[●]

Issuer


 


and


 


[●],

as Indenture Trustee






 









 


INDENTURE






Dated as of [●] [●], 201[●]


 





 






 


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


 


	$[●] of [●]% Class A Notes
	$[●] of [●]% Class B Notes
	$[●] of [●]% Class C Notes





 



    	 



    	 



    

 


[●]



Reconciliation and Tie between this Indenture

dated as of [●] [●], 201[●] and the

TIA of 1939, as amended


 


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


 



    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	Definitions and Incorporation by Reference	2
	SECTION 1.1.	Definitions	2
	SECTION 1.2.	Other Interpretive Matters	21
	SECTION 1.3.	Incorporation by Reference of TIA	22
	 	 	 
	ARTICLE II	The Notes	22
	SECTION 2.1.	Form	22
	SECTION 2.2.	Execution, Authentication and Delivery	23
	SECTION 2.3.	Temporary Notes	23
	SECTION 2.4.	Registration; Registration of Transfer and Exchange	24
	SECTION 2.5.	Mutilated, Destroyed, Lost or Stolen Notes	25
	SECTION 2.6.	Persons Deemed Owner	26
	SECTION 2.7.	Payment of Principal and Interest; Defaulted Interest	26
	SECTION 2.8.	Cancellation	28
	SECTION 2.9.	Global Notes	28
	SECTION 2.10.	Notices to Clearing Agency	29
	SECTION 2.11.	Definitive Notes	29
	SECTION 2.12.	Notes Owned by the Issuer or its Affiliates	30
	SECTION 2.13.	CUSIP Numbers	30
	SECTION 2.14.	Perfection Representations and Warranties	30
	SECTION 2.15.	Notes to Constitute Indebtedness	30
	 	 	 
	ARTICLE III	Covenants	31
	SECTION 3.1.	Payments	31
	SECTION 3.2.	Maintenance of Office or Agency	31
	SECTION 3.3.	Paying Agent’s Obligations	31
	SECTION 3.4.	Existence	31
	SECTION 3.5.	Protection of the Collateral; Further Assurances	31
	SECTION 3.6.	Opinions as to the Collateral	32
	SECTION 3.7.	Performance of Obligations; Servicing of [Loans] [Receivables and the Related Equipment]	32
	SECTION 3.8.	Taxes	34
	SECTION 3.9.	Annual Statement as to Compliance	34
	SECTION 3.10.	Information to Be Provided by the Indenture Trustee	35
	SECTION 3.11.	Negative Covenants	36
	SECTION 3.12.	Successor or Transferee	38
	SECTION 3.13.	Notice of Events of Default	39
	SECTION 3.14.	Further Instruments and Acts	39



 






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Table
of Contents


(continued) 


 


	 	 	Page
	 	 	 
	ARTICLE IV	Satisfaction and Discharge	39
	SECTION 4.1.	Satisfaction and Discharge of Indenture	39
	SECTION 4.2.	Application of Trust Funds	40
	 	 	 
	ARTICLE V	Remedies	40
	SECTION 5.1.	Events of Default	40
	SECTION 5.2.	Remedies	41
	SECTION 5.3.	[Reserved]	44
	SECTION 5.4.	Unconditional Rights of Noteholders To Receive Principal and Interest	44
	SECTION 5.5.	Restoration of Rights and Remedies	44
	SECTION 5.6.	Rights and Remedies Cumulative	44
	SECTION 5.7.	Delay or Omission Not a Waiver	44
	SECTION 5.8.	Control by Noteholders	44
	SECTION 5.9.	Waiver of Past Defaults	46
	SECTION 5.10.	Undertaking for Costs	46
	SECTION 5.11.	Waiver of Stay or Extension Laws	46
	SECTION 5.12.	Action on Notes	47
	SECTION 5.13.	[Reserved]	47
	SECTION 5.14.	Sale of Collateral	47
	 	 	 
	ARTICLE VI	The Indenture Trustee	49
	SECTION 6.1.	Duties of the Indenture Trustee	49
	SECTION 6.2.	Rights of Indenture Trustee	50
	SECTION 6.3.	Individual Rights of the Indenture Trustee	52
	SECTION 6.4.	Funds Held in Trust	52
	SECTION 6.5.	Notice of Defaults	52
	SECTION 6.6.	[Reserved]	52
	SECTION 6.7.	Compensation and Indemnity	52
	SECTION 6.8.	Resignation and Removal; Appointment of Successor	53
	SECTION 6.9.	Successor Indenture Trustee by Merger	54
	SECTION 6.10.	Appointment of Co-Trustee or Separate Trustee	55
	SECTION 6.11.	Eligibility; Disqualification	56
	SECTION 6.12.	Acceptance by Indenture Trustee	57
	SECTION 6.13.	Preferential Collection of Claims Against the Issuer	57
	SECTION 6.14.	Reports by Indenture Trustee to Noteholders	57
	SECTION 6.15.	Representations and Warranties	58
	SECTION 6.16.	The Paying Agent	58
	SECTION 6.17.	Repayment of Amounts Held by Paying Agent	60


 



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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE VII	Noteholders’ Lists and Reports	60
	SECTION 7.1.	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	60
	SECTION 7.2.	Preservation of Information; Communications to Noteholders	60
	SECTION 7.3.	Reports by Issuer	60
	SECTION 7.4.	De-Listing of Definitive Notes	61
	 	 	 
	ARTICLE VIII	Accounts, Disbursements and Releases	61
	SECTION 8.1.	Collection of Amounts Due	61
	SECTION 8.2.	Trust Accounts	62
	SECTION 8.3.	Priority of Payments	63
	SECTION 8.4.	[Reserve Account	66
	SECTION 8.5.	Reports	67
	SECTION 8.6.	General Provisions Regarding Accounts	68
	SECTION 8.7.	Release of Collateral	69
	SECTION 8.8.	Opinion of Counsel	69
	 	 	 
	ARTICLE IX	Supplemental Indentures	70
	SECTION 9.1.	Supplemental Indentures Without Consent of Noteholders	70
	SECTION 9.2.	Supplemental Indentures With Consent of Noteholders	71
	SECTION 9.3.	Execution of Supplemental Indentures	72
	SECTION 9.4.	Effect of Supplemental Indenture	72
	SECTION 9.5.	Reference in Notes to Supplemental Indentures	72
	SECTION 9.6.	Conformity with Trust Indenture Act	73
	 	 	 
	ARTICLE X	Redemption of Notes	73
	SECTION 10.1.	Redemption	73
	SECTION 10.2.	Form of Redemption Notice	73
	SECTION 10.3.	Notes Payable on Redemption Date	73
	 	 	 
	ARTICLE XI	Miscellaneous	74
	SECTION 11.1.	Compliance Certificates and Opinions, etc	74
	SECTION 11.2.	Form of Documents Delivered to Indenture Trustee	76
	SECTION 11.3.	Acts of Noteholders	76
	SECTION 11.4.	Notices, etc., to the Indenture Trustee, Issuer and Rating Agencies	77
	SECTION 11.5.	Notices to Noteholders; Waiver	78
	SECTION 11.6.	Alternate Payment and Notice Provisions	79
	SECTION 11.7.	Successors and Assigns	79


 



