounts owed to Persons described in clause (A) shall be
payable to such Persons in full in cash. The purchasing Holder(s) of the Class B Notes shall close
the purchase of the Collateral described herein within five (5) Business Days of the date of actual
receipt of the Collateral Purchase Notice by each of the Note Insurer, the Trustee and the Issuer,
so long as the parties to the Transaction Documents execute and/or deliver such documents and/or
instruments as the purchasing Holder(s) of the Class B Notes may reasonably request in connection
with such acquisition by the purchasing Holder(s) of the Class B Notes of the Collateral. The
Collateral Purchase Price shall be remitted by wire transfer in immediately available federal funds
to the Collection Account. Upon receipt of the Collateral Purchase Price and payment of all
Reimbursement Amounts to the Note Insurer, the Trustee shall surrender the Class A Insurance Policy
for cancellation. Notwithstanding the foregoing, nothing contained in this Section 6.16(b) is
intended to impair the rights of the Issuer under Sections 9-620 and 9-623 of the UCC.




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     (c) Notwithstanding the foregoing, so long as the Note Insurer is the Control Party, it will
have the sole and unrestricted right to direct the exercise of any and all remedies under this
Indenture after an Event of Default.



     Section 6.17 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, which 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 Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



     Section 6.18 Sale of Collateral.



     (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to
Section 6.04 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 securing the Notes
shall have been sold or all amounts payable on the Notes and under this Indenture and the other
Transaction Documents shall have been paid. The Trustee may from time to time postpone any Sale by
public announcement made at the time and place of such Sale.



     (b) To the extent permitted by applicable law, the Trustee shall not, in any private Sale,
sell to one or more third parties, or otherwise liquidate, all or any portion of the Collateral,
unless:




     (i) the Control Party consents to such Sale or liquidation;




     (ii) the proceeds of such Sale or liquidation available to be distributed to the
Noteholders are sufficient to pay in full all amounts then due to the Note Insurer and with
respect to the Notes; or




     (iii) the Trustee determines that the Sale will not provide sufficient funds to make
payments on the Notes as they would have come due and the Trustee obtains the consent of the
Control Party to such Sale.



     (c) The Trustee, the Note Insurer or any Noteholder may bid for and acquire any portion of the
Collateral in connection with a Sale thereof. After the Trustee has received each offer to
purchase all or any portion of the Collateral, the Trustee shall notify each Class B Noteholder of
such offer and any one or more Class B Noteholders will have the right to purchase (not later than
five Business Days after delivery of written notice to the Trustee and the Note Insurer of exercise
of each right to purchase) the Collateral at the highest price there offered. Subject to the
foregoing right of first refusal of the Class B Noteholders to purchase the Collateral, if a Class
A Noteholder, the Trustee or the Note Insurer submits the highest bid, in lieu of paying cash
therefor, such bidder may make settlement for the purchase price by crediting against amounts owing
in respect of the Class A Notes in respect of which such bid is made and any other amounts owing to
such bidder secured by this Indenture, that portion of the net proceeds of such Sale to which such
bidder would be entitled, after deducting the reasonable



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costs, charges and expenses (including reasonable attorneys’ fees and expenses) incurred by
the Trustee, the Note Insurer or such Class A Noteholder in connection with such Sale. If a Class
B Noteholder submits the highest bid, in lieu of paying cash therefor, such Class B Noteholder may
make settlement for the purchase price by paying cash in an amount at least equal to all amounts
owed to other parties under the Transaction Documents and payable to the Note Insurer, the Class A
Noteholders, the Trustee, the Custodian, the Back-up Servicer, the Swap Counterparty and the
Servicer ahead of principal on the Class B Notes pursuant to Section 13.03 of the Indenture and
crediting against amounts owing on the Class B Notes of such Noteholder or other amounts owing to
such Class B Noteholder secured by this Indenture, that portion of the net proceeds of such Sale to
which such Class B Noteholder would be entitled to under Section 13.03, it being understood that
Class B Noteholders shall have no reduction for, and shall be required to pay, costs, charges and
expenses (including reasonable attorneys’ fees and expenses) incurred by such Class B Noteholder in
connection with such Sale. The Notes need not be produced in order to complete any such Sale, or
in order for the net proceeds of such Sale to be credited against the Notes. The Trustee, the Note
Insurer or the Noteholders may hold, lease, operate, manage or otherwise deal with any property so
acquired in any manner permitted by law.




     (d) The Trustee shall execute and deliver an appropriate instrument of conveyance provided to
it by the Servicer transferring its interest in any portion of the Collateral in connection with a
Sale thereof. In addition, the Trustee is hereby irrevocably appointed the agent and
attorney-in-fact with full irrevocable power and authority in the place and stead of the Issuer and
in the name of the Issuer or in its own name, from time to time, from and after the occurrence of
an Event of Default for the purpose of exercising the rights and remedies of the Trustee hereunder
and, to take any and all action and to execute and deliver any and all documents and instruments
which may be necessary or desirable to accomplish the foregoing, including without limitation, to
transfer and convey its interest in any portion of the Collateral in connection with a Sale
thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such
a sale shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any
conditions precedent or see to the application of any monies.



     (e) The method, manner, time, place and terms of any Sale of all or any portion of the
Collateral shall be commercially reasonable. The Trustee shall incur no liability for any Sale
conducted in accordance with this Section.



     Section 6.19 Action on Notes. The Trustee’s right to seek and recover judgment on the
Notes or under this Indenture or the other Transaction Documents shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to this Indenture or
the other Transaction Documents. Neither the lien of this Indenture nor any rights or remedies of
the Trustee, the Note Insurer, the Swap Counterparty or the Noteholders shall be impaired by the
recovery of any judgment by the 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.



ARTICLE VII

THE TRUSTEE




     Section 7.01 Certain Duties and Responsibilities.



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     (a) Except during the existence of an Event of Default known to the Trustee as provided in
subsection (e) below:




     (i) the 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 Trustee; and




     (ii) in the absence of bad faith or negligence on its part, the 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 Trustee and conforming to
the requirements of this Indenture; but in the case of any such certificates or opinions,
which by any provision hereof are specifically required to be furnished to the Trustee, such
certificate or opinion shall cite the applicable provision and the Trustee shall be under a
duty to examine the same and to determine whether or not they conform to the requirements of
this Indenture.



     (b) So long as any Event of Default or Event of Servicing Termination exists, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and shall 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 his or her own affairs, and nothing contained herein shall relieve
the Trustee of such obligations.



     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct or
bad faith (as determined by a court of competent jurisdiction), except that:




     (i) this subsection (c) shall not be construed to limit the effect of subsection (a) of
this Section;




     (ii) neither the Trustee nor any of its officers, directors, employees or agents shall
be liable with respect to any action taken or omitted to be taken by the Trustee in good
faith in accordance with the written direction (A) given pursuant to this Indenture or (B)
by the Control Party in accordance with Section 6.14 relating to the time, method and place
of conducting any Proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture;




     (iii) no provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any liability (financial or otherwise) 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 for believing that repayment of such funds is not assured to it
without an indemnity reasonably satisfactory to it against such risk or liability (the
unsecured indemnity of a Noteholder or the Note Insurer being deemed satisfactory for such
purposes, so long as such Person’s long-term debt is rated at least BBB/Baa2); and




     (iv) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be conclusively proven by a court of competent
jurisdiction that the Trustee was negligent in ascertaining the pertinent facts.




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     (d) 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 Trustee shall be
subject to the provisions of this Section 7.01.



     (e) For all purposes under this Indenture, the Trustee shall not be deemed to have notice of
any Default, Event of Default (except as described in Section 6.01(a) or (b)) or Event of Servicing
Termination unless a Responsible Officer assigned to and working in the Trustee’s Corporate Trust
Office has actual knowledge or has received written notice (at the address and in the manner
specified in Section 14.03) of any such event, and such notice references (i) the Notes generally,
the Issuer or this Indenture or (ii) the applicable Default, Event of Default or Event of Servicing
Termination.



     (f) Subject to Section 7.03(e), the Trustee shall be under no obligation to institute any
suit, or to take any remedial proceeding under this Indenture, or to enter any appearance or in any
way defend in any suit in which it may be made defendant, or to take any steps in the execution of
the trusts hereby created or in the enforcement of any rights and powers hereunder if it has
reasonable grounds for believing that repayment of any funds expended or risked by it is not
assured to it without an indemnity reasonably satisfactory to it against such risk or liability
(the unsecured indemnity of a Noteholder or the Note Insurer, being deemed satisfactory for such
purposes, so long as such Person’s long-term debt is rated at least BBB/Baa2), until such indemnity
shall have been provided.



     (g) Notwithstanding any extinguishment of all right, title and interest of the Issuer in and
to the Collateral following an Event of Default and a consequent declaration of acceleration of the
maturity of the Notes, whether such extinguishment occurs through a Sale of the Collateral to
another person or the acquisition of the Collateral by the Trustee, the Note Insurer or the
Noteholders, the rights of the Noteholders shall continue to be governed by the terms of this
Indenture.



     (h) Notwithstanding anything to the contrary contained herein, the provisions of subsections
(e) through (g), inclusive, of this Section 7.01 shall be subject to the provisions of subsections
(a) through (c), inclusive, of this Section 7.01.



     (i) At all times during the term of this Indenture, the Trustee and the Custodian shall keep
at their Corporate Trust Office for inspection by the Noteholders and the Note Insurer, the
Contract Schedule and all amendments thereto delivered to it.



     (j) The Trustee shall have no obligation to ascertain whether any payment of interest on an
overdue installment of interest is legally enforceable.



     Section 7.02 Notice of Default and Other Events. Promptly upon the existence of any
Default or Event of Default or Event of Servicing Termination known to the Trustee (within the
meaning of Section 7.01(e)), the Trustee shall transmit by telephonic or telecopy communication
confirmed by mail to the Note Insurer, the Swap Counterparty and all Noteholders, as their names
and addresses appear in the Note Insurance Agreement and the Note Register, notice of such event
hereunder known to the Trustee.



     Section 7.03 Certain Rights of Trustee. Except as otherwise provided in Section 7.01:



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     (a) the Trustee may in good faith 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, bond, note or other obligation, paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties;



     (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by
an Issuer Request, an Issuer Order, or any writing executed by a duly authorized officer of the
Issuer;



     (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith,
negligence or willful misconduct on its part, reasonably request and conclusively rely upon an
Officer’s Certificate of the Servicer or the Issuer;



     (d) the Trustee may consult with counsel selected by it with due care and familiar with such
matters and the written advice or opinion of such counsel or any Opinion of Counsel (in form and
substance satisfactory to the Control Party and addressed to the Control Party) shall be full and
complete authorization and protection and the Trustee shall not be liable in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon;



     (e) the Trustee may, at any time during the administration of this Indenture, request and
receive a written direction from the Control Party in connection with actions to be taken in its
capacity as Trustee and shall not be liable for any action taken or omitted in good faith reliance
thereon;



     (f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture which are exercisable at the request or direction of any of the Noteholders or
the Control Party pursuant to this Indenture, if it has reasonable grounds for believing that
repayment of the costs, expenses (including legal fees and expenses) and liabilities which might be
incurred by it in compliance with such request or direction is not assured to it without an
indemnity reasonably satisfactory to it against such cost, expense or liability (the unsecured
indemnity of a Noteholder or the Note Insurer, being deemed satisfactory for such purposes, so long
as such Person’s long-term debt is rated at least BBB/Baa2);



     (g) the 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, approval, entitlement, bond, note or other paper or document, unless requested in
writing to do so by the Control Party; provided, however, that the Trustee shall be under no
obligation to make such investigation if it has reasonable grounds for believing that repayment of
any cost, expense or liability likely to be incurred in making such investigation is not assured to
it without an indemnity reasonably satisfactory to it against such cost, expense or liability (the
unsecured indemnity of a Noteholder or the Note Insurer, being deemed satisfactory for such
purposes, so long as such Person’s long-term debt is rated at least BBB/Baa2), but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or



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investigation, it shall be entitled to examine the books, records and premises of the Issuer,
upon reasonable notice and at reasonable times personally or by agent or attorney;



     (h) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, custodians, nominees or attorneys provided that
the Trustee shall be responsible for any misconduct or negligence on the part of any agent or
attorney appointed by it without the prior written consent of the Control Party; and



     (i) except as otherwise agreed in writing, the Trustee shall not be responsible for the
payment of any interest on amounts deposited with it hereunder.



     Notwithstanding the foregoing, nothing in this Indenture or the Servicing Agreement or any
other Transaction Document regarding the Trustee shall limit the Backup Servicer’s obligations
under this Indenture or the Servicing Agreement or any other Transaction Document, which shall be
governed by the respective agreement.



     Section 7.04 Not Responsible for Recitals or Issuance of Notes.



     (a) The recitals contained herein and in the Notes, except the certificates of authentication
on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for their correctness or validity. Other than pursuant to Section 7.17 hereof, the
Trustee makes no representations as to the validity, adequacy or condition of the Collateral or any
part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or
hereby, or as to the validity or genuineness of any securities at any time pledged and deposited
with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes.
The Trustee shall not be accountable for the use or application by the Issuer of Notes or the
proceeds thereof or of any money paid to the Issuer or upon Issuer Order or for the use or
application by the Servicer of any amounts paid to the Servicer under any provisions hereof.



     (b) Except as otherwise expressly provided herein or in the other Transaction Documents, and
without limiting the generality of the foregoing, the Trustee shall have no responsibility or
liability for or with respect to the existence or validity of any Contract, the perfection of any
security interest (whether as of the date hereof or at any future time), the filing of any
financing statements, amendments thereto, or continuation statements, the maintenance of or the
taking of any action to maintain such perfection, the validity of the assignment of any portion of
the Collateral to the Trustee or of any intervening assignment, the review of any Contract (it
being understood that the Trustee (in its capacity as Trustee) has not reviewed and does not intend
to review the substance or form of any such Contract), the performance or enforcement of any
Contract, the compliance by the Issuer, the Servicer, the Partnership or any Obligor with any
covenant or the breach by the Issuer, the Servicer, the Partnership or any Obligor of any warranty
or representation made hereunder or in any related document or the accuracy of any such warranty or
representation, any investment of monies in the Collection Account, or any loss resulting therefrom
(other than losses from nonpayment of investments in obligations of U.S. Bank National Association
issued in its capacity other than as Trustee or investments made in violation of the provisions
hereof), the acts or omissions of the Issuer, the Servicer, the Partnership or any Obligor or any
action of the Issuer, the Partnership or the Servicer taken in the name of the Trustee or the
validity of the Servicing Agreement.



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     (c) The Trustee shall not have any obligation or liability under any Contract by reason of or
arising out of this Indenture or the granting of a security interest in such Contract hereunder or
the receipt by the Trustee of any payment relating to any Contract pursuant hereto, nor shall the
Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the
Issuer under or pursuant to any Contract, or to make any payment, or to make any inquiry as to the
nature or the sufficiency of any payment received by it, or the sufficiency of any performance by
any party, under any Contract.



     Section 7.05 May Not Hold Notes. None of the Trustee, any Paying Agent, Note
Registrar, or Authenticating Agent may, in its individual capacity, become the owner or pledgee of
Notes.



     Section 7.06 Money Held in Trust. Money and investments held in trust by the Trustee
or any Paying Agent hereunder shall be held in one or more segregated, non-interest bearing trust
accounts (which shall be Eligible Accounts), in the name of the Trustee on behalf of the Secured
Parties at the Corporate Trust Office, which accounts shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Secured Parties. The Trustee or
any Paying Agent shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Issuer or otherwise specifically provided herein (in
such case subject to the provisions of Section 13.03).