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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	SECTION 11.8.	Severability	79
	SECTION 11.9.	Benefits of Indenture	79
	SECTION 11.10.	Legal Holidays	79
	SECTION 11.11.	Governing Law	79
	SECTION 11.12.	Counterparts	80
	SECTION 11.13.	Recording of Indenture	80
	SECTION 11.14.	Trust Obligation	81
	SECTION 11.15.	Communication by Noteholders with Other Noteholders	81
	SECTION 11.16.	Inspection	81
	SECTION 11.17.	Agents of the Issuer	82
	SECTION 11.18.	Survival of Representations and Warranties	82
	SECTION 11.19.	Conflict with Trust Indenture Act	82
	SECTION 11.20.	Subordination	82
	SECTION 11.21.	Patriot Act	83


  



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EXHIBITS


 





	EXHIBIT A-1	Form of Class A Notes
	EXHIBIT A-2	Form of Class B Notes
	EXHIBIT A-3	Form of Class C Notes
	EXHIBIT B	Form of Section 3.9 Officer’s Certificate
	EXHIBIT C	Servicing Criteria to be Addressed in Assessment of Compliance
	EXHIBIT D	Form of Annual Certification of the Indenture Trustee
	EXHIBIT E	Form of Noteholder’s Statement Pursuant to Section 8.5
	 	 
	SCHEDULE 1	Perfection Representations, Warranties and Covenants










 



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INDENTURE, dated
as of [●] [●], 201[●] between [●], a [●] (the “Issuer”), and [●], a [●],
as trustee and not in its individual capacity (the “Indenture Trustee”).


 


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


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


GRANTING CLAUSE


 


The Issuer, as security
for the Issuer’s obligations under the Notes and this Indenture, hereby Grants to the Indenture Trustee at the Closing Date,
for the benefit of the Noteholders, a security interest in all of the Issuer’s right, title and interest in, to and
under the following, whether now existing or hereafter arising or acquired (collectively, without duplication, the “Collateral”):


 


(a)          the
[Loans] [[Non-SUBI] Receivables, the related Equipment], the Related Security and all obligations of the Obligors thereunder, excluding
amounts received thereunder prior to or on the Cut-off Date;


 


(b)          any
additional monies with respect to the foregoing, unless related to amounts in respect of Receivables due prior to or on the Cut-off
Date;


 


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


 


(d)          all
[Loan] [Receivable] Files and Records with respect to any of the foregoing;


 


(e)          the
Series 201[●]-[●] SUBI Certificate and the 201[●]-[●] SUBI;


 


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


 



    	 



    	 



    

  


(g)         the
Sale Agreement;


 


(h)         the
Purchase and Sale Agreement;


 


(i)          the
[Issuer] Servicing Agreement [and the Titling Trust Servicing Agreement (solely to the extent it pertains to the Series 201[●]-[●]
SUBI)];


 


[(j)]        the
Titling Trust Collateral Agency Agreement and the Titling Trust Administration Agreement, solely as they pertain to the
Series 201[●]-[●]
SUBI;]


 


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


 


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


 


[(l)][(m)] all
Proceeds of the foregoing clauses (a) through [(j)][(k)]; and


 


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


 


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


 


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


 


ARTICLE
I

Definitions and Incorporation by Reference


 


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


 


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


 



    	2



    	 



    

 


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


 


[“Administration
Agreement” means the Administration Agreement, dated as of [●] [●], 201[●], by and between the Administrator
and the Issuer.]


 


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


 


“Administrator”
means GE Capital in its capacity as administrator, a Delaware corporation, or any successor Administrator under the [Issuer] Administration
Agreement [or the Titling Trust Administration Agreement (solely to the extent it pertains to the Series 201[●]-[●]
SUBI), as applicable].


 


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


 


[“Aggregate
Receivable Value” means the sum of (i) the Loan Value of all the Loans and (ii) the Lease Value of all the
Leases.]


 


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


 


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


 


“Available Amounts”
means, for any Payment Date (without duplication):


 


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


 


(ii)         [All
payments made on by, or on behalf of, the Titling Trust in connection with the Series 201[●]-[●] SUBI or


 



    	3



    	 



    

 


the Series 201[●]-[●]
SUBI Certificate, received during the related Collection Period;]


 


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


 


(iv)        [net
proceeds from any sale, re-lease, continued use or other disposition of Equipment and other Collateral unless any such proceeds
due to any Obligor pursuant to a terminal rent adjustment clause in the related Lease;]


 


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


 


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


 


(vii)       Investment
Earnings for such Payment Date;


 


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


 


(ix)         payments
made by an Obligor pursuant to its obligation (if any) to pay the Termination Value pursuant to the related [Loan] [Receivable]
received during the related Collection Period;


 


provided that
Available Amounts shall not include all payments or proceeds of any [Loans] [Receivables or related Equipment] the Purchase Amount
of which has been included in the Available Amounts in a prior Collection Period.


 


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


 


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


 


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


 


[“Book Residual
Value” means, for the Equipment related to a Receivable arising out of a Lease that is not a Defaulted Receivable, the expected
future value of that Equipment at the end of the related Lease term, as determined at the time of origination by the applicable
Seller [or, in the case that Equipment is included in the Series 201[●]-[●] SUBI, the Titling Trust] in accordance
with such Seller’s [or the Titling Trust’s, as applicable,] typical practices and policies.]


 


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


 



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


 


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


 


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


 


“Class”
means any class of Notes.


 


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


 


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


 


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


 


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


 


“Class B Interest
Rate” means [●]% per annum, computed on the basis of a 360-day year of twelve 30-day months.


 


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


 


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


 


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


 


“Class C Interest
Rate” means [●]% per annum, computed on the basis of a 360-day year of twelve 30-day months.


 


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


 


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


 


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


 


“Clean-Up
Call” is defined in Section 6.1 of the Purchase and Sale Agreement.


 


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


 



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


 


“Clearstream”
means Clearstream Banking, société anonyme, a corporation organized under the laws of the Grand Duchy of Luxembourg.


 


“Closing Date”
means [●] [●], 201[●].


 


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


 


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


 


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


 


“Collection
Period” means, with respect to any Payment Date, the applicable Seller’s fiscal month preceding the month in which
the Payment Date occurs (or, if for the first Payment Date, the period from and including the day after the Cut-off Date to and
including the last day of the fiscal month preceding the fiscal month in which the first Payment Date occurs).


 


“Collections”
means, with respect to any Payment Date, the sum (without duplication) of (A) all amounts, whether in the form of cash, checks,
drafts, or other instruments, received by the Purchaser, the Issuer or the Servicer in payment or prepayment of, or applied to,
any amount owed by an Obligor on account of a [Loan] [Receivable] during the related Collection Period, including all amounts received
on account of such [Loan] [Receivable] (including interest) and all other fees and charges (other than amounts attributable to
insurance charges, maintenance, taxes and similar charges); [,] [and] [(B) all proceeds from the sale, re-lease, continued
use or other disposition of a Receivable, the related Equipment and Related Security (other than the sale to the Purchaser under
the Sale Agreement and the sale to the Issuer under the Purchase and Sale Agreement or any proceeds due to any Obligor pursuant
to a terminal rent adjustment clause in the related Lease),] (C) any Recoveries received during the related Collection Period.


 


“Commission”
means the Securities and Exchange Commission.


 


“Contract”
means any arrangement (including any invoice) pursuant to, or under which, an Obligor shall be obligated to make payments
with respect to any [Loan] [Receivable].


 


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


 



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“Credit and
Collection Policies” or “Credit and Collection Policy” means the policies, practices and procedures
adopted by the Issuer on the Closing Date, including the policies and procedures for determining the creditworthiness of Obligors
and the extension of credit to Obligors, or relating to the maintenance of such types of [loans] [receivables and related equipment]
and collections on such types of [loans] [receivables and related equipment].


 


“Cut-off Date”
means [●] [●], 201[●].


 


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


 


“Defaulted
[Loan] [Receivable]” means a [Loan] [Receivable] with respect to which (i) the Servicer on behalf of the Issuer
[or, if that Receivable is a SUBI Receivable, the Titling Trust] has repossessed the Equipment [securing] [related to] such [Loan]
[Receivable] or (ii) all or any portion of the Loan Value [or the Lease Value, as applicable,] is deemed uncollectible
in accordance with the Credit and Collection Policy.


 


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


 


“Delinquent
[Loan] [Receivable]” means any [Loan] [Receivable] that is more than sixty (60) days past due.


 


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


 


“Determination
Date” means, with respect to any Transfer Date, the second (2nd) Business Day prior to such Transfer Date.


 


“DTC”
means The Depository Trust Company.


 


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


 


“Equipment”
means any [transportation equipment, industrial equipment, construction equipment, furniture and fixtures, printing presses, maritime
assets, technology and telecommunications equipment] or other equipment, together with all accessions thereto securing an Obligor’s
indebtedness under such Obligor’s Loan [or that is subject of such Obligor’s Lease].


 


[“Equipment
Loan” means middle market equipment loans that consist of loans and finance leases secured by new or used [transportation
equipment, industrial equipment,


 



    	7



    	 



    

 


construction equipment,
furniture and fixtures, maritime assets, printing presses, technology and telecommunications equipment] or other equipment made
to obligors in the United States of America and managed by the Corporate Finance and Equipment Finance business units of the Commercial
Lending and Leasing business unit of GE Capital.]


 


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


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear system.


 


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


 


[“Excess Reserve”
means, with respect to any Payment Date, the excess of the Available Reserve Account Amount over the Required Reserve Account Amount.]


 


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


 


“Executive
Officer” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with
respect to any partnership, any general partner thereof.


 


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


 


“Final Maturity
Date” means the Payment Date in [●] 20[●].


 


“Financial
Asset” is defined in Section 8-102(a)(9) of Article 8 of the UCC.


 


[“Fitch”
means Fitch Inc. and its successors and assigns.]


 


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


 


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


 


“Global Note”
means a beneficial interest in the Notes of a particular Class, ownership and transfer of which shall be made through book-entries
by a Clearing Agency as described in Section 2.9.


 


“Grant”
means to create and grant a Lien pursuant to this Indenture, and other forms of the verb “to Grant” shall have correlative
meanings. A Grant with respect to the Collateral or any other agreement or instrument shall include a grant of a Lien upon all
rights, powers and options (but none of the obligations) of the Granting party thereunder, including the right, upon the occurrence
of a Default and declaration thereof by the party to whom such Grant is made, to claim for, collect, receive and give receipt
for principal and interest payments in respect of the


 



    	8



    	 



    

 


Collateral and all other
amounts payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise
all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything
that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.


 


“Indenture”
means this Indenture, dated as of [●] [●], 201[●], by and between the Issuer and the Indenture Trustee, as the
same may be amended and supplemented from time to time.


 


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


 


“Independent”
means, with respect to any specified Person, any such Person who (i) is in fact independent of any Seller, the Purchaser, the Servicer,
the Issuer, or any Affiliate of any thereof, (ii) does not have any direct financial interest, or any material indirect financial
interest in any Seller, the Purchaser, the Servicer, the Issuer, or any Affiliate of any thereof and (iii) is not connected with
any Seller, the Purchaser, the Servicer, the Issuer, or any Affiliate of any thereof, as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail
to be Independent of any Seller, the Purchaser, the Servicer, the Issuer, or any Affiliate of any thereof merely because such Person
is the beneficial owner of one percent (1%) or less of any class of securities issued by the Issuer, the Servicer, or any Affiliate
thereof, as the case may be.


 


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


 


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


 



    	9



    	 



    

 


state law, or the consent
by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator, or similar official of such Person or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or such Person’s failure to pay its debts generally as they become due, or the taking
of corporate action by such Person in furtherance of any such action.


 


“Instruments”
is defined in Section 9-102 of Article 9 of the UCC.


 


“Intercreditor
Agreement” means the Intercreditor Agreement, dated as of [●] [●], 201[●], [among] the Issuer,
GE Capital, [●], [●] and [,] [●] [, GE Capital Title Holding Corp. and the Titling Trust], as may be amended
or supplemented from time to time.


 


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


 


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


 


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


 


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


 


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


 


“Issuer”
means [●], a [●], until a successor replaces it and, thereafter, means the successor and, for purposes of any provision
contained in this Indenture and required by the TIA, each other obligor on the Notes.


 


[“Issuer
Administration Agreement” means the Administration Agreement, dated as of [●] [●], 201[●], by and
between the Administrator and the Issuer.]


 


[“Issuer
Servicing Agreement” means the Servicing Agreement, dated as of [●] [●], 201[●], by and among
the Issuer, the Titling Trust and the Servicer, as the same may be amended or supplemented from time to time.]


 


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


 



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


 


[“Lease”
means any agreement pursuant to, or under which, Equipment owned by the Issuer [or included on Annex A of the Series 201[●]-[●]
Supplement] is leased by an Obligor, pursuant to a true lease.]


 


[“Lease Value”
means, for any Lease that is not a Defaulted Receivable on any day (including the Cut-off Date), the sum of (i) the future Scheduled
Payments discounted monthly at the individual rate of return of such Lease as determined by the applicable Seller, plus (ii) any
past due Scheduled Payments reflected on the Servicer’s records, plus (iii) the present value of the Book Residual Value,
discounted monthly at the implicit rate of return of the individual related Lease, as determined by the applicable Seller. Defaulted
Receivables that are Leases shall be deemed to have a Lease Value equal to the outstanding Lease Value at the time it became a
Defaulted Receivable less the amount written off as uncollectible in accordance with the Credit and Collection Policy.]


 


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


 


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


 


[“Loan Files”
means, with respect to each Loan serviced by the Servicer, (i) the original fully executed copy of the Loan; (ii) a record
or facsimile of the original credit application, if obtained, fully executed by the Obligor; (iii) the original certificate of
title or file stamped copy of the UCC financing statement (if any) or such other documents evidencing the security interest of
the Purchaser in the Equipment; and (iv) any and all other material documents relating to a Loan, an Obligor or any of the Equipment.]


 


[“Loan Value”
means for any [Loan] [Receivable] that is not a Defaulted [Loan] [Receivable] on any day (including the Cut-off Date) (A) with
respect to Precomputed Loans, (i) the present value of the future Scheduled Payments discounted monthly at its APR plus (ii) 
any past due Scheduled Payments reflected on the Servicer’s records plus (iii) the unamortized amounts of any purchase premiums
minus (iv) the unamortized amounts of any purchase discounts and (B) with respect to Simple Interest Loans, (i) the balance
reflected on the Servicer’s records plus (ii) the unamortized amounts of any purchase premiums minus (iii) the unamortized
amounts of any purchase discounts. Defaulted [Receivables that are] Loans shall be deemed to have a Loan Value equal to the outstanding
Loan Value at the time it became a Defaulted [Loan] [Receivable] less the amount written-off as uncollectible in accordance with
the Credit and Collection Policy.]