     Section 7.07 Compensation and Reimbursement. The Issuer agrees:



     (a) Solely from amounts distributed from the Collection Account pursuant to Section 13.03, to:
(i) pay the Trustee monthly its fee for all services rendered by it hereunder as Trustee, in the
amount of the Trustee Fee (which compensation shall not otherwise be limited by any provision of
law in regard to the compensation of a trustee of an express trust), (ii) pay the Custodian monthly
its fee for all services rendered by it hereunder as Custodian, in the amount of the Custodian Fee
and (iii) pay to the Back-up Servicer its fee for all services rendered by it hereunder and under
the Servicing Agreement as Back-up Servicer, in the amount of the Back-up Servicer Fee, in each
case in accordance with the priorities set forth in Section 13.03;



     (b) except as otherwise expressly provided herein and solely from amounts distributed pursuant
to Section 13.03, to reimburse the Trustee, the Custodian or the Back-up Servicer upon its request
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee, the Custodian or the Back-up Servicer, respectively, in accordance with any provision of
this Indenture or the Servicing Agreement or any other Transaction Document relating thereto
(including the reasonable compensation and the expenses and disbursements of the Trustee’s, the
Custodian’s and Back-up Servicer’s agents and counsel), except any such expense, disbursement or
advance as may be attributable to its willful misconduct, gross negligence or bad faith; and



     (c) to indemnify and hold harmless the Trustee, the Custodian, the Back-up Servicer and their
respective officers, directors, employees, representatives and agents from and against, and
reimburse for, any loss, claim, obligation, action, suit liability, expense, penalty, stamp or
other similar tax, reasonable costs and expenses (including reasonable attorneys’ and agents’ fees
and expenses) damage or injury (to person, property or natural resources) of any kind and nature



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sustained or suffered by the Trustee, the Custodian, and the Back-up Servicer by reason of any
acts or omissions (or alleged acts or omissions) of the Trustee, the Custodian or the Back-up
Servicer under the Transaction Documents or arising directly or indirectly out of the activities of
the Issuer or any of the transactions contemplated hereby (including any violation of any
applicable laws by the Issuer as a result of the transactions contemplated by this Indenture) or
the participation by the Trustee, the Custodian and the Back-up Servicer in the transactions
contemplated by the Transaction Documents, including any judgment, award, settlement, reasonable
attorneys’ fees and other expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim; provided that, the Issuer shall not indemnify the
Trustee, the Custodian or the Back-up Servicer if such loss, liability, expense, damage or injury
is due to the Trustee’s, the Custodian’s or the Back-up Servicer’s gross negligence or willful
misconduct, willful misfeasance or bad faith in the performance of duties; provided,
further, that all amounts payable in respect of such indemnity shall be payable by the
Issuer solely from the amounts distributed pursuant to Section 13.03 or released from the Lien of
this Indenture. The provisions of this indemnity shall run directly to and be enforceable by an
injured person subject to the limitations hereof and the provisions of this Section 7.07 shall
survive the termination of this Indenture or the earlier resignation or removal of the Trustee, the
Custodian or the Back-up Servicer.



     (d) The Trustee hereby acknowledges and agrees that if the Servicer and/or the Issuer fails to
pay the amounts set forth in this Section 7.07, the Trustee will continue to perform its
obligations under this Indenture, regardless of the Servicer and/or the Issuer’s failure to pay
such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Control
Party in accordance with Section 7.09 of this Indenture; provided, however, that in such event, the
Trustee shall continue to be entitled to be paid all accrued amounts due it pursuant to this
Section 7.07 from amounts payable pursuant to Section 13.03.



     Section 7.08 Corporate Trustee Required; Eligibility. There shall at all times be a
trustee hereunder, who shall be the Trustee, which shall: (a) be a banking corporation or
association organized and doing business under the laws of the United States of America or of any
state, authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $100,000,000 and subject to supervision or examination by federal or state
authority and having an office within the United States of America; (b) have a commercial paper or
other short-term rating of at least A-1/P-1 from the Rating Agencies; and (c) be acceptable to the
Control Party. If such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid 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 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.



     Section 7.09 Resignation and Removal; Appointment of Successor.



     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee acceptable to the Control Party under Section 7.10.



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     (b) The Trustee may resign at any time by giving thirty (30) days’ prior written notice
thereof to the Issuer and the Secured Parties. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within thirty (30) days after the giving of
such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee acceptable to the Control Party, whose acceptance will
not be unreasonably withheld or delayed. Such court may thereupon, after such notice, if any, as
it may deem proper and may prescribe, appoint a successor Trustee acceptable to the Control Party
(whose approval will not be unreasonably withheld or delayed).



     (c) The Trustee may be removed by the Control Party at any time if one of the following events
has occurred:




     (i) the Trustee shall cease to be eligible under Section 7.08 and shall fail to resign
after written request therefor by the Issuer or the Control Party;




     (ii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation;




     (iii) the Trustee has failed to perform its duties in accordance with this Indenture or
has breached any representation of warranty made in this Indenture; or




     (iv) upon thirty (30) days’ prior written notice of termination by the Control Party.



     (d) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of the Trustee for any cause with respect to any of the Notes, the
Control Party may or the Issuer shall at the direction of the Control Party promptly appoint a
successor Trustee satisfactory to the Control Party. If no successor Trustee shall have been so
appointed by the Issuer within thirty (30) days of notice of removal or resignation and shall have
accepted appointment in the manner hereinafter provided, then the Control Party may appoint a
successor Trustee. No removal or resignation of the Trustee shall become effective until the
acceptance of the appointment of a successor Trustee acceptable to the Control Party under Section
7.10.



     (e) The Issuer shall give notice in the manner provided in Section 14.03 of each resignation
and each removal of the Trustee and each appointment and acceptance of appointment of a successor
Trustee with respect to the Notes. Each notice shall include the name of the successor Trustee and
the address of its Corporate Trust Office.



     (f) All amounts owing to the resigning or removed Trustee shall be payable solely on the next
scheduled date for distributions and solely in accordance with the priorities set forth in Section
13.03.



     Section 7.10 Acceptance of Appointment by Successor. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Issuer, the Secured Parties and
the retiring Trustee an instrument accepting such appointment, and thereupon the resignation



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or removal of the retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee but, on request of the Issuer, the Control Party or the successor
Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder. Upon request of any such successor Trustee or the Control Party, the Issuer shall
execute any and all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.



     No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be eligible under this Article.



     Section 7.11 Merger, Conversion, Consolidation or Succession to Business of Trustee.
Any Person into which the Trustee may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be
a party, or any corporation succeeding to all or substantially all of the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder (provided that such successor shall
at all times be required to be eligible under Section 7.08), without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case any Notes have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Notes so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.



     Section 7.12 Co-Trustees and Separate Trustees.



     (a) At any time or times, for the purpose of meeting the legal requirements of any
jurisdiction in which any of the Collateral may at the time be located, the Issuer and the Trustee
shall (with the prior written consent of the Control Party) have power to appoint, and, upon the
written request of the Trustee, the Note Insurer or of the Noteholders representing at least
fifty-one percent (51%) of the Outstanding Note Balance of the Class A Notes, the Issuer shall for
such purpose join with the Trustee in the execution, delivery and performance of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and the
Control Party and meeting the eligibility standards for the Trustee specified in Section 7.08,
either to act as Co-Trustee, jointly with the Trustee of all or any part of such Collateral, or to
act as separate Trustee of any such property (a “Co-Trustee”), in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or persons in the
capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. If the Issuer does not join in such appointment within
fifteen (15) days after the receipt by it of a request so to do, or, in case an Event of Default
exists, the Trustee alone shall have power to make such appointment.



     (b) Should any written instrument from the Issuer be reasonably required by any Co-Trustee or
separate Trustee so appointed for more fully confirming to such Co-Trustee or separate Trustee such
property, title, right or power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Issuer.



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     (c) Every Co-Trustee or separate Trustee shall, to the extent permitted by law, but to such
extent only, be appointed subject to the following terms:




     (i) the Notes shall be authenticated and delivered by, and all rights, powers, duties
and obligations hereunder in respect of the custody of securities, cash and other personal
property held by, or required to be deposited or pledged with, the Trustee hereunder, shall
be exercised solely by the Trustee;




     (ii) the rights, powers, duties and obligations hereby conferred or imposed upon the
Trustee in respect of any property covered by such appointment shall be conferred or imposed
upon and exercised or performed by the Trustee or by the Trustee and such Co-Trustee or
separate Trustee jointly, as shall be provided in the instrument appointing such Co-Trustee
or separate Trustee, except to the extent that under any law of any jurisdiction in which
any particular act is to be performed, the Trustee shall be incompetent or unqualified to
perform such act, in which event such rights, powers, duties and obligations shall be
exercised and performed by such Co-Trustee or separate Trustee at the direction or with the
consent of the Trustee;




     (iii) the Trustee at any time, by an instrument in writing executed by it, with the
concurrence of the Control Party and, prior to the occurrence of an Event of Default, the
Issuer, may accept the resignation of or remove any Co-Trustee or separate Trustee,
appointed under this Section, and, in case an Event of Default exists, the Trustee shall, at
the direction of the Control Party, have power to accept the resignation of, or remove, any
such Co-Trustee or separate Trustee without the concurrence of the Issuer. Upon the written
request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any Co-Trustee or separate Trustee that has so
resigned or been removed may be appointed in the manner provided in this Section;




     (iv) no Co-Trustee or separate Trustee hereunder shall be personally liable by reason
of any act or omission of the Trustee or any other such Trustee hereunder nor shall the
Trustee be liable by reason of any act or omission of any Co-Trustee or separate Trustee
selected by the Trustee with due care or appointed in accordance with directions to the
Trustee pursuant to Section 6.14 provided, that the appointment of any Co-Trustee or
separate Trustee shall not relieve the Trustee from any of its express duties and
obligations under this Indenture; and




     (v) any Act of Noteholders delivered to the Trustee shall be deemed to have been
delivered to each such Co-Trustee and separate Trustee.



     Section 7.13 Maintenance of Office or Agency; Initial Appointment of Payment Agent.
The Note Registrar will maintain an office within the State of New York or the State of Minnesota
where Notes may be presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demand to or upon the Issuer in respect
of the Notes and this Indenture may be served. The Issuer hereby appoints the Trustee as the
Paying Agent and its Corporate Trust Office as the office for each of said



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purposes.



     Section 7.14 Appointment of Authenticating Agent. The Trustee may at its expense
appoint an Authenticating Agent or Authenticating Agents with respect to the Notes which shall be
authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue or upon
exchange, registration of transfer or pursuant to Section 2.08, and Notes so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Notes by the Trustee or the Trustee certificate of authentication or
the delivery of Notes to the Trustee for authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent and delivery of the
Notes to the Authenticating Agent on behalf of the Trustee. Each Authenticating Agent shall be
acceptable to the Issuer and the Control Party (whose acceptance shall not be unreasonably withheld
or delayed) and shall at all times be a corporation having a combined capital and surplus of not
less than the equivalent of $50,000,000 and subject to supervision or examination by federal or
state authority or the equivalent foreign authority, in the case of an Authenticating Agent who is
not organized and doing business under the laws of the United States of America, any state thereof
or the District of Columbia. If such Authenticating Agent 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 Authenticating Agent
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 an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent, provided that such corporation shall be otherwise
eligible under this Section.



     An Authenticating Agent may resign at any time by giving written notice thereof to the
Trustee, the Note Insurer and to the Issuer. The Trustee may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the
Noteholders, the Note Insurer and to the Issuer. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Issuer and the Control Party or, after the
occurrence of an Event of Default, solely the Control Party, and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Noteholders, if any, with respect to which
such Authenticating Agent will serve, as their names and addresses appear in the Note Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like effect as if



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originally named as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.



     If an appointment is made pursuant to this Section, the Notes may have endorsed thereon, in
addition to the Trustee certificate of authentication, an alternate certificate of authentication
in the following form:



     This is one of the Notes described in the within-mentioned Indenture.



	 	 	 	 	 
	 	U.S. Bank National Association, as Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




     Section 7.15 Appointment of Paying Agent other than Trustee; Money for Note Payments to be
Held in Trust.



     If, at the request of the Trustee, and with the consent of the Control Party, a party other
than the Trustee is ever appointed as a Paying Agent, the Issuer will cause such Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee that, subject to the provisions of this Section, such Paying Agent will:



     (a) hold all sums held by it for the payment of principal or interest on Notes in trust in an
Eligible Account in the name of the Trustee on behalf of the Issuer at the Corporate Trust Office,
which account shall bear a designation clearly indicating that the funds deposited therein are held
for the benefit of the Secured Parties, until such sums shall be paid to such Persons or otherwise
disposed of as provided in Section 13.03;



     (b) give the Trustee, the Note Insurer and the Noteholders notice of any Default by the Issuer
(or any other obligor upon the Notes) in the making of any payment of principal or interest; and



     (c) at any time, upon the written request of the Trustee or the Note Insurer, forthwith pay to
the Trustee all sums so held in trust by such Paying Agent.



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



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     Subject to Section 11.04, any money deposited with the Trustee or any Paying Agent in trust
for the payment of the principal or interest on any Note and remaining unclaimed for two years
after such principal or interest has become due and payable shall be paid to the Issuer on Issuer
Request, and the Noteholder of such Note shall thereafter, as an unsecured general creditor, and
subject to any applicable statute of limitations, look only to the Issuer for payment thereof, and
all liability of the Trustee and such Paying Agent with respect to such trust money or the related
Note, shall thereupon cease; provided that the Trustee or such Paying Agent, before being
required to make any such repayment, may (upon delivery of an Issuer Order), 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 in which the Corporate Trust Office is located, notice that
such money remains unclaimed and that, after a date specified therein, which shall not be less than
thirty (30) days from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer; provided, further, that if such money or any portion
thereof had been previously deposited by the Note Insurer with the Trustee for the payment of
principal or interest on the Notes, to the extent any amounts or any other amounts owing to the
Note Insurer under the Transaction Documents are owing to the Note Insurer, such amounts shall be
paid promptly to the Note Insurer. The Trustee may also adopt and employ, any other reasonable
means of notification of such repayment (including mailing notice of such repayment to the
Noteholders whose right to or interest in monies due and payable but not claimed is determinable
from the records of any Paying Agent, at the last address as shown on the Note Register for each
such Noteholder). No additional interest shall accrue on the related Note subsequent to the date
on which such funds were available for distribution to such Noteholder.



     Section 7.16 Rights with Respect to the Servicer and Back-up Servicer. The Trustee’s
rights and obligations with respect to the Servicer and the Back-up Servicer shall be governed by
this Indenture, the Servicing Agreement and the other Transaction Documents.



     Section 7.17 Representations and Warranties of the Trustee. The Trustee hereby
represents and warrants for the benefit of the parties hereto and the Secured Parties that:



     (a) Organization and Good Standing. The Trustee is a national banking association
duly organized, validly existing and in good standing under the laws of the United States, and has
the power to own its assets and to transact the business in which it is presently engaged;



     (b) Authorization. The Trustee has the power, authority and legal right to execute,
deliver and perform this Indenture and each other Transaction Document to which it is a party and
to authenticate the Notes, and the execution, delivery and performance of this Indenture and each
other Transaction Document and the authentication of the Notes has been duly authorized by the
Trustee by all necessary corporate action;



     (c) Binding Obligations. This Indenture and each other Transaction Document to which
the Trustee is a party, assuming due authorization, execution and delivery by the other parties
hereto and thereto, constitute the legal, valid and binding obligations of the Trustee, enforceable
against the Trustee in accordance with its terms, except that (i) such enforcement may be subject
to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory,
regulatory or decisional) now or hereafter in effect relating to creditors’ rights



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generally and the rights of trust companies in particular and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to certain equitable
defenses and to the discretion of the court before which any proceeding therefore may be brought,
whether in a proceeding at law or in equity;



     (d) No Violation. The performance by the Trustee of its obligations under this
Indenture and each other Transaction Document to which the Trustee is a party will not conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without
notice, lapse of time or both) a default under, the charter documents or bylaws of the Trustee;



     (e) No Proceedings. To the best of its knowledge, there are no proceedings or
investigations to which the Trustee is a party pending, or, to the knowledge of the Trustee,
threatened, before any court, regulatory body, administrative agency or other tribunal or
Governmental Authority (A) asserting the invalidity of this Indenture or any other Transaction
Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Indenture or any other Transaction Document or (C) seeking any
determination or ruling that would materially and adversely affect the performance by the Trustee
of its obligations under, or the validity or enforceability of, this Indenture, the Notes or any
other Transaction Documents;



     (f) Approvals. Neither the execution or delivery by the Trustee of this Indenture or
any other Transaction Document to which it is a party nor the consummation of the transactions by
the Trustee contemplated hereby or by any other Transaction Document to which it is a party
requires the consent or approval of, the giving of notice to, the registration with or the taking
of any other action with respect to any Governmental Authority under any existing federal or state
law governing the banking or trust powers of the Trustee; and



     (g) Eligibility. The Trustee meets the eligibility requirements set forth in Section
7.08 hereof.



     (h) Class A Insurance Policy Held in Trust. The Trustee shall, and hereby agrees that
it will, hold the Class A Insurance Policy in trust and will hold any proceeds of any claim on the
Class A Insurance Policy in trust solely for the use and benefit of the Class A Noteholders.



ARTICLE VIII

THE CUSTODIAN




     Section 8.01 Appointment of Custodian. Subject to the terms and conditions hereof,
the Issuer and the Control Party hereby revocably appoint the Trustee as Custodian, and the Trustee
hereby accepts such appointment and agrees to act as Custodian on behalf of the Secured Parties to
maintain exclusive custody of the Contract Files in order to perfect the ownership interest of the
Issuer in the Contracts and the security interest of the Secured Parties in the Contracts and the
other items in the Contract Files and any and all proceeds of the foregoing; provided that from and
after the release or discharge of the Secured Parties’ lien in and to the Contracts and the other
items in the Contract Files and any and all proceeds of the foregoing, the Custodian shall serve as
exclusive agent and custodian of the Issuer with respect to the Contract Files.



     Section 8.02 Removal of Custodian. With or without cause, with sixty (60) days’



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notice, (a) prior to the occurrence of an Event of Default the Issuer may, with the prior
written consent of the Control Party, or (b) following the occurrence of an Event of Default, the
Control Party may, remove and discharge the Custodian from the performance of its duties under this
Indenture with respect to any or all of the Contracts and related Contract Files by written notice
from the Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the
Trustee, the Note Insurer and the Servicer. Having given notice of such removal, the Issuer (prior
to the occurrence of an Event of Default) or the Control Party (following the occurrence of an
Event of Default) shall, by written instrument and with the consent of the Control Party (if the
notice of removal came from the Issuer), promptly appoint a successor custodian to act on behalf of
the Issuer in replacement of the Custodian under this Indenture, which successor Custodian shall be
satisfactory to the Control Party in its sole discretion. In the event of any such removal, the
Custodian shall promptly transfer to the successor custodian, as directed, all affected Contracts
and related Contract Files. In the event of removal of the Custodian for cause and the appointment
of a successor custodian under this Indenture, the expenses of transferring the Contracts and
related Contract Files to the successor custodian shall be at the expense of the Custodian. In the
event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event
of Default) or the Control Party, as the case may be, and the appointment of a successor custodian
under this Indenture, the Issuer shall be responsible for the expenses of transferring the
Contracts and related Contract Files to the successor custodian. Notwithstanding the foregoing,
this Indenture shall remain in full force and effect with respect to any Contracts and related
Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a
court of competent jurisdiction to appoint a successor hereunder if no successor is appointed
within such 60-day notice period.



     Section 8.03 Termination by Custodian. The Custodian may terminate its obligations
under this Indenture upon at least sixty (60) days’ notice to the Servicer, the Issuer and the
Control Party; provided, no termination shall be effective until appointment of a successor
acceptable to the Control Party. In the event of such termination, the Issuer shall promptly
appoint a successor custodian acceptable to the Control Party or, after the occurrence of an Event
of Default, solely the Control Party may appoint a successor custodian. The payment of such
successor custodian’s fees and expenses with respect to each Contract and related Contract Files
shall be solely the responsibility of the Issuer. Upon such appointment, the Custodian shall
promptly transfer to the successor custodian, as directed, all Contracts and related Contract Files
being held under this Indenture. The Custodian may petition a court of competent jurisdiction to
appoint a successor hereunder if no successor is appointed within such sixty (60) day notice
period.



     Section 8.04 Limitations on the Custodian’s Responsibilities.



     (a) Except as provided herein, the Custodian shall be under no duty or obligation to inspect,
review or examine the Contracts or related Contract Files to determine that the contents thereof
are appropriate for the represented purpose or that they have been actually recorded or that they
are other than what they purport to be on their face.



     (b) The Custodian shall not be responsible for preparing or filing any reports or returns
relating to federal, state or local income taxes with respect to this Indenture, other than for the
Custodian’s compensation or for reimbursement of expenses.



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     (c) The Custodian shall not be responsible or liable for, and makes no representation or
warranty with respect to, the validity, adequacy or perfection of any lien upon or security
interest in any Contract; provided that, the foregoing shall not reduce or eliminate the
Custodian’s obligations under Section 4.03 hereof.



     (d) Any other provision of this Indenture to the contrary notwithstanding, the Custodian shall
have no notice, and shall not be bound by any of the terms and conditions of any document executed
or delivered in connection with, or intended to control any part of, the transactions anticipated
by or referred to in this Indenture unless the Custodian is a signatory party to that document or
such document is the Indenture, the Servicing Agreement or the Lockbox Intercreditor Agreement.
Notwithstanding the foregoing sentence, the Custodian shall be deemed to have notice of the terms
and conditions (including, without limitation, definitions not otherwise set forth in full in this
Indenture) of documents executed or delivered in connection with, or intended to control any part
of, the transactions anticipated by or referred to in this Indenture, to the extent such terms and
provisions are referenced, or are incorporated by reference, into this Indenture only as long as
the Custodian shall have been provided a copy of any such document or Indenture. Each of the
Trustee, the Back-up Servicer and the Custodian acknowledges receipt of a copy of the Transaction
Documents to which it is a party on the Closing Date.



     (e) The duties and obligations of the Custodian shall only be such as are expressly set forth
in this Indenture or as set forth in a written amendment to this Indenture executed by the parties
hereto or their successors and assigns. In the event that any provision of this Indenture implies
or requires that action or forbearance be taken by a party, but is silent as to which party has the
duty to act or refrain from acting, the parties agree that the Custodian shall not be the party
required to take the action or refrain from acting. In no event shall the Custodian have any
responsibility to ascertain or take action except as expressly provided herein.



     (f) Nothing in this Indenture shall be deemed to impose on the Custodian any duty to qualify
to do business in any jurisdiction, other than (i) any jurisdiction where any Contract and related
Contract Files is or may be held by the Custodian from time to time hereunder, and (ii) any
jurisdiction where its ownership of property or conduct of business requires such qualification and
where failure to qualify could have a material adverse effect on the Custodian or its property or
business or on the ability of the Custodian, the Issuer or the Servicer to perform its duties
hereunder or under the other Transaction Documents.



     (g) The Custodian may consult with counsel selected by the Custodian with regard to legal
questions arising out of or in connection with this Indenture, and the written opinion of such
counsel shall be full and complete authorization and protection in respect of any action reasonably
taken, omitted or suffered by the Custodian in good faith and in accordance therewith.



     (h) The Custodian may, at any time during the administration of this Indenture, request and
receive a written direction from the Control Party in connection with actions to be taken under
this Indenture and shall not be liable for any action taken or omitted in good faith reliance
thereon;



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     (i) No provision of this Indenture shall require the Custodian to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in
the exercise of any of its rights and powers, if, in its reasonable judgment, it shall believe that
repayment of such funds is not reasonably assured to it without an indemnity against such risk or
liability (the unsecured indemnity of a Noteholder or the Note Insurer being deemed satisfactory
for such purposes, so long as such Person’s long-term debt is rated at least BBB/Baa2).



     (j) The Custodian shall have no duty to ascertain whether or not each amount or payment has
been received by the Trustee or any third person.



     Section 8.05 Limitation on Liability. Neither the Custodian nor any of its directors,
officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or
them hereunder or in connection herewith in good faith and believed (which belief may be based upon
the opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them
to be within the purview of this Indenture, except for its or their own negligence, lack of good
faith or willful misconduct. The Custodian and any director, officer, employee or agent of the
Custodian may rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. In no event shall the Custodian
or its directors, officers, agents and employees be held liable for any special, indirect or
consequential damages resulting from any action taken or omitted to be taken by it or them
hereunder or in connection herewith even if advised of the possibility of such damages. The
provisions of this Section 8.05 shall survive the termination of this Indenture.



     Section 8.06 Custodian Obligations Regarding Genuineness of Documents. In the absence
of bad faith or gross negligence on the part of the Custodian, the Custodian may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon any
request, instructions, certificate, opinion or other document furnished to the Custodian,
reasonably believed by the Custodian to be genuine and to have been signed or presented by the
proper party or parties and conforming to the requirements of this Indenture; provided that the
provisions of this Section shall not in any manner limit or reduce the responsibilities of the
Custodian under this Indenture.



     Section 8.07 Force Majeure. The Custodian shall not be responsible for delays or
failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war or
terrorism, epidemics, nationalization, expropriation, currency restrictions, government regulations
adopted after the date of this Indenture, fire, communication line failures, computer viruses,
power failures, earthquakes or other disasters of a similar nature which are beyond its control.



ARTICLE IX

THE CLASS A INSURANCE POLICY




     Section 9.01 Claims Under Class A Insurance Policy.



     (a) The Trustee shall, prior to each Payment Date, determine the Note Insurance Guaranteed
Payment for the related Payment Date. If the Note Insurance Guaranteed Payment




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for such Payment Date is greater than zero, the Trustee shall, not later than the second
Business Day preceding such Payment Date, furnish to the Note Insurer a completed Notice (as
defined in (b) below) in the amount of the Note Insurance Guaranteed Payment claimed under the
Class A Insurance Policy. Amounts paid by the Note Insurer pursuant to a claim submitted under
this Section shall be deposited by the Trustee into the Collection Account for payment to Class A
Noteholders on the related Distribution Date.




     (b) Any notice delivered by the Trustee to the Note Insurer in the form attached as Exhibit A
to the Class A Insurance Policy pursuant to subsection (a) shall specify the Note Insurance
Guaranteed Payment claimed under the Class A Insurance Policy and shall constitute a “Payment
Notice” under the Class A Insurance Policy. In accordance with the provisions of the Class A
Insurance Policy, the Note Insurer is required to pay to the Trustee the Note Insurance Guaranteed
Payment properly claimed thereunder by 12:00 p.m., New York time, on the later of (i) the Business
Day following receipt on a Business Day of the Notice, and (ii) the Payment Date. Any payment made
by the Note Insurer under the Class A Insurance Policy shall be applied solely to the payment of
the Note Insurance Guaranteed Payment, and for no other purpose.



     (c) The Trustee shall deposit the Note Insurance Guaranteed Payment in the Collection Account
upon receipt of such Note Insurance Guaranteed Payment from the Note Insurer for distribution on
the Payment Date to the Class A Noteholders in accordance with Section 13.03.



     (d) The Trustee shall (i) receive as attorney-in-fact of each Class A Noteholder, any Note
Insurance Guaranteed Payment from the Note Insurer and (ii) deposit the same into the Collection
Account pursuant to Sections 9.01(c) and 13.03 for distribution to the Class A Noteholders. Any
and all Note Insurance Guaranteed Payments disbursed by the Trustee from claims made under the
Class A Insurance Policy shall not be considered payment by the Issuer with respect to such Class A
Notes, and shall not discharge the obligations of the Issuer with respect thereto. The Note
Insurer shall, to the extent it makes any payment with respect to the Class A Notes, become
subrogated to the rights of the recipients of such payments to the extent of such payments.
Subject to and conditioned upon any payment with respect to the Class A Notes by or on behalf of
the Note Insurer, the Trustee shall assign to the Note Insurer all rights to the payment of
interest or principal with respect to the Class A Notes which are then due for payment to the
extent of all payments made by the Note Insurer and the Note Insurer may exercise any option, vote,
right, power or the like with respect to the Class A Notes to the extent that it has made payment
pursuant to the Class A Insurance Policy. To evidence such subrogation, the Note Registrar shall
note the Note Insurer’s rights as subrogee upon the register of the Class A Noteholders upon
receipt from the Note Insurer of proof of payment by the Note Insurer of any amounts due in respect
of the Class A Notes on the Final Payment Date. The foregoing subrogation shall in all cases be
subject to the rights of the Class A Noteholders to receive all Note Insurance Guaranteed Payments
in respect of the Class A Notes and the Class B Notes, respectively.



     (e) The Trustee shall keep a complete and accurate record of all funds deposited by the
Trustee on behalf of the Note Insurer into the Collection Account with respect to the Class A
Insurance Policy and the allocation of such funds to payment of interest and principal in respect



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of any Class A Note. The Note Insurer shall have the right to inspect such records at
reasonable times upon one Business Day’s prior notice to the Trustee.



     (f) The Trustee shall be entitled to enforce on behalf of the Class A Noteholder the
obligations of the Note Insurer under the Class A Insurance Policy. Notwithstanding any other
provision of this Indenture or any Transaction Document, the Class A Noteholders are not entitled
to institute proceedings directly against the Note Insurer.



      Section 9.02 Preference Claims Under Class A Insurance Policy.




     (a) In the event that the Trustee has received a certified copy of a Final Order that all or a
portion of any amount insured under the Class A Insurance Policy has been avoided in whole or in
part as a preference payment under applicable bankruptcy law, the Trustee shall so notify the Note
Insurer, shall comply with the provisions of the Class A Insurance Policy to obtain payment by the
Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note
Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A
Noteholder’s payment is so recoverable, such Noteholder will be entitled to payment pursuant to the
terms of the Class A Insurance Policy. The Trustee shall furnish to the Note Insurer its records
evidencing the payments of principal of and interest on Class A Notes, if any, which have been made
by the Trustee and subsequently recovered from Class A Noteholder, and the dates on which such
payments were made. Pursuant to the terms of the Class A Insurance Policy, the Note Insurer will
make such payment on behalf of the Noteholder to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Final Order and not to the Trustee or any Class A Noteholder
directly (unless a Noteholder has previously paid such payment to the receiver, conservator,
debtor-in-possession or Trustee in bankruptcy, in which case the Note Insurer will make such
payment to the Trustee for distribution to such Noteholder upon proof of such payment reasonably
satisfactory to the Note Insurer).



     (b) The Trustee shall promptly notify the Note Insurer of any proceeding or the institution of
any action (of which a Responsible Officer of the Trustee has actual knowledge) seeking a
Preference Amount. In accordance with the provisions of the Class A Insurance Policy, the Note
Insurer is required to pay an amount equal to each such Preference Amount by 12:00 noon on the
Business Day following receipt by the Note Insurer on a Business Day of (x) a certified copy of the
Final Order and (y) an assignment, in form reasonably satisfactory to the Note Insurer, irrevocably
assigning to the Note Insurer all rights and claims of the Trustee and/or such Class A Note
Noteholder relating to or arising under such Preference Amount and constituting an appropriate
instrument, in form satisfactory to the Note Insurer, appointing the Note Insurer as the agent of
the Trustee and/or such Class A Noteholder in respect of such Preference Amount, including without
limitation in any legal proceeding related to such Preference Amount, and (z) a Notice
appropriately completed and executed by the Trustee or such Class A Noteholder, as the case may be.
Such payment shall be made to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the Final Order and not to the Trustee or Class A Noteholder directly (unless
the Class A Noteholder has previously paid such amount to such receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in such Final Order in which case payment shall
be made to the Trustee for distribution to the Class A Noteholder upon delivery of proof of such
payment reasonably satisfactory to the Note Insurer). Notwithstanding the foregoing, in no event
shall the Note Insurer be (i) required to



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make any payment under the Class A Insurance Policy in respect of any Preference Amount to the
extent such Preference Amount is comprised of amounts previously paid by the Note Insurer, or (ii)
obligated to make any payment in respect of any Preference Amount, which payment represents a
payment of the principal amount of any Class A Notes, prior to the time the Note Insurer otherwise
would have been required to make a payment in respect of such principal, in which case the Note
Insurer shall pay the balance of the Preference Amount when such amount otherwise would have been
required to be paid hereunder.