 



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


 


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


 


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


 


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


 


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


 


[“Non-SUBI
Receivables” means all the Loans and any Leases not specified on Annex A to the Series 201[●]-[●] Supplement.]


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Payment Date”
means, with respect to each Collection Period, the [●] day of the calendar month following the end of that Collection Period,
or, if such day is not a Business Day, the next Business Day, commencing on [●] [●], 201[●].


 


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


 


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


 


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


 


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


 


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


 


(e)          any
other demand, money market fund, common trust fund or time deposit or obligation, or interest-bearing or other security or investment,
rated in the highest rating category by the applicable Rating Agencies at the time of such investment, or in the event that the
rating methodology or symbols of a Rating Agency change, then in one of the top three (3) categories from such Rating Agency. Such
investments in this subsection (e) may include money market mutual funds or common trust funds, including, without limitation,
the market mutual funds or common trust funds where the Indenture Trustee


 



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or an Affiliate
thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian; and


 


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


 


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


 


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


 


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


 


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


 


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


 


“Proceeds”
is defined in Section 9-102(a)(64) of the UCC.


 


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


 


“Purchase
Amount” means, as of the close of business on the last day of a Collection Period [[(a) with respect to any Loan], an
amount equal to the Loan Value of the applicable Loan, as of the first day of the immediately following Collection Period
(or, with respect to any applicable Loan that is a Defaulted [Loan] [Receivable], as of the day immediately prior to such Loan
becoming a Defaulted [Loan] [Receivable]) plus interest accrued and unpaid thereon as of such last day at a rate per annum equal
to the APR for such Loan] [and (b)] [with respect to any Lease and its related Equipment, an amount equal to the Lease Value of
the applicable Lease and its related Equipment, as of the first day of the immediately following Collection Period (or, with respect
to any applicable Lease that is a Defaulted Receivable, as of the day immediately prior to such Lease becoming a Defaulted Receivable)
plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to the applicable discount rate for the
related business unit originating such Lease].


 



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“Purchase
and Sale Agreement” means the Receivables Purchase and Sale Agreement, dated as of [●] [●], 201[●],
by and between the Purchaser and the Issuer, as the same may be amended or supplemented from time to time.


 


[“Purchased
[Loan] [Receivable]” means a [Loan] [Receivable] [and, if applicable, its related Equipment] repurchased as of the close
of business on the last day of a Collection Period by a Seller pursuant to the Sale Agreement and repurchased as of such time by
the Purchaser pursuant to the Purchase and Sale Agreement or otherwise sold to a third-party by the Issuer pursuant to the Purchase
and Sale Agreement.]


 


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


 


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


 


“Rating Agency
Condition” means, for so long as such entity is rating any Class of Notes, with respect to any action, that [(i) Moody’s
shall have been given at least ten (10) Business Days’ prior notice thereof and shall have not notified the Issuer and the
Indenture Trustee, in writing, that such action will result in a reduction or withdrawal of the then current rating of any Class
of the Notes and (ii) Fitch shall have been given at least 10 Business Days’ prior notice thereof].


 


[“Receivable”
means, with respect to any Loan or Lease, all indebtedness of the related Obligor (whether constituting an account, chattel paper,
document, instrument or general intangible) under that Loan or Lease.]


 


[“Receivable
Files” means, with respect to each Receivable serviced by the Servicer, (i) the original fully executed copy of
the Receivable and related Contract; (ii) a record or facsimile of the original credit application, if obtained, fully executed
by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement (if any) or such other
documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating
to a Receivable, an Obligor or any of the Equipment.]


 


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


 


“Records”
means all documents, books, records and other information (including computer programs, tapes, disks, data processing software
and related property and rights) prepared and maintained by any of the Purchaser, the Servicer, any Sub-Servicer or the Issuer
with respect to the [Loans] [Receivables] and the Obligors thereunder.


 



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“Recoveries”
means, with respect to any [Loan] [Receivable], monies collected in respect thereof, from whatever source [(other than from the
sale or other disposition of the Equipment)], in any Collection Period after the Lease Value or the Loan Value, as applicable,
of such Receivable became zero.


 


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


 


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


 


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


 


“Related Documents”
means this Indenture, the Sale Agreement, the Purchase and Sale Agreement, the [Issuer] Servicing Agreement, the Intercreditor
Agreement, the Issuer Limited Liability Company Agreement, the CEF Limited Liability Company Agreement, the [Issuer] Administration
Agreement, [the Titling Trust Agreement (solely to the extent it pertains to the Series 201[●]-[●] SUBI), the Series 201[●]-[●] Supplement, the Titling Trust Servicing Agreement (solely
to the extent it pertains to the Series 201[●]-[●] SUBI), the
Titling Trust Administration Agreement (solely to the extent it pertains to the Series 201[●]-[●] SUBI), the Series 201[●]-[●] Collateral Agency Supplement], and all other agreements,
instruments, and documents and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and
all other written matter whether heretofore, now or hereafter executed by or on behalf of any Person, or any employee of any Person,
and delivered in connection with any of the foregoing. Any reference in the foregoing documents to a Related Document shall include
all Annexes, Exhibits and Schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and
shall refer to such Related Document as the same may be in effect at any and all times such reference becomes operative.


 


“Related Security”
means with respect to any [Loan] [Receivable]: (a) any interest (including security interests), if any, in the related Equipment
[and without limiting the foregoing, the related Residual]; (b) all guarantees, insurance [(including residual value insurance)]
or other agreements or arrangements of any kind from time to time supporting or securing payment of such [Loan] [Receivable] (including
rights (if any) to receive proceeds on insurance policies covering the Obligors); and (c) all Records relating to such [Loan] [Receivable].


 


[“Removed
Receivable” means a Receivable and, if applicable, its related Equipment removed as of the close of business on the last
day of a Collection Period by a Seller pursuant to


 



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the Sale Agreement and
removed as of such time by the Purchaser pursuant to the Purchase and Sale Agreement.]


 


[“Required
Reserve Account Amount” means (i) as of the Closing Date, [●]% of the initial [aggregate Loan Value] [Aggregate
Receivable Value]; and (ii) as of any Payment Date thereafter, the lesser of (a) the Outstanding Principal Balance of the Notes
and (b) [●]% of the initial [aggregate Loan Value] [Aggregate Receivable Value].]


 


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


 


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


 


[“Residual”
means, with respect to any Lease, any right of the lessor or its assigns, as owner of the underlying Equipment, to realize
value from the related Equipment after termination of the Lease, including the right of the owner of the Equipment to receive any
proceeds from the sale, re-lease, continued use or other disposition of the Equipment after the termination of the Lease.]


 


[“Residual
Realization” means the amount received by the Issuer after lease termination on account of any sale, re-lease, continued
use or other disposition of the Equipment subject to Leases under which any of the Receivables arise. The total amount of Residual
Realizations on an item of Equipment will include (a) the proceeds from the ultimate disposition of the Equipment net of refurbishing
and remarketing expenses, (b) the net proceeds from any sale or re-lease in accordance with the [Issuer] Servicing Agreement [and,
solely to the extent pertaining to the Series 201[●]-[●] SUBI,
the Titling Trust Servicing Agreement] and (c) any rentals received under month-to-month or other similar arrangements prior to
final disposition.]