     (c) Each Class A Noteholder, by its purchase of Class A Notes, and the Trustee hereby agree
that, the Note Insurer may at any time during the continuation of any proceeding relating to a
Preference Amount direct all matters relating to such Preference Amount, including, without
limitation, (i) the direction of any appeal of any order relating to any Preference Amount and (ii)
the posting of any surety, supersedeas or performance bond pending any such appeal at the expense
of the Note Insurer, but subject to reimbursement as provided in the Note Insurance Agreement. In
addition, and without limitation of the foregoing, the Note Insurer shall be subrogated to, and
each Class A Noteholder and the Trustee hereby delegate and assign, to the fullest extent permitted
by law, the rights of the Trustee and each Class A Noteholder in the conduct of any proceeding with
respect to a Preference Amount, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued in connection with any such
Preference Amount.



     Section 9.03 Collateral and Trust Accounts Held for Benefit of Note Insurer. The
Trustee shall hold the Collateral for the benefit of the Secured Parties and all references in this
Indenture and in the Class A Notes to the benefit of Class A Noteholders shall be deemed to include
the Note Insurer.



     Section 9.04 Preservation of the Note Insurer’s Rights. Upon its becoming aware of
the occurrence of a Default, an Event of Default or an Event of Servicing Termination, the Trustee
shall promptly notify the Note Insurer of such Default, Event of Default or Event of Servicing
Termination pursuant to Section 12.02 of this Indenture. The Trustee, the Issuer and the Servicer
shall cooperate in all respects with any reasonable request by the Note Insurer for action to
preserve or enforce the Note Insurer’s rights or interests under this Indenture without limiting
the rights or affecting the interests of the Class A Noteholders as otherwise set forth herein.



     Section 9.05 Pending Litigation. The Trustee hereby agrees to provide the Note
Insurer prompt notice of any action, proceeding or investigation of which it has actual knowledge
that names the Issuer, Trustee or Servicer as a party that could adversely affect the interest of
the Class A Noteholders.



     Section 9.06 Note Insurer’s Rights. (a) For so long as no Note Insurer Default has
occurred and is continuing, each Class A Noteholder agrees that the Note Insurer shall be treated
by the Issuer, the Servicer, the Back-up Servicer and the Trustee as if the Note Insurer were the
Class A Noteholders for the purpose (and solely for the purpose) of the giving of any consent, the
making of any direction or the exercise of any voting or other control rights otherwise given to
the Class A Noteholders hereunder and the Class A Noteholders shall only exercise such rights with
the prior written consent of the Note Insurer.



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     (b) The Trustee, the Issuer, the Servicer and the Back-up Servicer shall cooperate in all
respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note
Insurer’s rights or interests under this Indenture without limiting the rights or affecting the
interests of the Class A Noteholders as otherwise set forth herein; provided, however, that neither
the Trustee nor the Issuer shall be under any obligation to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, direction or order of the Note Insurer
pursuant to the provisions of this Indenture, unless the Note Insurer shall have offered to the
Trustee or the Issuer, as applicable, reasonable security or indemnity satisfactory to it against
the costs, expenses and liabilities which may be incurred therein or thereby.



     Section 9.07 Notices to Note Insurer. All notices, statements, reports, certificates,
lists or opinions required by this Indenture to be sent to the parties hereto, the Rating Agencies
or the Class Noteholders shall also be sent, at the same time such statements, reports,
certificates, lists of opinions are otherwise sent, by overnight delivery, telecopy or email to the
Note Insurer.



     Section 9.08 Surrender of Class A Insurance Policy. The Trustee shall surrender the
Class A Insurance Policy to the Note Insurer for cancellation upon the expiration of such policy in
accordance with the terms thereof.



ARTICLE X

SUPPLEMENTAL INDENTURES




     Section 10.01 Supplemental Indentures without Consent of the Noteholders.



     (a) The Issuer, the Servicer, the Trustee, the Custodian and the Back-up Servicer, without the
consent of the Holders of any Notes but with the consent of the Control Party may, at any time and
from time to time, enter into one or more amendments to this Indenture or indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes, provided that (x)
any such amendment or supplemental indenture, as evidenced by an opinion of counsel if requested by
the Trustee, the Note Insurer or the Control Party, will not have an adverse effect on the legal
rights of the Holders, the Swap Counterparty or the Note Insurer, (y) each Rating Agency shall have
confirmed (other than S&P, from which no such confirmation shall be required), in writing, that the
ratings on the Notes will not be lowered (without regard to the Class A Insurance Policy) as a
result of or in connection with any such amendment and (z) any such amendment does not modify this
Indenture in a manner requiring the consent of all affected Noteholders as described in Section
10.02 hereof.:




     (i) to better assure, convey and confirm unto the Trustee 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; or




     (ii) to cause the provisions in this Indenture to conform to or be consistent with or
in furtherance of the statements made with respect to the Notes, the Collateral or the
Transaction Documents in the Offering Circular to the extent that such provisions were
intended to be verbatim recitations of a provision in the Offering Circular, or to correct
or supplement any provision in the Indenture which may be inconsistent with any other
provisions therein or with the provisions of any other Transaction Document; or



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     (iii) to evidence the succession of another Person to the Issuer, and the assumption by
such successor of the covenants of the Issuer in this Indenture and in the Notes; or




     (iv) to add to the covenants of, and the conditions, limitations and restrictions to be
observed by, the Issuer, for the benefit of the Secured Parties or to surrender any right or
power conferred upon the Issuer in this Indenture; or




     (v) to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee; or




     (vi) to evidence the succession of the Trustee pursuant to the terms of this Indenture.



     (b) 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, but the Trustee shall not be obligated to enter into any such supplemental indenture
that affects the Trustee’s own rights, duties, indemnities, liabilities or immunities under this
Indenture or otherwise.



     (c) Promptly after the execution by the Issuer, the Servicer, the Back-up Servicer, the
Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Rating
Agencies, the Note Insurer and each Noteholder a copy of such supplemental indenture.



     Section 10.02 Supplemental Indentures with Consent of the Noteholders. With the prior
written consent of the Majority Holders, the Swap Counterparty and (so long as no Note Insurer
Default shall have occurred and be continuing) the Note Insurer, the Issuer, the Servicer, the
Trustee, the Custodian and the Back-up Servicer may enter into an amendment or modification to this
indenture or into 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 Holders of the Notes under this Indenture (other than as provided in
Section 10.01 hereof); provided, however, that no such amendment or supplemental indenture shall
become effective without (i) the consent of each of the Holders of the Notes, or the Swap
Counterparty, adversely affected thereby, and (ii) so long as any Notes remain Outstanding,
satisfaction of the Rating Agency Condition if such amendment or supplemental indenture shall:




     (a) change the Stated Maturity Date of any Note or the due date of any installment of
principal of, or method of computing principal of, or any installment of interest on, any
Note, or change the principal amount thereof or the applicable Note Rate thereof 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 any such
payment; or




     (b) reduce the percentage of the principal amount of Outstanding Notes, the consent of
the Holders of which is required for any such amendment or supplemental indenture, or the
consent of the Holders of which is required for any waiver of



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compliance with certain provisions of this Indenture or Events of Default or their
consequences; or




     (c) impair or adversely affect the priority of any payments payable by the Trustee from
the Collection Account on each Payment Date under this Indenture; or




     (d) permit the creation of any Lien ranking prior to, on a parity with, or subordinate
to the Lien of the Trustee with respect to any part of the Collateral or, except as
expressly provided in this Indenture, terminate or release the Lien of the Trustee on any
material portion of the Collateral at any time subject to the Indenture or deprive any
Secured Party of the security afforded by the Lien of this Indenture; or




     (e) modify or alter any of the provisions of this Section 10.02 or any defined term
used in Sections 10.01 or 10.02 of this Indenture (or any defined term used therein), except
to increase the percentage of Holders required for any modification or waiver or to provide
that certain other provisions of this Indenture cannot be modified or waived without the
consent of each Noteholder affected thereby; or




     (f) modify Sections 6.01(a) or 6.01(b) or any defined term used therein, or Section
13.03.



     The Trustee is hereby authorized to join in the execution of any such amendment or
supplemental indenture and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into any such amendment or
supplemental indenture that affects in any adverse respect the Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise.



     Promptly after the execution by the Issuer, the Servicer, the Trustee and the Note Insurer
(and the Control Party and all Noteholders if required to approve such amendment or supplement) of
any supplemental indenture pursuant to this Section, the Issuer shall mail to the Rating Agencies,
the Note Insurer, the Back-up Servicer, the Swap Counterparty and each Noteholder a copy of such
supplemental indenture.



     Section 10.03 Execution of Supplemental Indentures. In executing any supplemental
indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Note Insurer, the Swap Counterparty and the Trustee shall be entitled to receive
upon request, and (solely with respect to the Trustee, subject to Section 7.01) shall be not be
liable for and shall be fully authorized to conclusively rely in good faith upon, an Opinion of
Counsel reasonably acceptable to the Trustee and the Control Party stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and all conditions
precedent to such execution have been satisfied.



     Section 10.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture for all purposes;
and every Noteholder theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.



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     Section 10.05 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 Trustee shall, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Issuer shall so determine, new Notes so
modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee
in exchange for Outstanding Notes.



     Section 10.06 Amendments Affecting Note Insurer; Consent of Note Insurer.
Notwithstanding any of the other provisions of this Indenture, none of the Issuer, the Servicer,
the Back-up Servicer, the Trustee or the Custodian shall enter into any amendment or supplement to
this Indenture that would (i) adversely affect or diminish the rights of the Note Insurer, or the
benefits accorded to the Note Insurer, under the Note Insurance Agreement, the Premium Letter, this
Indenture (including the priority of payments set forth in Section 13.03) or any other Transaction
Document, or (ii) adversely affect or expand the obligations of the Note Insurer under the Note
Insurance Agreement, the Premium Letter and the Class A Insurance Policy.



     Section 10.07 Amendments to the Lockbox Intercreditor Agreement. The Trustee shall
not enter into any material amendment, modification, supplement, consent or waiver of the Lockbox
Intercreditor Agreement without the written consent of the Control Party and the Swap Counterparty
and the satisfaction of the Rating Agency Condition.



ARTICLE XI

REDEMPTIONS AND PREPAYMENTS OF NOTES




     Section 11.01 Redemptions of Notes.



     (a) Optional Redemptions. The Issuer shall have the right, subject to the terms
hereof, to redeem, in whole but not in part, all Outstanding Notes prior to the Stated Maturity
Date on any Payment Date on which the Aggregate Outstanding Note Balance, after giving effect to
the payments to be made on such Payment Date, is less than or equal to five percent (5%) of the
Aggregate Initial Note Balance issued under this Indenture. In connection with any such redemption
of all Outstanding Notes, the Issuer shall set the Redemption Date and give notice thereof in
writing to the Trustee pursuant to Section 11.02. The Issuer shall set the Redemption Date and the
Redemption Record Date and give notice thereof to the Trustee pursuant to Section 11.02 hereof.



     (b) Installments of interest and principal due on or prior to the Redemption Date shall
continue to be payable to the Holders of the Notes called for redemption as of the relevant Record
Dates according to their terms and the provisions of Section 2.09 hereof. The election of the
Issuer to redeem any Notes pursuant to this Section shall be evidenced by a written notice from the
Issuer directing the Trustee to make the payment of the Redemption Price on all of the Notes to be
redeemed from monies deposited with the Trustee pursuant to Section 11.02 hereof.



     Section 11.02 Notice to Trustee. In the case of any redemption pursuant to Section
11.01 hereof, (a) the Issuer shall, at least 15 days prior to the Redemption Date, notify the
Trustee, the



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Note Insurer and the Holders of the Notes in writing of the Issuer’s election to cause a
redemption of the Notes; (b) the Issuer shall deposit in the Collection Account on the Business Day
immediately preceding the Redemption Date the amounts described in Section 11.02(c); and (c) the
Issuer shall deliver an Issuer Order directing the Trustee to (i) make payment of the sum of (A)
the Redemption Price plus, (B) all other amounts that are due or will be due to the Noteholders,
the Trustee, the Custodian, the Back-up Servicer, the Servicer, the Swap Counterparty and the Note
Insurer under the Transaction Documents and (ii) to return the Class A Insurance Policy to the Note
Insurer on the Redemption Date. Upon delivery to the Trustee, the Noteholders, the Custodian, the
Paying Agent, the Back-up Servicer and the Note Insurer of such documents and an Officer’s
Certificate from the Servicer satisfactory to the Control Party certifying that (1) the amounts
required to be deposited into the Collection Account shall have been deposited, (2) the
requirements of Section 11.01(a) have been satisfied and (3) the Class A Insurance Policy has been
returned to the Note Insurer, the Trustee shall promptly release its interest in the entire
Collateral as provided in Section 11.05.



     Section 11.03 Notice of Redemptions to Noteholders. Upon receipt of the notice set
forth in Section 11.02(a), the Trustee shall provide notice thereof with a copy of such notice of
redemption pursuant to Section 11.01 by first class mail or courier delivery, dispatched no later
than five (5) Business Days following the date on which such notice was provided, to each
Noteholder (at its address in the Note Register).



     All notices of redemption shall state:



     (a) the Redemption Date;



     (b) the amount that will be deposited in the Collection Account, which shall be the sum of (A)
the Redemption Price plus (B) all other amounts that are payable to the Noteholders, the Trustee,
the Note Insurer, the Swap Counterparty, the Custodian, the Back-up Servicer, the Servicer and the
Paying Agent under the Transaction Documents on the Redemption Date;



     (c) that on the Redemption Date, the Redemption Price will become due and payable with respect
to the Notes, and that interest on all Outstanding Notes shall cease to accrue on such date;



     (d) all conditions precedent in connection with such redemption have been satisfied;



     (e) the address at which such redeemed Notes shall be delivered; and



     (f) the Redemption Record Date.



     Notice of redemption of Notes shall be given by the Trustee in the name and at the expense of
the Issuer.



     Section 11.04 Amounts Payable on Redemption Date. Notice of redemption having been
given to Noteholders as provided in Section 11.03, such Notes shall, on the Redemption Date, become
due and payable at the Redemption Price specified in Section 11.03(b), and on such Redemption Date
(unless the Issuer shall default in the payment of such Redemption Price), all of the Outstanding
Notes shall cease to bear interest. On the Redemption Date: (A) each



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Noteholder shall be paid such Noteholder’s applicable share of the Redemption Price by the
Paying Agent on behalf of the Issuer upon presentation and surrender of their respective Notes at
the office or agency specified in Section 7.13; and (B) each other Person to whom monies are owed
under Section 11.03(b) shall be paid all amounts owing to such Person from the amounts deposited in
the Collection Account in accordance with Section 11.02(b); provided, that no redemption may be
effectuated unless, concurrently with any redemption occurring under this Article XI, all amounts
due under this clause (B) shall be paid in full from funds on deposit in the Collection Account.
If the Holder of any Note called for redemption shall not be so paid, then the principal shall,
until paid, bear interest from the Redemption Date at the applicable Note Rate and the redemption
shall be canceled, the Paying Agent shall return the Redemption Price specified in Section 11.03(b)
to the Issuer or other Person providing the funds for payment, and the Notes shall be payable on
the Stated Maturity Date or earlier to the extent otherwise provided herein. All amounts payable
on any Redemption Date shall be paid in accordance with this Section 11.04, without regard to the
priority of distribution provisions contained in Section 13.03.



     Section 11.05 Release of Contract Assets in Connection with Redemptions.



     (a) In connection with any redemption permitted under this Article XI, the Issuer shall be
permitted to obtain a release of the Contracts, and the Trustee shall release its Lien on the
Contracts, at any time after the conditions to any redemption set forth in this Article XI have
been satisfied. In order to effect any such release, the Issuer shall deliver to the Trustee, the
Note Insurer and the Custodian an Officer’s Certificate, (1) identifying the Contracts and the
related Equipment to be released, (2) requesting the release thereof, (3) setting forth the amount
deposited in the Collection Account with respect thereto, (4) certifying that the amount deposited
in the Collection Account is equal to the Redemption Price and all other amounts required to be
paid in connection with a Redemption under this Article XI, and (5) certifying that all other
conditions precedent set forth in the Transaction Documents relating to such release have been
satisfied.



     (b) Upon receipt of the Officer’s Certificate from the Issuer containing the certifications
required under clause (a) of this Section, and provided that all other certifications and documents
required under the terms of this Indenture have been received by the Trustee, the Trustee shall
release from the Lien of this Indenture and the Custodian shall deliver to the Issuer or upon
Issuer Order the Contracts and all related Contract Assets described in the Issuer’s Officer’s
Certificate.



ARTICLE XII

REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 12.01 Representations and Warranties.



     The Issuer hereby makes the following representations and warranties for the benefit of the
Trustee, the Custodian and the Secured Parties on which the Trustee relies in accepting the
Collateral in trust and in authenticating the Notes and the Note Insurer relies in issuing the
Class A Insurance Policy. Except as specifically provided otherwise, such representations and



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warranties are made as of the Closing Date and each Acquisition Date and shall survive the
transfer, grant and assignment of the Collateral to the Trustee.



     (a) Organization and Good Standing. The Issuer is a Delaware limited liability
company duly organized, validly existing and is not organized under the laws of any other
jurisdiction. The Issuer is in good standing under the law of the State of Delaware and each other
State where the nature of its activities requires it to “qualify to do business”, except to the
extent that the failure to so qualify would not individually or in the aggregate materially
adversely affect the ability of the Issuer to perform its obligations under the Transaction
Documents.



     (b) Authorization. The Issuer has the power, authority and legal right to execute,
deliver and perform under the Transaction Documents and the execution, delivery and performance of
the Transaction Documents have been duly authorized by the Issuer by all necessary limited
liability company action.



     (c) Binding Obligation. Each of the Transaction Documents to which the Issuer is a
party, assuming due authorization, execution and delivery by the parties thereto other than the
Issuer, constitutes a legal, valid and binding obligation of the Issuer, enforceable against the
Issuer in accordance with its terms except that (i) such enforcement may be subject to bankruptcy,
insolvency, reorganization, rehabilitation, moratorium or other similar laws (whether statutory,
regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and
(ii) the remedy of specific performance and injunctive and other forms of equitable relief may be
subject to certain equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought, whether a proceeding at law or in equity.



     (d) No Violation. The consummation of the transactions contemplated by the
fulfillment of the terms of the Transaction Documents will not: (i) conflict with, result in any
breach of any of the material terms and provisions of, or constitute (with or without notice, lapse
of time or both) a default under the organizational documents of the Issuer, any indenture,
agreement, mortgage, deed of trust or other instrument to which the Issuer is a party or by which
it is bound; (ii) result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of such indenture, agreement, mortgage, deed of trust or other such
instrument, other than any Lien created or imposed pursuant to the terms of the Transaction
Documents, or (iii) violate any law or, to the best of the Issuer’s knowledge, any material order,
rule or regulation applicable to the Issuer of any court or of any federal or state regulatory
body, administrative agency or other governmental instrumentality having jurisdiction over the
Issuer or any of its properties.



     (e) No Proceedings. There are no proceedings or investigations to which the Issuer,
or any of the Issuer’s Affiliates, is a party pending, or, to the knowledge of the Issuer,
threatened, before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality (A) asserting the invalidity of the Transaction Documents or any
Receivable or any Contract, (B) seeking to prevent the issuance of any of the Notes or the
consummation of any of the transactions contemplated by the Transaction Documents, or (C) seeking
any determination or ruling that would adversely affect the performance by the Issuer of its



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obligations under, or the validity or enforceability of, the Transaction Documents or any
Receivable or any Contract.



     (f) Approvals. All approvals, authorizations, consents, orders or other actions of
any Person, or of any court, governmental agency or body or official, required in connection with
the execution and delivery of the Transaction Documents and with the valid and proper
authorization, issuance and sale of the Notes pursuant to this Indenture (except that no such
representation is made with respect to any necessary approvals of State securities officials under
the Blue Sky Laws), have been or will be taken or obtained on or prior to the Closing Date.



     (g) Principal Office. The Issuer’s principal place of business and chief executive
office is located at the Issuer Address.



     (h) Transfer and Assignment. Upon the delivery by or on behalf of the Issuer to the
Trustee of the Contracts and the filing of the financing statements described in Sections
4.01(a)(v) and 4.02(b), the Trustee, for the benefit of the Secured Parties, shall have a first
priority perfected security interest in the Issuer’s interest in the Contracts and Receivables and
the proceeds thereof and that portion of the Collateral in which a security interest may be
perfected by possession or the filing of a financing statement, in each case, under the UCC,
limited to the extent set forth in Section 9-315 of the UCC as in effect in the applicable
jurisdiction; provided that none of the Servicer, the Partnership and the Issuer shall be
required to file or record assignments of any UCC-1 financing statements or other lien recordings
made against an Obligor. All filings (including UCC filings) as are necessary in any jurisdiction
to perfect the security interest of the Trustee in the Collateral, including the transfer of the
Contracts and any other payments to become due thereunder, have been made.



     (i) Owners of the Issuer. Lease Equity Appreciation Fund II, L.P. owns one hundred
percent (100%) of the Equity Interest in the Issuer, and such Equity Interest is duly authorized,
validly issued, fully paid for and non-assessable by the Issuer.



     (j) Bulk Transfer Laws. The transfer, assignment and conveyance of the Contract
Assets by the Issuer pursuant to this Indenture are not subject to the bulk transfer or any similar
statutory provisions in effect in any applicable jurisdiction.



     (k) The Contract Assets. The rights of the Issuer with respect to the representations
and warranties that are made by the related Transferor in Section 3.01 of each Purchase and Sale
Agreement and each Assignment Agreement, as of each Acquisition Date have been assigned by the
Issuer to the Trustee pursuant to the terms hereof, and the Issuer is not aware of any inaccuracy
in any such representations and warranties except for such inaccuracies as have been provided in
writing to the Trustee and the Note Insurer.



     (l) Solvency. The Issuer, both prior to and after giving effect to the transactions
contemplated hereby, (i) is not “insolvent” (as such term is defined in §101(32)(A) of the
Bankruptcy Code); (ii) is able to pay its debts as they become due; and (iii) does not have
unreasonably small capital for the activities that it conducts or for any transaction(s) in which
it is about to engage.



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     (m) Investment Company. The Issuer is not an “investment company” or a company
controlled by an “investment company” registered or required to be registered under the Investment
Company Act of 1940, as amended, or otherwise subject to any other federal or state statute or
regulation limiting its ability to incur indebtedness. The Issuer, at all times, within the
meaning of 17 C.F.R. 270.3a-7, (1) will have issued only the Notes and the membership interests
issued to its managing member at its formation, and any other securities issued by the Issuer are
“fixed income securities or other securities ... that depend primarily on the cash flow from
eligible assets” and for which a trustee is appointed in compliance with 17 C.F.R. 270.3a-7(a)(4),
(2) will sell its securities only to its affiliates, “qualified institutional buyers”, or
institutional accredited investors or will sell securities “rated, at the time of initial sale, in
one of the four highest categories assigned long-term debt” by a Rating Agency, (3) will either
acquire or dispose of (x) the Contracts only in accordance with and as permitted by the Purchase
and Sale Agreements, the Assignment Agreements, its limited liability company operating agreement
and the Indenture, in the case of Contract dispositions, only in consequence of breach of
representation or warranty, Contract default or Contract substitutions, or (y) any other “eligible
assets” only (a) in accordance with the agreements under which its securities are issued, (b) if a
rating downgrade of any of its outstanding “fixed-income securities” does not result and (c) if
such acquisition or disposition is not “for the primary purpose of recognizing gains or decreasing
losses resulting from market value changes”. The Issuer will not engage in any business other than
that expressly permitted by the Transaction Documents and its limited liability company operating
agreement.



     (n) Limited Activities. Since its formation, the Issuer has conducted no activities
other than the execution, delivery and performance of the Transaction Documents contemplated
hereby, and such other activities as are incidental to the foregoing and otherwise permitted under
Section 12.02(i). The Issuer has incurred no indebtedness nor engaged in any activities or
transactions nor acquired any assets except as expressly contemplated hereunder and under the other
Transaction Documents.



     (o) Taxes. The Issuer has filed or caused to be filed all Federal, state and local
tax returns which are required to be filed by it, and has paid or caused to be paid all taxes shown
to be due and payable on such returns or on any assessments received by it, other than any taxes or
assessments, the validity of which are being contested in good faith by appropriate proceedings and
with respect to which the Issuer or the Servicer on its behalf has set aside adequate reserves on
its books in accordance with GAAP and which proceedings have not given rise to any Lien.



     (p) Lockbox Accounts. The Issuer has no lockbox accounts or other bank accounts for
the collection of the Contract Assets other than the Lockbox Account.



     (q) Accuracy of Information. All certificates, reports, financial statements and
similar writings furnished by or on behalf of the Issuer to the Trustee, the Note Insurer, the Swap
Counterparty or any Noteholder, at any time pursuant to any requirement of, or in response to any
written request of any such party under, this Indenture or any other Transaction Document, have
been, and all such certificates, reports, financial statements and similar writings hereafter
furnished by the Issuer to such parties will be, true and accurate in every respect material to the
transactions contemplated hereby on the date as of which any such certificate, report, financial



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statement or similar writing was or will be delivered, and shall not omit to state any
material facts or any facts necessary to make the statements contained therein not materially
misleading.



     (r) Rating Agency Perfection Requirements as to Collateral. 




          (1) This Indenture creates a valid and continuing security interest (as defined in the
UCC) in the Collateral in favor of the Trustee, which security interest is prior to all
other Liens and is enforceable as such as against creditors of and purchasers from the
Issuer. The Issuer has good and marketable title to the Collateral (including the
Collection Account, the Reserve Account, the Servicer Transition Account and all amounts
from time to time on deposit in the Lockbox Account with respect to the Contracts), free and
clear of any Liens (except as otherwise provided in the Lockbox Intercreditor Agreement and
the rights of Obligors to Security Deposits retained by the Partnership).




          (2) All of the Contracts included in the Collateral constitute “tangible chattel paper”
within the meaning of the UCC. The Issuer has transferred to the Trustee the original
copies of such tangible chattel paper, and, other than the stamp, if any, in favor of a
prior lender that signed a Release Agreement related to a Contract, none of such tangible
chattel paper has any marks or notations indicating that it has been pledged, assigned or
otherwise conveyed to any Person other than in favor of the Issuer or the Trustee. The
Equipment related to each Contract constitutes either “equipment” for purposes of section
9-102(33) of the UCC or “inventory” for purposes of section 9-102(48) of the UCC; provided
however, that not more than 5.0% of the Contracts may relate to Equipment that does not
constitute “equipment” for purposes of section 9-102(33) of the UCC or “inventory” for
purposes of section 9-102(48) of the UCC.




          (3) The Issuer has caused (and will instruct the Servicer to cause), the filing of all
appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest granted in the
Collateral to the Trustee hereunder. Each such financing statement will contain a statement
that a “purchase of, or security interest in, any collateral described in this financing
statement will violate the rights of the Trustee.”




          (4) Each of the Reserve Account, the Collection Account and the Servicer Transition
Account constitutes a “securities account” within the meaning of the applicable UCC. As
provided in Section 13.02(e), the securities intermediary for the Collection Account, the
Reserve Account and the Servicer Transition Account has agreed to treat all assets credited
thereto as “financial assets” within the meaning of the UCC and the Issuer has taken all
steps necessary to cause the securities intermediary to identify in its records the Trustee
as the person having a security entitlement against the securities intermediary in the
Collection Account, the Reserve Account and the Servicer Transition Account. None of the
Reserve Account, the Collection Account or the Servicer Transition Account is in the name of
any person other than the Trustee for the benefit of the Secured Parties. The Issuer has
not permitted the securities intermediary of the Collection Account, the Reserve Account or
the Servicer Transition Account to comply



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with entitlement orders of any person other than
the Trustee. The Issuer has received all
consents and approvals required in connection with the Grant to the Trustee of its
interest and rights in the Reserve Account, the Collection Account and the Servicer
Transition Account.




          (5) The Lockbox Account constitutes a “deposit account” within the meaning of the
applicable UCC. The Issuer has delivered, or has caused the Servicer to deliver, to the
Trustee, a fully executed Lockbox Intercreditor Agreement relating to the Lockbox Account,
pursuant to which the Lockbox Bank has agreed to comply with all instructions by the
Trustee, as securities intermediary thereunder, directing the disposition of funds in the
Lockbox Account without further consent by the Issuer or the Servicer. The Issuer has not
permitted any Lockbox Bank to comply with any instructions of any other Person regarding
withdrawal of funds other than the Trustee and, to the extent permitted under the
Transaction Documents, the Servicer. The Lockbox Account is not in the name of any person
other than the Issuer, the Trustee or the Lockbox Bank, as securities intermediary under the
Lockbox Intercreditor Agreement.




          (6) Other than the security interest granted to the Trustee pursuant to this Indenture,
the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any of the Collateral. The Issuer has not authorized the filing of and is not
aware of any financing statements against the Issuer, any Transferor or the Partnership that
include a description of collateral that includes the Collateral other than any financing
statement that have been terminated or released. The Issuer is not aware of any judgment,
ERISA or tax lien filings against the Issuer, the Transferors or the Partnership.




          (7) Notwithstanding any other provision of this Indenture or any other Transaction
Document, the representations contained in this Section 12.01(r) shall be continuing and
remain in full force and effect, without waiver, until the date on which the Notes have been
paid in full, all amounts owed to the Note Insurer have been paid in full, the Note
Insurance Agreement has been terminated and the Class A Insurance Policy has been returned
to the Note Insurer for cancellation.




          (8) In the event that the sale of a Contract by a Transferor to the Issuer under the
Purchase and Sale Agreement and the pledge of such Contract by the Borrower to the Trustee,
for the benefit of the Secured Parties, hereunder are insufficient, without a notation on a
related Motorized Titled Equipment’s certificate of title, or without fulfilling any
additional administrative requirements under the laws of the state in which such Motorized
Titled Equipment is located, to assign the ownership of such Motorized Titled Equipment to
the Issuer or to perfect a security interest in such Motorized Titled Equipment (and the
proceeds thereof) in favor of the Trustee, for the benefit of the Secured Parties, the
parties hereto agree that (i) the designation of the Originator (or its nominee) under a
Lienholder Nominee Agreement, to be executed within 180 days following the first day of
inclusion of such Contract secured by such Motorized Titled Equipment in the calculation of
the Discounted Pool Balance, as the lienholder on the certificate of title with respect to
such Motorized Titled Equipment, is in its capacity as



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agent of the Issuer and the Trustee,
for the benefit of the Secured Parties, as their interests may appear, and (ii) such designation shall be sufficient until such notations are made
or additional administrative requirements are fulfilled.