 


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


 


“S&P”
means Standard & Poor’s Financial Services, LLC, or any successor thereto.


 


“Sale Agreement”
means the Receivables Sale Agreement, dated as of [●] [●], 201[●], among GE Capital, [●], [●],
[●][, GE Capital Title Holding Corp.] and the Purchaser, as the same may be amended or supplemented from time to time.


 


“Scheduled
Payment” [(a)] on a Loan means that portion of the payment required to be made by the Obligor during any Collection Period
sufficient to amortize the loan balance under (x) in the case of a Precomputed Loan, the actuarial method or (y) in the case of
a Simple Interest


 



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Loan, the simple interest
method, in each case, over the term of the Loan and to provide interest at the APR; [provided, that] [and (b) on a
Lease means any payment required to be made by the Obligor under that Lease, other than on account of Residuals. The principal
component of a Scheduled Payment on a Lease means the full required amount of the Scheduled Payment, less an imputed yield
component based on the discount rate used in determining the present value of scheduled payments payable under the Lease, as determined
by the applicable Seller for such Lease; provided that, in the case of (a) or (b),] Termination Values shall also constitute
Scheduled Payments.


 


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


 


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


 


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


 


“Securities
Intermediary” is defined in Section 8-102(a)(14) of the UCC.


 


“Seller”
means each of GE Capital, [●], [●] [or] [,] [●] [or GE Capital Title Holding Corp.], in its capacity as the seller,
its successors and assigns.


 


[“Series 201[●]-[●]
SUBI Certificate” means the certificate of beneficial ownership, representing beneficial ownership of the Titling Trust
Assets comprising the Series 201[●]-[●] SUBI, issued pursuant to the Series 201[●]-[●] SUBI Supplement.]


 


[“Series 201[●]-[●]
Collateral Agency Supplement” means the Series 201[●]-[●] Supplement to the Collateral Agency Agreement.]


 


[“Series 201[●]-[●]
SUBI” means that special unit of beneficial interest of the Titling Trust created by the Series 201[●]-[●]
Supplement to which Titling Trust Assets are allocated.]


 


[“Series
201[●]-[●] Supplement” means Section 1.3 of the Issuer Servicing Agreement.]


 


“Servicer”
means GE Capital, as the Servicer under the [Issuer] Servicing Agreement [and, solely to the extent pertaining to the Series 201[●]-[●]
SUBI, the Titling Trust Servicing Agreement], as the case may be, or any other
Person designated as a Successor Servicer under such agreement.


 


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


 



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“Servicer’s
Certificate” means an Officer’s Certificate of the Servicer delivered pursuant to Section 2.7 of the [Issuer] Servicing
Agreement.


 


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


 


[“Servicing
Agreement” means the Servicing Agreement, dated as of [●] [●], 201[●], by and between the Issuer and
the Servicer, as the same may be amended or supplemented from time to time.]


 


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


 


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


 


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


 


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


 


[“SUBI Receivables”
means the Leases specified on Annex A to the Series 201[●]-[●] Supplement.]


 


“Sub-Servicer”
is defined in Annex A to the Servicing Agreement.


 


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


 


“Termination
Value” means the “Termination Value” (if any) payable by an Obligor pursuant to the applicable [Loan] [Receivable].


 


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


 


[“Titling
Trust” means GE TF Trust, a Delaware statutory trust.]


 


[“Titling
Trust Administration Agreement” means the Administration Agreement, dated as of February 10, 2010, by and between GE
Title Agent, LLC, a Delaware limited liability company, as Collateral Agent and GE Capital, as Administrator, as such may be amended
or supplemented from time to time.]


 


[“Titling
Trust Agreement” means the Amended and Restated Trust Agreement, dated as of April 30, 2012, by and between GE
Capital Title Holding Corp., a Delaware corporation, as Settlor and Initial Beneficiary and Wilmington Trust Company, a
Delaware trust company, as UTI trustee, Administrative Trustee and Delaware trustee, as such may be amended or
supplemented from time to time.]


 



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[“Titling
Trust Assets” means, at any time, all assets owned by the Titling Trust at such time.]


 


[“Titling
Trust Collateral Agency Agreement” means the Amended and Restated Collateral Agency Agreement, dated as of April
30, 2012, by and among the Titling Trust, GE Title Agent, LLC, a Delaware liability company, as Collateral Agent and
GE Capital, as such may be amended or supplemented from time to time.]


 


[“Titling
Trust Collateral Agent” means GE Title Agent, LLC, a Delaware limited liability company, as Collateral Agent under the
Titling Trust Collateral Agency Agreement, or any other Person designated as a Collateral Agent under that agreement.]


 


[“Titling
Trust Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of April 30, 2012, by and between
GE Capital, as Servicer and the Titling Trust, and the Series 20[●]-[●] SUBI Servicing Supplement, as each may be amended,
supplemented and otherwise modified from time to time.]


 


[“Titling
Trust Servicing Fee” means the Servicing Fee payable to the Servicer under the Titling Trust Servicing Agreement.]


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


“indenture securities”
means the Notes.


 


“indenture security
holder” means a Noteholder.


 


“indenture to
be qualified” means this Indenture.


 


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


 


“obligor”
on the indenture securities means the Issuer.


 


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


 


ARTICLE
II

The Notes


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


Each purchaser and
transferee, by its acceptance of a Note (or interest therein), shall be deemed to represent and warrant that either (i) the transferee
is not acquiring and will not hold any Note with the assets of (a) an “employee benefit plan” (as defined in Section
3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that
is subject to Section 4975 of the Code, (c) an entity that is deemed to hold “plan assets” of any such employee benefit
plan or plan (each of the foregoing, a “Benefit Plan”) or (d) any governmental plan, non-U.S. plan or church
plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar
Law”), or (ii) (x) such Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical
rating organization at the time of purchase or transfer and (y) the transferee’s acquisition and continued holding of the
Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or result
in a violation of Similar Law. The Notes are not eligible for purchase by Benefit Plans at any time the Notes do not have a current
investment grade rating from a nationally recognized statistical rating agency. Any purchase or transfer of a Note (or any interest
therein) in violation of the foregoing shall be void ab initio.


 


(b)          Any
Notes retained by the Issuer, or a Person related to the Issuer, for which the Issuer has not received an Opinion of Counsel that
such Notes shall be indebtedness for U.S. federal income tax purposes, may not be transferred to another Person, unless an Opinion
of Counsel is delivered at such time that such Notes will be indebtedness for U.S. federal income tax purposes.


 


(c)          Subject
to Section 2.4(a), upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained
as provided in Section 3.2, if the requirements of Section 8-401(a)(1) of the UCC are met, the Issuer shall execute, the
Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the


 



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


 


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


 


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


 


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


 


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


 



    	25



    	 



    

 


issued presents for payment
such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from
the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was
delivered (or payment made) or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture
Trustee in connection therewith.