          (9) Any Contract for which the Servicer shall not have within 180 days of the first day
of inclusion of such Contract secured by such Motorized Titled Equipment in the calculation
of the Discounted Pool Balance, (i) received a Lien Certificate showing the Issuer or the
Originator (or its nominee) under a Lienholder Nominee Agreement as secured party with
respect to the related Motorized Titled Equipment from the applicable Registrar of Titles
and (ii) delivered such Lien Certificate or such evidence to the Custodian, shall no longer
be included in the calculation of the Discounted Pool Balance. In the case of any Contract
excluded from the calculation of the Discounted Pool Balance pursuant to the previous
sentence, the Contract so excluded from the calculation of the Discounted Pool Balance may
at a later time be included in the calculation of the Discounted Pool Balance, provided,
that the Custodian shall have received a Lien Certificate showing the Issuer or the
Originator (or its nominee) under a Lienholder Nominee Agreement as secured party with
respect to the related Motorized Titled Equipment from the applicable Registrar of Titles.



     (s) Existing Contracts. As to each Initial Contract and the related Contract Assets,
as of the Closing Date: (i) the information set forth in the Contract Schedule with respect to
such Contract is true and correct; (ii) except as otherwise described on an Exception Report
delivered in connection with the acquisition of such Contract, (A) immediately prior to such
Contract’s Acquisition Date, the Servicer (or a custodian designated to hold such Contracts on the
Servicer’s behalf) had possession of the original of such Contract and all related Contract Files;
(B) each of such documents required to be signed by the Obligor was signed by the Obligor in the
appropriate spaces; and (C) the complete Contract Files file for such Contract was delivered to the
Custodian; and (iv) as of the date that such Contract was acquired, the Servicer used no selection
procedures that identified the Contracts or other Contract Assets being acquired on such date as
being less desirable or valuable than other comparable equipment leases or loans owned by the
related Transferor.



     Section 12.02 Covenants. The Issuer hereby makes the following covenants for the
benefit of the Secured Parties and on which the Trustee relies in accepting the Collateral in trust
and in authenticating the Notes and the Note Insurer relies in issuing the Class A Insurance
Policy.



     (a) No Liens. Except for the conveyances and grant of security interests hereunder,
the Issuer will not sell, pledge, assign, convey, dispose of or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any Lien on any Collateral now existing or
hereafter created, or any interest therein prior to the termination of this Indenture pursuant to
Section 5.01; the Issuer will notify the Trustee and the Note Insurer in writing of the existence
of any Lien on any of the Collateral immediately upon discovery thereof; the Issuer shall promptly
discharge (or cause to be discharged) any Lien (other than Permitted Liens) on the Collateral; and
the Issuer shall defend the right, title and interest of the Trustee in, to and under the
Collateral now existing or hereafter created, against all claims of third parties claiming through
or under the Issuer; provided that nothing in this Section 12.02(a) shall prevent or be
deemed to prohibit the Issuer



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from suffering to exist upon any of the Equipment any Liens for
municipal or other local taxes
and other governmental charges due from the Issuer if such taxes or governmental charges shall
not at the time be due and payable or, if the Issuer shall currently be contesting the validity
thereof in good faith by appropriate proceedings, nonpayment of such taxes or charges shall not
pose any risk of forfeiture of such Equipment, and the aggregate amount at dispute shall not be
greater than $50,000.00, unless the Control Party otherwise approves.



     (b) Obligations with Respect to the Contract Assets. The Issuer will do nothing to
impair the rights of the Trustee (for the benefit of the Secured Parties) in the Collateral. In
addition, to the extent the Issuer actually receives any Collections, it shall deposit or cause to
be deposited in the Collection Account within two (2) Business Days of receipt thereof the amount
of such Collections in accordance with Section 13.03 and will hold such monies in trust for the
Trustee until so deposited. The Issuer agrees to take all such lawful action as the Trustee or the
Control Party may request to compel or secure the performance and observance by the Partnership and
the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with
the Purchase and Sale Agreements, the Assignment Agreements and the Servicing 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 such Transaction Documents
to the extent and in the manner directed by the Trustee or the Control Party, as applicable,
including the transmission of notices of default thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the Partnership or the
Servicer of each of their obligations thereunder.



     (c) Notice of Default, Etc. The Issuer will deliver to the Trustee, the Note Insurer,
the Swap Counterparty and each Holder of Outstanding Notes immediately upon becoming aware of the
existence of any condition or event that constitutes a Default, an Event of Default or an Event of
Servicing Termination, a written notice describing its nature and period of existence and what
action is being taken or proposed to be taken with respect thereto.



     (d) Compliance with Law. The Issuer will comply, in all material respects, with all
acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable
to it or the Collateral or any part thereof or necessary for it to perform its responsibilities
hereunder and under the other Transaction Documents; provided that the Issuer may contest
any act, regulation, order, decree or direction in good faith and in any reasonable manner which
shall not adversely affect the rights of the Trustee (for the benefit of the Secured Parties) in
the Collateral.



     (e) Preservation of Security Interest. The Issuer shall execute and file such
documents requested of it which may be required by law to fully preserve and protect the first
priority security interest of the Trustee (for the benefit of the Secured Parties) in the
Collateral.



     (f) Maintenance of Office, Etc. The Issuer will not, without providing thirty (30)
days’ prior written notice to the Trustee and the Note Insurer and without filing such amendments
to any previously filed financing statements as the Trustee or the Note Insurer may require or as
may be required in order to maintain the Trustee’s perfected security interest in the Collateral
(for the benefit of the Secured Parties), (a) change its jurisdiction of organization or the
location of its principal place of business, or (b) change its name, identity or corporate



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structure in any manner that would make any financing statement or continuation statement filed
by the Issuer in accordance with this Indenture seriously misleading within the meaning of
Section 9-506 of any applicable enactment of the UCC.



     (g) Further Assurances. The Issuer will make, execute or endorse, acknowledge, and
file or deliver to the Trustee and the Control Party from time to time such schedules, confirmatory
assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports, UCC
financing statements, and other assurances or instruments and take such further steps relating to
the Collateral, as the Trustee or the Note Insurer may reasonably request and reasonably require in
connection with the transactions the subject of the Transaction Documents, except that UCC
financing statements are not required to have been filed against the related Obligor for any
Equipment related to any Contract that had an original equipment cost at origination of less than
(A) if such Contract is a secured loan or finance lease that provides for a $1 purchase option,
$25,000, or (B) if such Contract provides for a “fair market value” purchase option, $50,000.



     (h) Notice of Liens. The Issuer shall notify the Trustee, the Swap Counterparty and
the Note Insurer in writing immediately after becoming aware of any Lien on any portion of the
Collateral, except for any Liens on Equipment for municipal or other local taxes due from the
Issuer if such taxes shall not at the time be due or payable without penalty or, provided the same
are Permitted Liens, if the Issuer shall currently be contesting the validity thereof in good faith
by appropriate proceedings, such nonpayment shall not pose any risk of forfeiture of such
Collateral and the Issuer shall have set aside on its books adequate reserves with respect thereto.



     (i) Activities of the Issuer. The Issuer (i) shall not engage in any other business
than (A) the acquisition, ownership, selling and pledging of the property acquired by it pursuant
to any Assignment Agreement, and causing the issuance of, receiving and selling the Notes issued
pursuant to this Indenture, (B) the exercise of any powers permitted to limited liability companies
under Delaware law which are incidental to the foregoing or necessary to accomplish the foregoing
and are not prohibited by the terms of its certificate of formation, its limited liability company
agreement or the other Transaction Documents; (ii) will hold such appropriate meetings of its board
of managers or distribute appropriate unanimous consents in lieu of a meeting as are necessary to
authorize all of the Issuer’s actions that are required by law to be authorized by the board of
managers, keep minutes of its meetings and otherwise observe all other customary corporate
formalities; (iii) will (A) maintain its books and records separate from the books and records of
any other entity, (B) maintain separate bank accounts and no funds of the Issuer shall be
commingled with funds of any other entity except as otherwise permitted in the Lockbox
Intercreditor Agreement, (C) keep in full effect its existence, rights, privileges, licenses and
franchises as a limited liability company under the laws of its applicable state of organization,
and will obtain and preserve its “qualification to do business” as a foreign limited liability
company in each jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Indenture, (D) cause its managers and officers to act
independently and in its interests, (E) cause its board of managers to duly authorize all of its
corporate actions and (F) observe all company procedures required by its organizational documents
and applicable laws; and (iv) will not (A) dissolve or liquidate in whole or in part, (B) own any
subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C) incur any
debt in connection with or make any capital expenditures, (D)(1) commence any



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case, proceeding or
other action under any existing or future bankruptcy, insolvency or similar law
seeking to have an order for relief entered with respect to it, or seeking reorganization,
arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar
official for it or any part of its assets, (3) make a general assignment for the benefit of
creditors, or (4) take any action in furtherance of, or consenting or acquiescing in, any of the
foregoing, (E) make any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another’s payment or performance on any obligation or its
capability of doing so, or otherwise), endorse or otherwise become contingently liable (directly or
indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or
any other interest in, or make any capital contribution to, any other Person other than as
specifically provided for in the Transaction Documents, (F) merge or consolidate with any other
Person, (G) engage in any other action that bears on whether the separate legal identity of the
Issuer will be respected, including (1) holding itself out as or permitting itself to be held out
as being liable for the debts of any other Person or (2) acting other than in its name and through
its duly authorized officers or agents, (H) create, incur, assume, or in any manner become liable
in respect of any indebtedness other than the Notes, expenses associated with the Closing Date,
trade payables and expense accruals incurred in the ordinary course of business in an amount less
than $12,300 at any one time outstanding and which are incidental to its permitted activities, and
as provided in or under the Transaction Documents, (I) sponsor or contribute, or contract to or
incur any other obligation to contribute to any Pension Plans, or (J) enter into or become party to
any agreements or instruments other than the Transaction Documents or any documents or instruments
executed pursuant thereto and in connection therewith. So long as any Notes remain Outstanding or
any other amounts are owed under the Transaction Documents, the Issuer shall not amend its
organizational documents without the prior written consent of the Control Party and, if any Class A
Obligations remain outstanding, the Note Insurer and prior written notice to the Rating Agencies
and the Trustee. The Issuer shall not make any investment in any Person through the direct or
indirect holding of securities or otherwise other than in Eligible Investments. The Issuer shall
not declare or pay any dividends, except out of funds released to it under Section 13.03. The
Issuer will not have any of its indebtedness guaranteed by the Partnership or any Affiliate of the
Partnership. Furthermore, the Issuer will not hold itself out, or permit itself to be held out, as
having agreed to pay or as being liable for the debts of the Partnership and the Issuer will not
engage in any transactions with the Partnership, except as expressly contemplated by the
Transaction Documents and on an arm’s-length basis. The Issuer will not hold the Partnership out
to third parties as other than an entity with assets and liabilities distinct from the Issuer. The
Issuer will cause any financial statements consolidated with those of the Partnership to state that
the Issuer is a separate corporate entity with its own separate creditors who, in any liquidation
of the Issuer, will be entitled to be satisfied out of the Issuer’s assets prior to any value in
the Issuer becoming available to the Issuer’s equity holders. The Issuer will not act in any other
matter that could foreseeably mislead others with respect to the Issuer’s separate identity.
Without the prior written consent of the Control Party, the Issuer will not, nor will it permit or
allow others to, amend, modify, terminate or waive any provision of any Contract Assets, except to
the extent otherwise expressly permissible under the Transaction Documents. Notwithstanding the
foregoing, the Servicer may, without the prior written consent of the Control Party, waive any
assumption fees, late payment charges, charges for checks returned for insufficient funds, or other
fees which may be collected in the ordinary course of



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servicing the Contracts. The Issuer shall
take such actions as the Trustee (at the direction of the
Control Party) shall request to enforce the Issuer’s rights under the Contracts, and, at any
time during which a Default shall have occurred and be continuing, shall take such actions as are
necessary to enable the Trustee (at the direction of the Control Party) to exercise such rights in
the Trustee’s own name. On or before May 15 of each year, so long as any of the Notes are
Outstanding, the Issuer shall furnish to the Note Insurer, the Trustee and each Noteholder, an
Officer’s Certificate confirming that the Issuer is in compliance with its obligations under this
Section 12.02(i).



     (j) Directors. The Issuer agrees that at all times, at least one (1) of the directors
of the Issuer will be professional directors that are not, and have not been, a director,
shareholder, officer or employee of any direct or ultimate parent or Affiliate of the Partnership;
provided that an independent director or independent officer may serve in similar
capacities for other “special purpose entities” formed by the Partnership and its Affiliates.



     (k) Treatment for Tax Purposes. The Issuer shall treat the Notes as indebtedness of
the Issuer and the Collateral as assets owned by the Issuer for purposes of all federal, state and
local income taxes, unless and until otherwise required by an applicable taxing authority.



     (l) Information Regarding the Issuer. The Issuer shall, on the written request of the
Trustee or the Control Party, on reasonable notice, furnish to the Trustee, the Note Insurer and
the Noteholders the books and records of the Issuer maintained pursuant to its limited liability
company agreement and any and all other information maintained or held by the Issuer regarding the
Issuer or the Collateral.



     (m) Preservation of the Contract Assets. The Issuer shall not assign, sell, pledge,
or exchange, or in any way encumber or permit the encumbrance of, or otherwise dispose of, the
Contract Assets except as expressly permitted under the Transaction Documents to which it is a
party.



     (n) Enforcement of Transaction Documents. Upon request, the Issuer will cooperate
with the taking of all actions necessary, and the diligent pursuit of all remedies available to it,
in all cases to the extent commercially reasonable, to allow the Control Party and the Trustee in
the name of the Issuer to enforce all obligations of the Partnership and the Servicer owing to the
Issuer under the Transaction Documents to which such Persons are a party and to secure its rights
thereunder.



     (o) Issuer May Not Merge, etc. The Issuer shall not merge with or into any other
Person or convey or transfer its properties and assets substantially as an entirety to any Person.



     (p) [Reserved.]



     (q) Use of Proceeds. The proceeds from the sale of the Notes may be used by the
Issuer solely to pay to or on behalf of the applicable assignor, the Purchase Price owed to it in
accordance with the Assignment Agreement for the purchase of Contract Assets, and to pay expenses
owed to the Noteholders, the Trustee, the Custodian, the Servicer, the Note Insurer, the Swap
Counterparty and the Back-up Servicer related thereto or otherwise associated with the issuance of
the Notes. None of the transactions contemplated in this Indenture (including the use



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of the
proceeds from the sale of the Notes) will result in a violation of Section 7 of the Securities
and Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including
Regulations T, U and X of the Board of Governors of the Federal Reserve System. The Issuer does
not own or intend to, and none of the proceeds from the Notes will be used to, carry or purchase
any margin securities originally issued by it or any “margin stock” within the meaning of said
Regulation U.



     (r) Indemnification. The Issuer shall indemnify and hold harmless the Noteholders and
the Note Insurer from and against any loss, liability, expense, damage or injury sustained or
suffered by them by reason of any acts, omissions or alleged acts or omissions (i) by the Issuer in
the performance of its obligations under the Transaction Documents (including any violation of any
applicable laws by the Issuer as a result of the transactions contemplated by this Indenture) to
which it is a party, or (ii) arising out of the activities of any of them with respect to the
Collateral, including enforcement of rights and remedies against the Issuer under the Transaction
Documents to which it is a party and any judgment, award, settlement, reasonable attorneys’ fees
and other expenses reasonably incurred in connection with the defense of any actual or threatened
action, proceeding or claim; provided that the Issuer shall not indemnify the Noteholders
or the Note Insurer if such loss, liability, expense, damage or injury is due to such Person’s
gross negligence, willful misconduct, willful misfeasance or bad faith in the performance of its
rights or duties hereunder. Any indemnification pursuant to this Section shall only be payable,
subject to the priority of payments in Section 13.03, from the assets of the Issuer released from
the Collateral except as otherwise expressly provided in the Transaction Documents. The provisions
of this indemnity shall survive the termination of this Indenture.



     (s) Taxes. The Issuer shall pay and discharge all taxes and governmental charges upon
it or against any of its properties or assets or its income prior to the date after which penalties
attach for failure to pay, except (a) to the extent that the Issuer shall be contesting in good
faith in appropriate proceedings its obligation to pay such taxes or charges, and adequate reserves
having been set aside for the payment thereof and no Lien has been created on any of its assets in
connection therewith, or (b) with respect to such taxes and charges which are not material in
either nature or amount such that any failure to pay or discharge them, and any resulting
penalties, either in any one instance or in the aggregate, would not materially and adversely
affect the financial condition, operations, activities or prospects of the Issuer or the interests
of each Noteholder and/or the Note Insurer under this Indenture, a Note or any other Transaction
Document, and no Lien has been created on any of the Issuer’s assets in connection therewith.



     (t) No Adverse Transactions. The Issuer shall not enter into any transaction which
adversely affects the Collateral or any Secured Party’s rights under this Indenture, a Note or any
other Transaction Document.



     (u) Transactions by Issuer. None of the Noteholders, the Swap Counterparty or the
Note Insurer shall have any obligation to authorize the Issuer to, and the Issuer shall not
(without the prior written consent of the Majority Holders and the Control Party), enter into any
transaction, including, without limitation, any purchase, sale, lease or exchange of property or
the rendering of any service, with any Person (including, without limitation any Affiliate, any
shareholder, director, manager, officer or employee (or any relative thereof) of the Issuer or any




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such Affiliate) unless such transaction is (a) expressly permitted under this Indenture or any
other Transaction Document, (b) in the ordinary course of conducting the Issuer’s permitted
activities and (c) upon fair and reasonable terms no less favorable to the Issuer than it would
obtain in a comparable arm’s-length transaction.




     (v) Further Limitations on Actions. The Issuer shall not do any of the following
without the consent of the Control Party: (i) redeem, retire, purchase or otherwise acquire,
directly or indirectly, any of the Issuer’s membership interests, except in connection with
employment or similar agreements with officers and directors of the Issuer, or (ii) make any change
in the Issuer’s capital structure (except for permitted redemptions or prepayments of the Notes
hereunder), or (iii) make any material change in any of its objectives, purposes or operations.



     (w) Rule 144A Information. With respect to the Holder of any Note, the Issuer shall
promptly furnish or cause to be furnished to such Holder or to a prospective purchaser of such Note
designated by such Holder, as the case may be, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act (“Rule 144A Information”) in order to permit compliance by
such Holder with Rule 144A in connection with the resale of such Note by such Holder; provided,
however, that the Issuer shall not be required to furnish Rule 144A Information in connection with
any request made on or after the date which is three years from the later of (a) the date such Note
(or any predecessor Note) was acquired from the Issuer or (b) the date such Note (or any
predecessor Note) was last acquired from an “affiliate” of the Issuer within the meaning of Rule
144 under the Securities Act; and provided, further, that the Issuer shall not be required to
furnish such information at any time to a prospective purchaser located outside the United States
who is not a U.S. Person if such Note may then be sold to such prospective purchaser in accordance
with Rule 904 under the Securities Act (or any successor provision thereto).



     (x) Luxembourg Listing. The Issuer shall take all reasonable measures to have the
Notes admitted for trading on the Euro MTF Market, and, for so long as the Notes are admitted for
trading on the Euro MTF Market, (i) take all reasonable measures to maintain such listing and (ii)
maintain a paying agent and a listing agent in Luxembourg.



ARTICLE XIII

ACCOUNTS AND ACCOUNTINGS




     Section 13.01 Collection of Money. Except as otherwise expressly provided herein,
the 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 money and other property
payable to or receivable by the Trustee pursuant to this Indenture. The Trustee shall, upon
request from the Servicer, provide the Servicer with sufficient information regarding the amount of
collections with respect to the Contract Assets and the other Collateral received by the Trustee in
any accounts held in the name of the Trustee to permit the Servicer to perform its duties under the
Servicing Agreement. The Trustee shall hold all such money and property so received by it as part
of the Collateral and shall apply it as provided in this Indenture. If any Contract becomes a
Defaulted Contract, the Trustee, upon the request of the Issuer or the Servicer, may, and upon the
request of the Control Party shall, take such action as may be appropriate to enforce such



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payment or performance, including the institution and prosecution of appropriate Proceedings.
Any such action shall be without prejudice to any right to deem a Contract a “Defaulted Contract”
for purposes of the Transaction Documents and to claim a Default or Event of Default under this
Indenture and to proceed thereafter as provided in Article VI.



     Section 13.02 Establishment of Trust Accounts. (a) Prior to the Closing Date, the
Issuer established, and as of the Closing Date the Issuer maintains, with the Trustee (i) a
segregated, non-interest bearing trust account (the “Reserve Account”) for the deposit and
retention of amounts required to be maintained therein; (ii) a segregated, non-interest bearing
trust account (the “Collection Account”) for the receipt and/or retention (as applicable) of (A)
Collections, (B) Partnership Advances, (C) any interest or other earnings earned on all or part of
the funds in any of the Collection Account or on any other Collateral and any other amounts, if
any, remitted by the Issuer pursuant to Section 13.02(d), (D) amounts received in accordance with
Section 11.02(b) in connection with a redemption of Outstanding Notes in accordance with Article
XI, (E) amounts transferred from the Reserve Account or the Servicer Transition Account in
accordance with the terms of this Indenture and (F) amounts transferred from the Lockbox Account in
accordance with the Servicing Agreement, with an administrative sub-account (the “Principal
Distribution Account”) for the purpose of making distributions of principal in accordance with
Section 13.03 hereof; (iii) a segregated, non-interest bearing trust account (the “Servicer
Transition Account”) for the deposit and retention of amounts required to be maintained therein.
The Collection Account, the Reserve Account and the Servicer Transition Account are collectively
referred to as the “Trust Accounts.”



     (b) The Trust Accounts shall be in the name of the Trustee on behalf of the Noteholders and
the Note Insurer at the Corporate Trust Office, which shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Secured Parties. Funds in each
Trust Account shall not be commingled with any other monies. The Trustee shall ensure that the
Trust Accounts are at all times Eligible Accounts. All payments to be made from time to time by
the Issuer to the Noteholders and other Persons out of funds in any Trust Account pursuant to this
Indenture shall be made by the Trustee or the Paying Agent. All monies deposited from time to time
in the Trust Accounts pursuant to this Indenture shall be held by the Trustee as part of the
Collateral as herein provided.



     (c) Upon direction of the Servicer, the Trustee shall invest the funds in or credited to any
or all of the Trust Accounts in Eligible Investments. The direction of the Servicer shall specify
the Eligible Investments in which the Trustee shall invest, shall state that the same are Eligible
Investments and shall further specify the percentage of funds to be invested in each Eligible
Investment. No such Eligible Investment shall mature later than the Business Day preceding the
next following Payment Date. In the absence of direction of the Servicer, the Trustee shall invest
funds in the Trust Accounts in Eligible Investments described in clause (g) of the definition
thereof. Eligible Investments for funds in or credited to the Trust Accounts shall be made in the
name of the Trustee for the benefit of the Secured Parties.



     (d) Any proceeds, payments, income or other gain from investments in Eligible Investments made
in respect of funds in or credited to the Trust Accounts, as outlined in (c) above, shall be
credited to the respective Trust Account from which such funds were derived. The Trustee shall not
be liable for any loss incurred on any funds invested in Eligible



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Investments pursuant to the provisions of this Section (other than losses from nonpayment of
investments in obligations of U.S. Bank National Association issued in its capacity other than as
Trustee). In no event shall the Trustee be liable for the selection of investments or for losses
incurred as a result of the liquidation of any investment prior to its Stated Maturity Date or for
the failure of any appropriate Person to provide timely written investment direction.



     (e) Each party hereto agrees that each of the Trust Accounts constitutes a “securities
account” within the meaning of Article 8 of the UCC and in such capacity U.S. Bank National
Association shall be acting as a “securities intermediary” within the meaning of 8-102 of the UCC
and that, regardless of any provision in any other agreement, for purposes of the UCC, the State of
New York shall be deemed to be the “securities intermediary’s jurisdiction” under Section 8-110 of
the UCC. The Trustee shall be the “entitlement holder” within the meaning of Section 8-102(a)(7)
of the UCC with respect to the Trust Accounts. In furtherance of the foregoing, U.S. Bank National
Association, acting as a “securities intermediary,” shall comply with “entitlement orders” within
the meaning of Section 8-102(a)(8) of the UCC originated by the Trustee with respect to the Trust
Accounts, without further consent by the Issuer. Each item of property (whether investment
property, financial asset, security, instrument or cash) credited to each Trust Account shall be
treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. All
securities or other property underlying any financial assets credited to each Trust Account shall
be registered in the name of the Trustee or indorsed to the Trustee or in blank and in no case will
any financial asset credited to any Trust Account be registered in the name of the Issuer, payable
to the order of the Issuer or specially indorsed to the Issuer except to the extent the foregoing
have been specially indorsed to the Trustee or in blank. The Trust Accounts shall be under the
sole dominion and control (as defined in Section 8-106 of the UCC) of the Trustee and the Issuer
shall have no right to close, make withdrawals from, or give disbursement directions with respect
to, or receive distributions from, the Collection Account or the Reserve Account, except in
accordance with Section 13.03, or with respect to the Servicer Transition Account, the Issuer shall
have no right to close, make withdrawals from, or give disbursement directions with respect to, or
receive distributions from, the Servicer Transition Account, except in accordance with Section
13.05.



     (f) In the event that U.S. Bank National Association, as securities intermediary, has or
subsequently obtains by agreement, by operation of law or otherwise a security interest in the
Trust Accounts or any security entitlement credited thereto, it hereby agrees that such security
interest shall be subordinate to the security interest created by this Indenture and that the
Trustee’s rights to the funds on deposit therein shall be subject to Section 13.03. The financial
assets credited to, and other items deposited to the Trust Accounts will not be subject to
deduction, set-off, banker’s lien, or any other right in favor of any person other than as created
pursuant to this Indenture.



     Section 13.03 Collection Account. (a) Except as otherwise expressly provided herein,
all amounts received by the Issuer other than (i) proceeds of the sale of the Notes to the Initial
Purchaser, (ii) the Initial Reserve Deposit deposited in the Reserve Account, (iii) amounts
deposited in the Servicer Transition Account or (iv) amounts erroneously credited to the Issuer for
which the Control Party has provided its prior consent to the application thereof, shall be
deposited in the Collection Account until applied, together with funds from the Reserve Account in
accordance with this Section 13.03.



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     (b) By no later than 1:00 p.m. (New York time) on each Payment Date, after making all
transfers and deposits to the Collection Account pursuant to Section 13.03, Section 13.04(b) and
Section 9.01(c), the Trustee shall withdraw from the Collection Account, all funds (1) received
during or with respect to the related Collection Period and (2) transferred from the Reserve
Account to make the disbursements of Required Payments set forth in Sections 13.03 (c) or (e), as
applicable, and shall make such disbursements in the order set forth therein in accordance with the
provisions of and instructions on the Monthly Servicing Report; provided that, if the Trustee shall
not have received the Monthly Servicing Report, (x) the Trustee shall withdraw from the Collection
Account amounts verified by the Control Party as needed to pay any Required Payments, (y) the
Trustee shall distribute such funds in order to make such payments to the appropriate Persons and
(z) upon subsequent receipt of the Monthly Servicing Report, or such other information as may be
required by the Trustee, the Trustee shall pay each such other amounts set forth below, all as set
forth in the Monthly Servicing Report or in such other information delivered to the Trustee;
provided further that amounts deposited in the Collection Account in accordance with
Section 11.02(b) shall be disbursed in accordance with Section 11.04 and not this Section 13.03;



     (c) On each Payment Date, so long as no Event of Default has occurred and is continuing and
the maturity of the Notes has not been accelerated, the Trustee shall make the following payments
from the Available Funds then on deposit in the Collection Account (after required deposits therein
from the Reserve Account and the Servicer Transition Account) in the following order of priority
(to the extent funds are available therefor):




     (i) to the Partnership, any unreimbursed Partnership Advances;




     (ii) to the Partnership (as agent for the Servicer), or if LEAF Financial Corporation
is no longer the Servicer, to the Servicer, the Servicer Fee then due, together with any
accrued and unpaid Servicer Fees from prior Collection Periods;




     (iii) to the Partnership, or if LEAF Financial Corporation is no longer the Servicer,
to the Servicer, the Servicing Charges, if any, deposited in the Collection Account;




     (iv) to the Trustee and the Back-up Servicer, the Trustee Fees (which includes fees to
be paid to any successor Servicer) and Back-up Servicer Fees then due, together with any
unpaid Trustee Fees (which includes fees due to any successor Servicer) and Back-up Servicer
Fees from prior Collection Periods (subject to certain limitations set forth in this
Indenture), and any unpaid Servicing Transition Costs in an amount not to exceed in the
aggregate $250,000;




     (v) to the Swap Counterparty, the net amount payable, if any, to the Swap Counterparty
under the Swap Agreement, other than any Swap Termination Amounts, indemnities, taxes and
other amounts not constituting scheduled payments;




     (vi) to the Class A-1 Noteholders, the Class A-2 Noteholders and the Class A-3
Noteholders, on a pro rata-pari passu basis the related Note Interest;




     (vii) to the Note Insurer, any accrued and unpaid Insurer Premium;



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     (viii) to the Note Insurer, any Reimbursement Amounts then due and owing to the Note
Insurer in respect of Interest on the Class A Notes;




     (ix) to the Principal Distribution Account, an amount equal to the First Priority
Principal Distribution Amount;




     (x) to the Class B Noteholders, the related Note Interest;




     (xi) to the Principal Distribution Account, an amount equal to the Second Priority
Principal Distribution Amount; provided that, after all principal on the Class A Notes has
been paid in full, any Reimbursement Amounts then due and owing to the Note Insurer shall be
paid before remitting amounts to the Principal Distribution Account to pay principal on the
Class B Notes;




     (xii) to the Reserve Account, the amount, if any, necessary to cause the amount on
deposit therein to equal the Reserve Required Amount for such Payment Date;




     (xiii) to the Note Insurer, any other Reimbursement Amounts then due and owing to the
Note Insurer;




     (xiv) to the Swap Counterparty, any Swap Termination Amounts, indemnities, taxes and
other amounts not constituting regularly scheduled payments;




     (xv) to the Servicer, the Trustee, the Partnership and the Backup Servicer, any other
amounts due to such parties as expressly provided in the Indenture;




     (xvi) if a Cumulative Net Loss Trigger Event has occurred, notwithstanding that the
Required Reserve Amount for such Payment Date is met, to the Reserve Account any remaining
portion of Available Funds constituting Residual Receipts; and




     (xvii) to the Issuer, any remaining Available Funds.



     (d) On each Payment Date, so long as no Event of Default has occurred and is continuing and
the maturity of the Notes has not been accelerated, the Trustee shall make the following payments
from amounts on deposit in the Principal Distribution Account in the following order of priority:




     (i) to the Class A-1 Noteholders in reduction of principal until the Outstanding Note
Balance of the Class A-1 Notes has been reduced to zero;




     (ii) to the Class A-2 Noteholders in reduction of principal until the Outstanding Note
Balance of the Class A-2 Notes has been reduced to zero;




     (iii) to the Class A-3 Noteholders in reduction of principal until the Outstanding Note
Balance of the Class A-3 Notes has been reduced to zero; and




     (iv) to the Class B Noteholders in reduction of principal until the Outstanding Note
Balance of the Class B Notes has been reduced to zero.



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     No amount will be deposited to or distributed from the Principal Distribution Account after
the occurrence of an Event of Default and the acceleration of the maturity of the Notes.