 


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


 


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


 


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


 


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


 


SECTION 2.7. Payment
of Principal and Interest; Defaulted Interest. (a) Any installment of interest or principal, if any, payable on any Note that
is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class, postage prepaid, to
such Person’s address as it appears on the Note Register on such Record Date or by wire transfer of immediately available
funds to a U.S. dollar account maintained by such Person; provided, that the wiring instructions have been received by the Indenture
Trustee on or before the related Record Date. However, unless Definitive Notes have been issued, with respect to Notes registered
on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will
be made by wire transfer in immediately available funds to the account designated by such nominee or, if a wire transfer cannot
be effected, by a U.S. dollar check mailed to the Clearing Agency or its nominee. Notwithstanding the above, the final installment
of principal payable with respect to such Note (and except for the Redemption Price for any Note called for redemption pursuant
to Section 


 



    	26



    	 



    

 


10.1) shall be
payable as provided in clause (b)(ii). The funds represented by any such checks returned undelivered shall be held in accordance
with Section 6.16.


 


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


 


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


 


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


 


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


 


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


 


(c)          (i)
For each Payment Date, the interest due and payable with respect to the Class A Notes, Class B Notes and Class C Notes
will be the interest that has accrued on the respective Notes in the related Interest Accrual Period, at the applicable Interest
Rate applied to the then Outstanding Principal Balances of the Class A Notes, Class B Notes and the Class C Notes, respectively,
on the preceding Payment Date subject to Section 3.1. [With respect to the [Class A-[●]] Notes, the interest
will be calculated on the basis of the actual number of days in the applicable Interest Accrual Period based and a 360 day year.
With respect to the Notes other than the [Class A-[●] Notes], interest will be calculated on the basis of twelve (12)
thirty (30)


 



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day months and a 360
day year (or, in the case of the initial Payment Date, on the basis of a 30-day month and a number of days since, and including
the Closing Date).


 


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


 


(d)          All
payments made with respect to any Note shall be made in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts and shall be applied first to the interest then due and payable
on such Notes and then to the principal thereof.


 


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


 


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


 


(i)          the
Issuer, the Note Registrar and the Indenture Trustee, and their officers, directors, employees and agents may deal with the Clearing
Agency for all purposes (including the payment of principal of and interest on the Class A


 



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Notes, the Class
B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners;


 


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


 


(iii)        the
rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and
shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or
the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section
2.11, the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the
case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any
liability therefor);


 


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


 


(v)         owners
of a beneficial interest in a Global Note will not be entitled to have any portion of a Global Note registered in their names and
will not be considered to be the owners or Noteholders of any Notes under this Indenture; and


 


(vi)        payments
on a Global Note will be made to the Clearing Agency, or its nominee, as the registered owner thereof. None of the Issuer, the
Indenture Trustee or the Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments
made on, account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating
to the beneficial ownership interests.


 


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


 


SECTION 2.11. Definitive
Notes. (a) If: (i) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able
to properly discharge its


 



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responsibilities under
this Indenture with respect to the Notes, and the Issuer is unable to locate a qualified successor, (ii) the Issuer advises the
Indenture Trustee in writing that it elects to terminate the book-entry system and, upon receipt of a notice of intent from the
Clearing Agency, the participants holding beneficial interests in the Notes agree to initiate a termination or (iii) after the
occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority
of the Outstanding Principal Balance of the Notes advise the Clearing Agency in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of the Note Owners, then the Indenture Trustee shall notify all
Note Owners of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon
surrender to the Indenture Trustee of the typewritten Notes representing the Global Notes by the Clearing Agency, accompanied by
registration and transfer instructions from the Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee
shall authenticate, the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note
Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, all references herein to obligations
imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Issuer, to the extent
applicable with respect to such Definitive Notes, and the Issuer shall recognize the holders of the relevant Definitive Notes as
Noteholders hereunder.


 


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


 


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


 


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


 


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


 


SECTION 2.15. Notes
to Constitute Indebtedness. The parties hereto agree that it is their mutual intent that, for all applicable tax purposes,
the Notes will constitute indebtedness. Further, each party hereto and each Noteholder (by accepting and holding a Note) hereby
covenants to every other party hereto and to every other Noteholder to treat the Notes as indebtedness for all applicable tax purposes
in all tax filings, reports and returns and otherwise,


 



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and further covenants
that neither it nor any of its Affiliates will take, or participate in the taking of or permit to be taken, any action that is
inconsistent with the treatment of the Notes as indebtedness for tax purposes. All successors and assignees of the parties hereto
shall be bound by the provisions hereof.


 


ARTICLE
III

Covenants


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


(f)          The
Issuer agrees that it will not, without the prior written consent of the Indenture Trustee or the Noteholders of at least a majority
of the Outstanding Principal Balance, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment,


 



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modification, supplement,
termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit
and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase
and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the [Issuer] Servicing Agreement [or the
Titling Trust Servicing Agreement]; provided, that, no such amendment, modification, waiver, supplement, termination
or surrender of terms of the Collateral or such waiver of performance shall: (i) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to
be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are
required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes;
provided, further, that the Issuer may, without the consent of the Noteholders, amend the Related Documents, to reflect any change
in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture
Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders. If any
such amendment, modification, waiver, supplement, termination or surrender of the terms of the Collateral or such waiver of performance
shall be so consented to by the Indenture Trustee or such Noteholders, the Issuer agrees, promptly following a request by the Indenture
Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other
documents necessary or appropriate in the circumstances to effect such amendment, modification, waiver, supplement, termination
or surrender.


 


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


 


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


 


SECTION 3.9. Annual
Statement as to Compliance. The Issuer will deliver to the Indenture Trustee, on or before the ninetieth (90th)
day after the end of each calendar year of the Issuer (commencing with the calendar year 201[●]), an Officer’s Certificate,
substantially in the form of Exhibit B, stating that:


 



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


 


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


 


SECTION 3.10. Information
to Be Provided by the Indenture Trustee.


 


(a)          It
is agreed and acknowledged that the purpose of this Section 3.10 is to facilitate compliance by the Purchaser and the Issuer with
the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor the Issuer shall
exercise its right to request delivery of information or other performance under this Section 3.10 other than in good faith, or
for purposes other than the Issuer’s or the Purchaser’s compliance with the Securities Act, the Securities Exchange
Act and the rules and regulations of the Commission thereunder (or to provide disclosure related to a private offering comparable
to that required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request
by the Purchaser or the Issuer for information regarding the Indenture Trustee, including but not limited to, information which
is required in order to enable the Purchaser and the Issuer to comply with Items 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of
Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture.


 


(b)          The
Indenture Trustee shall be deemed to represent to the Purchaser and the Issuer, as of the date on which information is provided
to Purchaser pursuant to this Section 3.10, except as disclosed in writing to the Purchaser prior to such date that: (i) none of
the execution or the delivery by the Indenture Trustee of this Indenture, the performance by the Indenture Trustee of its obligations
under this Indenture nor the consummation of any of the transactions by the Indenture Trustee contemplated hereby, cause the Indenture
Trustee to be in violation of (x) any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease,
license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would
have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture, or (y)
of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the
Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually
or in the aggregate, would have a material adverse effect on the Noteholders or the right, power and authority of the Indenture
Trustee to enter into this Indenture or to perform its obligations under this Indenture.