     (e) On each Payment Date after the occurrence of an Event of Default and the acceleration of
the maturity of the Notes, the Trustee shall make the following payments from amounts on deposit in
the Collection Account in the following order of priority (to the extent funds are available
therefor):




     (i) to the Partnership, any unreimbursed Partnership Advances;




     (ii) to the Partnership (as agent for the Servicer), or if LEAF Financial Corporation
is no longer the Servicer, to the Servicer, the Servicer Fee then due, together with any
accrued and unpaid Servicer Fees from prior Collection Periods;




     (iii) to the Partnership, or if LEAF Financial Corporation is no longer the Servicer,
to the Servicer, the Servicing Charges, if any, deposited in the Collection Account;




     (iv) to the Trustee and the Back-up Servicer, the Trustee Fees (which includes fees to
be paid to any Successor Servicer) and Back-up Servicer Fees then due, together with any
unpaid Trustee Fees (which includes fees due to any successor Servicer) and Back-up Servicer
Fees from prior Collection Periods (subject to certain limitations set forth in this
Indenture), and any unpaid Servicing Transition Costs in an amount not to exceed in the
aggregate $250,000;




     (v) to the Swap Counterparty, the net amount payable, if any, to the Swap Counterparty
under the Swap Agreement, other than any Swap Termination Amounts, indemnities, taxes and
other amounts not constituting scheduled payments;




     (vi) to the Note Insurer, any accrued and unpaid Insurer Premium;




     (vii) to the Class A-1 Noteholders, the Class A-2 Noteholders and the Class A-3
Noteholders, ratably according to the total amount of Note Interest due and payable to such
Classes of Notes;




     (viii) to the Note Insurer, any Reimbursement Amounts then due and owing to the Note
Insurer in respect of the Class A Notes;




     (ix) to the Class A-1 Noteholders in reduction of principal until the Outstanding Note
Principal Balance of the Class A-1 Notes is reduced to zero;




     (x) to the Class A-2 Noteholders and the Class A-3 Noteholders, ratably according to
their Outstanding Note Balances, until the Outstanding Note Principal Balance of such
Classes of Notes is reduced to zero;




     (xi) to the Note Insurer, any other Reimbursement Amounts then due and owing to the
Note Insurer;



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     (xii) to the Class B Noteholders, the total amount of Note Interest due and payable;




     (xiii) to the Class B Noteholders in reduction of principal until the Outstanding Note
Balance of the Class B Notes has been reduced to zero;




     (xiv) to the Swap Counterparty, any Swap Termination Amounts, indemnities, taxes and
other amounts not constituting regularly scheduled payments;




     (xv) to the payment of all reasonable costs and expenses incurred by any Noteholder in
connection with the enforcement of its rights hereunder or under the Notes, ratably, without
preference or priority of any kind; and




     (xvi) to the payment of any surplus to or at the written direction of the Issuer.



     (f) On the related Redemption Date, the Trustee shall withdraw the sum of the applicable
Redemption Price from the Collection Account, and the Paying Agent shall remit the Redemption Price
to the applicable Noteholders.



     Section 13.04 Reserve Account. (a) On the Closing Date, the Issuer shall deposit, or
cause to be deposited, into the Reserve Account an amount equal to 4.25% of the aggregate
Discounted Pool Balance as of the Closing Date. Thereafter, on each Payment Date after payments of
certain fees and expenses and payments of interest and principal on the Notes, all remaining
Available Funds will be deposited in the Reserve Account in accordance with Section 13.03 until the
amount on deposit therein is equal to the Reserve Required Amount. Furthermore, on any Payment
Date, notwithstanding that the amounts on deposit in the Reserve Account are at least equal to the
Required Reserve Amount, if a Cumulative Net Loss Trigger Event has occurred, all remaining
Available Funds that constitute Residual Receipts shall be deposited to the Reserve Account prior
to any payments made to the Issuer.



     (b) Except if the Notes have been accelerated after the occurrence and continuance of an Event
of Default, if on any Payment Date, amounts on deposit in the Collection Account are insufficient
to pay in full the Required Payments, the Trustee shall withdraw, to the extent of funds on deposit
in the Reserve Account, the amount of such insufficiency and deposit such amount to the Collection
Account to be used as Available Funds. Upon the occurrence of any Event of Default that results in
acceleration of the Notes and is not waived or cured on or before the next Payment Date, all funds
maintained in the Reserve Account shall be transferred to the Collection Account. On the Stated
Maturity Date, and at the option of the Issuer in connection with any redemption pursuant to
Article XI, any remaining funds on deposit in the Reserve Account shall be deposited in the
Collection Account and distributed in accordance with Section 13.03.



     Section 13.05 Servicer Transition Account. (a) On the Closing Date, the Issuer shall
deposit, or cause to be deposited, into the Servicer Transition Account an amount equal to
$250,000.



     (b) On each Payment Date following the occurrence of an Event of Servicing Termination, the
Trustee shall withdraw from the Servicer Transition Account an amount equal



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to the lesser of (i) the Transition Costs then due and (ii) the amount that is then credited
to the Servicer Transition Account, and deposit such funds in the Collection Account for the
payment of properly invoiced Transition Costs in accordance with Section 13.03.



     (c) On the Stated Maturity Date, and at the option of the Issuer in connection with any
redemption pursuant to Article XI, any remaining funds on deposit in the Servicer Transition
Account shall be deposited in the Collection Account and distributed in accordance with Section
13.03.



     Section 13.06 Reports to the Noteholders. (a) On each Payment Date, the Trustee will
make available to each Noteholder the amount which represents principal and the amount which
represents interest, and shall contemporaneously advise the Issuer of all such payments. The
Trustee may satisfy its obligation under this Section by delivering the Monthly Servicing Report to
each Noteholder and the Note Insurer.



     The Trustee will make the Monthly Servicing Report available to the Noteholders and the Note
Insurer, via the Trustee’s Internet website, and, with the consent or at the direction of the
Issuer, such other information regarding the Notes and/or the Contracts as the Trustee may have in
its possession, but only with the use of a password provided by the Trustee or its agent to such
Person. The Trustee will make no representation or warranties as to the accuracy or completeness
of such documents and will assume no responsibility for the contents thereof.



     The Trustee’s Internet website initially shall be located at www.usbank.com/abs or at such
other address as shall be specified by the Trustee from time to time in writing to the Noteholders
and the Note Insurer. In connection with providing access to the Trustee’s Internet Website, the
Trustee may require registration and the acceptance of a disclaimer. The Trustee shall not be
liable for errors in the dissemination of information in accordance with this Indenture.



     Such reports will not constitute financial statements prepared in accordance with generally
accepted accounting principles.



     (b) At least annually, or as otherwise required by law, the Servicer shall prepare or cause to
be prepared, and the Trustee shall distribute to the Noteholders, the Swap Counterparty and the
Note Insurer, any 1099 form, or other tax information or statements as are required by applicable
tax law.



     Section 13.07 Monthly Servicing Reports. No later than 12:00 p.m. (New York time) on
each Determination Date, the Servicer shall deliver the Monthly Servicing Report to the Trustee,
the Back-up Servicer, the Swap Counterparty, the Note Insurer and each Rating Agency. No later
than 12:00 noon (New York time) on the following Verification Date, the Back-up Servicer shall
verify the information contained in the Monthly Servicing Report based on the information used by
the Servicer to generate the Monthly Servicing Report and provided to the Back-up Servicer in
accordance with the Servicing Agreement and shall notify the Issuer, the Trustee and the Control
Party of any discrepancies therein or the need for any additional information to complete such
verification, and the Servicer shall promptly re-issue a revised Monthly Servicing Report
addressing such discrepancies and such information request which revised Monthly



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Servicing Report shall supersede the prior report for purposes of making the distributions
described in Section 13.03. If the Trustee receives a notice of discrepancies but does not receive
a revised Monthly Servicing Report by the close of business on the Business Day preceding the
Payment Date, the Trustee shall withdraw from the Collection Account only such amounts verified by
the Control Party as needed to pay amounts owing under clauses (i) through (vii) of Section
13.03(c) or clauses (i) through (xi) of Section 13.03(e) and shall distribute such funds in
accordance with the priorities set forth in Section 13.03. The Monthly Servicing Report shall
include the information specified in the form of Monthly Servicing Report attached to the Servicing
Agreement, as such form may be modified from time to time with the consent of the Servicer, the
Back-up Servicer, the Control Party.



ARTICLE XIV

PROVISIONS OF GENERAL APPLICATION




     Section 14.01 General Provisions. All of the provisions of this Article shall apply
to this Indenture.



     Section 14.02 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 instruments of substantially similar tenor signed by such Noteholders in person or by
an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee, and, where
it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Noteholders signing such instrument or instruments. 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 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Section.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any manner which the 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 other action by
the Noteholder of any Note shall bind the Noteholder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted
or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.



     Section 14.03 Notices. Any request, demand, authorization, direction, notice,
consent, waiver or Act of Noteholders or the Control Party or other document provided or permitted
by this Indenture to be made upon, given or furnished to, or filed with any party hereto shall be
sufficient for every purpose hereunder if in writing and telecopied (with written confirmation of
receipt), mailed by registered mail, overnight bonded courier or personally delivered, and



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addressed to the appropriate address below (or such other address as may be provided to the
other parties and the Note Insurer in writing from time to time) (the Note Insurer shall be copied
on all notices sent hereunder):



     (a) to the Trustee at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107, telecopier
number 651-495-8090, Attention: LEAF II Receivables Funding, LLC, Equipment Contract Backed Notes,
Series 2007-1;



     (b) to the Custodian at 1133 Rankin Street, EP-MN-TMZD, St. Paul, MN 55116 telecopy number:
651-695-6102, Attention: LEAF II Receivables Funding, LLC, Equipment Contract Backed Notes, Series
2007-1;



     (c) to the Servicer at 1818 Market Street, 9th Floor, Philadelphia, PA 19103,
telecopy number: 215-640-6363, Attention: Miles Herman;



     (d) to the Issuer at 1818 Market Street, 9th Floor, Philadelphia, PA 19103,
telecopy number: 215-640-6363, Attention: Miles Herman;



     (e) to the Back-up Servicer at 1310 Madrid Street, Suite 103, Marshall, MN 56258, telecopy
number: 866-806-0775, Attention: Joseph Andries, Re: LEAF II Receivables Funding, LLC, Equipment
Contract Backed Notes, Series 2007-1;



     (f) to the Note Insurer at 1221 Avenue of the Americas, New York, New York 10020-1001,
telecopy number: 212-478-3587, Attention: Surveillance, Re: LEAF II Receivables Funding, LLC,
Policy Number CA03695A;



     (g) to S & P at Standard & Poor’s, 55 Water Street, New York, New York 10041-0003;



     (h) to Moody’s at Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007;
or



     (i) to Fitch, at 1 State Street, New York, New York 10004.



     Section 14.04 Notices to Noteholders; Waiver. Where this Indenture provides for
notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and telecopied (with written confirmation of receipt from
each addressee), mailed by registered mail, overnight bonded courier or delivered personally to
each Noteholder affected by such event, 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. In any case in which notice to Noteholders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect
the sufficiency of such notice with respect to other Noteholders, and any notice which 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



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with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to the
Noteholders when such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.



     Section 14.05 Successors and Assigns. All covenants and agreements in this Indenture
by the Issuer shall bind its successors and assigns, whether so expressed or not.



     Section 14.06 Severability; No Waiver. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. No failure on the
part of the Trustee, the Control Party or any Noteholder to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.



     Section 14.07 Benefits of Indenture Limited to Parties and Express Third Party
Beneficiaries. Nothing in this Indenture or in the Notes, express or implied, shall give to
any Person, other than the parties hereto, the Noteholders and the Note Insurer and any of their
successors hereunder, any benefit or any legal or equitable right, remedy or claim under this
Indenture or under the Notes. Each of the Noteholders, the Swap Counterparty and the Note Insurer
and their permitted successors and assigns are express third party beneficiaries of this Indenture
each entitled to enforce the provisions hereof as if a party hereto.



     Section 14.08 Legal Holidays. In any case in which the date of any Payment Date, or
the Stated Maturity Date of any Note shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment of principal or interest need not be made on such
date, but may be made on the next succeeding Business Day with the same force and effect as if made
on the nominal date of any such Stated Maturity Date or Payment Date.



     Section 14.09 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction.



     (a) This Indenture and each Note shall be construed in accordance with and governed by the
laws of the State of New York applicable to agreements made and to be performed therein, except to
the extent that the perfection or effect of perfection of the security interests granted hereunder
are governed by the laws of a jurisdiction other than the State of New York. Section 5-1401 and
Section 5-1402 of the New York General Obligations Law shall be applicable.



     (b) The Issuer hereby agrees to the jurisdiction of any federal court located within the State
of New York, and waives personal service of any and all process upon it and consents that all such
service of process be made by registered mail directed to the Issuer at the address set forth in
Section 14.03 hereof and service so made shall be deemed to be completed five (5) days



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after the same shall have been deposited in the U.S. mails, postage prepaid. With respect to
the foregoing consent to jurisdiction, the Issuer hereby waives any objection based on
forum non conveniens, and any objection to venue of any action instituted
hereunder and consents to the granting of such legal or equitable relief as is deemed appropriate
by the court.



     (c) The Issuer hereby waives any right to have a jury participate in resolving any dispute,
whether sounding in contract, tort, or otherwise among the parties hereto or otherwise arising out
of, connected with, related to, or incidental to the relationship between them in connection with
this Indenture. Instead, any dispute resolved in court will be resolved in a bench trial without a
jury. Nothing in this Section 14.09 shall affect the right of the Trustee, the Control
Party or any Noteholder to serve legal process in any other manner permitted by law or to bring any
action or proceeding against the Issuer or its property in the courts of any other jurisdiction.



     Section 14.10 Counterparts; Entire Agreement. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. Delivery by telecopier of
an executed counterpart of a signature page to this Indenture shall be as effective as delivery of
the original executed counterpart. This Indenture, together with the exhibits hereto and the other
written Transaction Documents referenced herein, sets forth the entire agreement among the parties
hereto with respect to the subject matter hereof, superseding all prior oral or written
understandings.



     Section 14.11 Notifications. Notwithstanding any provision to the contrary contained
in this Indenture, all reports, notices, communications and consents which are required, by the
terms of this Indenture, to be delivered by the Noteholders or the Note Insurer, shall be required
to be delivered to the Trustee in writing.



     Section 14.12 No Petition. During the term of this Indenture and for one year and one
day after payment in full of all obligations of the Issuer under the Transaction Documents, none of
the parties hereto or any Affiliate thereof, the Note Insurer or any Noteholder will file any
involuntary petition against the Issuer or otherwise institute, or cooperate with or encourage any
other Person to file or otherwise institute, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or any other proceedings under federal or state bankruptcy or
similar law against or concerning the Issuer; provided that if such proceeding shall have
commenced, nothing herein shall preclude the Note Insurer or any Noteholder from filing a proof of
claim in any such proceeding. Notwithstanding the foregoing, the Control Party shall have the
right to institute (or cause the Trustee to institute) any such involuntary petition against the
Issuer or otherwise institute, or cooperate with or encourage any other Person to file or otherwise
institute, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or
any other proceedings under federal or state bankruptcy or similar law against or concerning the
Issuer.



     Section 14.13 Assignment.



     Notwithstanding anything to the contrary contained herein, this Indenture may not be assigned
by the Issuer.



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     In Witness Whereof, the Issuer, the Trustee and the Custodian have caused this Indenture to be
duly executed by their respective duly authorized officers as of the date and year first above
written.



	 	 	 	 	 
	 	LEAF II Receivables Funding, LLC,

as Issuer

 	 
	 	By:  	/s/ Miles Herman
 	 
	 	 	Name:  	Miles Herman 	 
	 	 	Title:  	President and COO 	 
	 
	 	U.S. Bank National Association,

as Trustee

 	 
	 	By:  	/s/ Diane L. Reynolds
 	 
	 	 	Name:  	Diane L. Reynolds 	 
	 	 	Title:  	Vice President 	 
	 
	 	U.S. Bank National Association,

as Custodian

 	 
	 	By:  	/s/ Diane L. Reynolds
 	 
	 	 	Name:  	Diane L. Reynolds 	 
	 	 	Title:  	Vice President 	 
	 




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