 


(c)          For
so long as the Issuer is required to report under the Securities Exchange Act, the Indenture Trustee shall: (i) on or before the
fifth Business Day of each month, provide to the Issuer, in writing, such information regarding the Indenture Trustee as is requested
in writing by the Issuer for the purpose of compliance with Item 1117 of Regulation AB; provided, however, that the
Indenture Trustee shall not be required to provide such information in the event that


 



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there has been no change
to the information previously provided by the Indenture Trustee to the Issuer, and (ii) as promptly as practicable following actual
notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Purchaser,
in writing, such updated information.


 


(d)          As
soon as available but no later than [March 15] of each calendar year for so long as the Issuer is required to report under the
Securities Exchange Act, commencing in 201[●], the Indenture Trustee shall (if requested in writing by the Purchaser in order
to comply with Item 1122 of Regulation AB) deliver to the Purchaser reports regarding the assessment by the Indenture Trustee (if
so requested by the Purchaser) of compliance to the Servicing Criteria during the immediately preceding calendar year, as required
under paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such reports
shall be signed by an Authorized Officer of the Indenture Trustee and shall address each of the servicing criteria specified in
Exhibit C or such criteria as mutually agreed upon by the Purchaser and the Indenture Trustee.


 


(e)          As
soon as available but no later than [March 15] of each calendar year for so long as the Issuer is required to report under the
Securities Exchange Act, commencing in 201[●], the Indenture Trustee shall (if requested in writing by the Purchaser in order
to comply with Item 1122 of Regulation AB) deliver to the Purchaser a report of a registered public accounting firm that attests
to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph.
Such attestation shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company
Accounting Oversight Board and in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Securities Exchange Act.


 


(f)          As
soon as available but no later than [March 15] of each calendar year for so long as the Issuer is required to report under the
Securities Exchange Act, commencing in 201[●], the Indenture Trustee shall (if requested in writing by the Purchaser in order
to comply with Item 1122 of Regulation AB) deliver to the Purchaser and any other Person that will be responsible for signing the
certification required by Rules 13a-14(d) and 15d-14(d) under the Securities Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002) (a “Sarbanes Certification”) on behalf of the Issuer or the Purchaser a certification substantially
in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Purchaser and the Indenture Trustee.
The Indenture Trustee acknowledges that the parties identified in this Section 3.10(f) may rely on the certification provided by
the Indenture Trustee hereunder in signing a Sarbanes Certification and filing such with the Commission.


 


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


 


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


 


(b)          claim
any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly
withheld from such payments under the


 



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Code or applicable State
law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon
any part of the Collateral;


 


(c)          engage
in any business or activity other than in connection with, or relating to the financing, purchasing, owning, selling and managing
ownership of, the [Loans] [Receivables, the related Equipment] and the interests in the other property constituting the Collateral,
the issuance of the Notes, and the specific transactions contemplated by the Related Documents and activities incidental thereto;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)          convey
or transfer any of its properties or assets, including those included in the Collateral, to any Person, unless (i) the Person that
acquires such property or assets shall: (A) expressly agree by means of a supplemental indenture that all right, title and
interest so conveyed or transferred shall be subject and subordinate to the rights of Noteholders and (B) expressly agree
by means of such supplemental indenture that such Person (or if a group of


 



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Persons, then one specified
Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in
connection with the Notes and (ii) the conditions in clause (l) below have been satisfied; or


 


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


 


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


 


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


 


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


 


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


 


(v)         the
Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect
that such consolidation or merger will not (a) result in the Issuer being classified as an association (or publicly traded partnership)
taxable as a corporation for U.S. federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness
for U.S. federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for a new debt instrument pursuant
to Treasury Regulation §1.1001-3.


 


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


 


(vii)       the
Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that
such consolidation or merger or such conveyance or transfer, as the case may be, and such supplemental indenture comply with this
Section 3.11(l), are authorized and permitted by this Indenture and that all conditions precedent herein provided for relating
to such transaction have been complied with (including any filing required by the Securities Exchange Act).


 


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


 



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


 


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


 


(b)          The
Issuer shall deliver to the Indenture Trustee, within five (5) days after the Issuer obtains actual knowledge thereof, written
notice in the form of an Officer’s Certificate of any Default under clause (iii) of the definition thereof, its status
and what action the Issuer is taking or proposes to take with respect thereto.


 


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


 


ARTICLE
IV

Satisfaction and Discharge


 


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


 


(b)          Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.7,
and if funds shall have been deposited


 



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with the Indenture Trustee
pursuant to Section 4.1(a)(vi)(y), the obligations of the Indenture Trustee under Sections 4.2 and 6.17 (in
its capacity as Paying Agent) shall survive.


 


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


 


SECTION 4.2. Application
of Trust Funds. All funds deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes for the payment or redemption of which
such funds have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest
, but such funds need not be segregated from other funds except to the extent required herein or as required by law.


 


ARTICLE
V

Remedies


 


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


 


(i)          default
in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period
of five (5) days; provided, that the failure to pay interest on the Class B Notes or Class C Notes when due shall not
be an Event of Default if on the related Payment Date such failure to pay resulted from principal being paid in accordance with
Section 8.3(a)(iv); provided, further, that failure to pay interest on the Class C Notes when due
shall not be an Event of Default if on the related Payment Date such failure to pay resulted from principal being paid in accordance
with Section 8.3(a)(vi);


 


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


 


(iii)        material
default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a default
in the observance or performance of a covenant or an agreement of which is elsewhere specifically dealt with in this Section
5.1), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered
pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall
have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation
or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of thirty (30) days (or for such longer
period, not in excess of ninety (90) days, as may be reasonably necessary to


 



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remedy such default
if the Issuer delivers an Officer’s Certificate to the Indenture Trustee to the effect that the Issuer has commenced, or
will promptly commence and diligently pursue, all reasonable efforts to remedy such default and such default can be remedied in
ninety (90) days or less) after there shall have been given, by registered or certified mail, to the Issuer by the Indenture
Trustee or to the Issuer and the Indenture Trustee by the Noteholders of at least twenty-five percent (25%) of the Outstanding
Principal Balance of the Notes, a written notice specifying such default or incorrect representation or warranty and requiring
it to be remedied and stating that such notice is a notice of Default hereunder; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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(vii)       make
demand upon the Issuer, by written notice, that the Issuer deliver to the Indenture Trustee all [Loan] [Receivable] Files [related
to Non-SUBI Receivables] (in which event the Issuer covenants to make demand upon the Servicer to so deliver such [Loan] [Receivable]
Files); and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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pursuant to this Section)
shall be entitled and empowered to, and, at the direction (which direction shall be in writing) of the Noteholders pursuant to
Section 5.8 by intervention in such proceedings or otherwise:


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)          All
rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any
such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name and as trustee of


 



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an express trust, and
any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall be for the benefit of the Noteholders as provided
in this Indenture.


 


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


 


SECTION 5.3. [Reserved].


 


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


 


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


 


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


 


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


 


SECTION 5.8. Control
by Noteholders. (a) Except as otherwise expressly provided in this Indenture, the Noteholders of not less than a majority of
the Outstanding Principal Balance


 



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of the Notes shall have
the right to (i) direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee
with respect to the Notes, (ii) accelerate the Notes pursuant to Section 5.2 after an Event of Default or (iii) exercise
any trust or power conferred on the Indenture Trustee; provided, that such direction shall not be in conflict with any rule
of law or with this Indenture; provided, further, that, subject to Section 6.1, the Indenture
Trustee need not take any action that it determines might involve it in liability on the part of the Indenture Trustee for which
the Indenture Trustee is not indemnified to its satisfaction or might materially adversely affect the rights of any Noteholder(s)
not consenting to such action. The Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not
inconsistent with such direction.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended that no
one or more Noteholder(s) shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over
any other Noteholder(s) or to enforce any right under this Indenture, except in


 



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the manner herein provided and for the
equal and ratable benefit of all the other Noteholders. Nothing in this Section shall be construed as limiting the rights of otherwise
qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.8 hereof.


 


In the event the Indenture
Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Noteholders, each representing
less than a majority of the Outstanding Principal Balance of the Notes, the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.


 


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


 


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


 


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


 


SECTION 5.11. Waiver
of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not hinder, delay or


 



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impede the execution
of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no
such law had been enacted.


 


SECTION 5.12. Action
on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien
of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any
judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the
Collateral or upon any of the assets of the Issuer. Any funds or other property collected by the Indenture Trustee shall be applied
in accordance with Section 8.3(c).


 


SECTION 5.13. [Reserved]


 


SECTION 5.14. Sale
of Collateral. (a) The power to effect any sale of any portion of the Collateral described pursuant to Section 5.2 shall
not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until
the entire Collateral shall have been sold or all amounts due under this Indenture have been paid in full. The Indenture Trustee
may from time to time, upon directions in accordance with Section 5.8, postpone any public sale by public announcement
made at the time and place of such sale. For any public sale of the Collateral, the Indenture Trustee shall have provided each
Noteholder and [Moody’s] with notice of such sale at least two (2) weeks in advance of such sale which notice shall specify
the date, time and location of such sale.


 


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


 


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


 


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


 


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


 


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


 


(ii)         the
Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey any portion
of the


 



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Collateral in
connection with a sale thereof, and to take all action necessary to effect such sale;


 


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


 


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


 


(v)         the
Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, other than an Event of Default
described in Sections 5.1(i) or (ii), unless the applicable conditions in this Section 5.14 are met
and: (A) all the Noteholders direct in writing a sale or liquidation of the Collateral, (B)(i) the Indenture Trustee (or its agent)
determines, based on a certification of the Issuer, that the anticipated proceeds of such sale or liquidation (after deducting
the reasonable expenses of such sale or liquidation), based on a certificate of the Issuer, would be sufficient to discharge in
full all amounts due and unpaid upon such Notes and other amounts payable pursuant to Section 8.3(c) and (ii) the Noteholders
acting unanimously do not direct in writing the Indenture Trustee to the contrary within fifteen (15) days of receipt of notice
of such determination by the Indenture Trustee or (C) the Indenture Trustee determines that the Collateral will not continue to
provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had
not been declared due and payable, and the Indenture Trustee obtains the consent of Noteholders of 66-2/3% of the Outstanding Principal
Balance of the Notes. In determining whether to sell or hold the Collateral, the Indenture Trustee may obtain and rely upon
an opinion of any Independent investment banking or accounting firm of national reputation in the United States as to the feasibility
of such proposed action and as to the sufficiency of the Collateral to discharge in full all amounts then due and unpaid upon the
Notes for principal and interest.


 


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


 


(e)          The
provisions of this Section 5.14 shall not be construed to restrict the ability of the Indenture Trustee to exercise any
rights and powers against the Issuer or the Collateral that are vested in the Indenture Trustee by this Indenture, including, without
limitation, the power of the Indenture Trustee to proceed against the collateral subject to the Lien of this Indenture and to institute
judicial proceedings for the collection of any deficiency remaining thereafter.


 


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


 



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ARTICLE
VI

The Indenture Trustee


 


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


 


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


 


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


 


(ii)         in
the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements
of this Indenture.


 


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


 


(i)          this
clause (c) does not limit the effect of clause (b) of this Section 6.1;


 


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


 


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


 


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


 


(v)         the
Indenture Trustee shall have no duty to monitor the performance of the Issuer, the Servicer or their respective agents, nor shall
it have any liability in connection with malfeasance or nonfeasance by the Issuer or the Servicer. The Indenture Trustee shall
have no liability in connection with compliance of the Issuer, the Servicer or their respective agents with statutory or regulatory
requirements related to the [Loans] [Receivables]. The Indenture


 



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Trustee shall
not make or be deemed to have made any representations or warranties with respect to the [Loans] [Receivables] or the validity
or sufficiency of any assignment of the [Loans] [Receivables] to the Collateral or the Indenture Trustee.


 


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


 


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


 


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


 


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


 


(h)          The
Indenture Trustee:


 


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


 


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


 


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


 


(i)          No
person other than the Indenture Trustee as provided herein shall have “control” (as such term is defined in Section
8-106 of the UCC and Section 9-104 of the UCC) of any of the Trust Accounts.


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.6. [Reserved]


 


SECTION 6.7. Compensation
and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services hereunder
as the Issuer and the Indenture Trustee may agree in writing (which compensation shall not be limited by any law on compensation
of a trustee of an express trust). The Issuer shall reimburse the Indenture Trustee upon its request, for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses


 



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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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SECTION 6.10. Appointment
of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose
of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to appoint one or more Person(s) to act as co-trustee(s),
or separate trustee(s) for the benefit of the Noteholders, and to vest in such Person(s), in such capacity all rights hereunder
with respect to the Collateral, or any part thereof, and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.


 


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


 


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


 


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


 


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


 


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


 


(d)          Any
separate trustee or co-trustee may at any time constitute the Indenture Trustee as its agent or attorney-in-fact with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and
in its name.


 



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If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of
a new or successor trustee.


 


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


 


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


 


If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section 6.11, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Indenture Trustee
shall cease to be eligible in accordance with the provisions of this Section 6.11, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 


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


 


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


 



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Notes have been paid,
so long as any amounts remain unpaid with respect to the Class B Notes, only the Indenture Trustee for the Class B Noteholders
will have the right to exercise remedies under the Indenture (but subject to the right of the Class C Noteholders to receive their
share of any proceeds of enforcement). Upon repayment of the Class A Notes in full, all rights to exercise remedies under this
Indenture will transfer to the Indenture Trustee for the Class B Notes and, upon payment of the Class B Notes in full, all
rights to exercise remedies under this Indenture will transfer to the Indenture Trustee for the Class C Notes.


 


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


 


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


 


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


 


SECTION 6.14. Reports
by Indenture Trustee to Noteholders. To the extent required by the TIA, within 60 days after each [●] [●] following
the date of this Indenture (including [●] [●], 201[●]), the Indenture Trustee shall mail to the Noteholders a
brief report dated as of such reporting date that complies with TIA Section 313(a), if such a report is required pursuant to TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b). The Indenture Trustee shall also transmit
by mail all reports as required by TIA Section 313(c).


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


For so long as the
Paying Agent and the Indenture Trustee are the same Person, written notice referred to in this Section 6.16 between the
Paying Agent and the Indenture Trustee shall not be required.


 


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


 


Subject to applicable
laws with respect to escheat of funds, any amounts held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable
shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the related Noteholder shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the
Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust funds shall thereupon cease;
provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such
repayment, shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation in The City of New York, notice that such funds
remain unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such
publication, any unclaimed balance of such funds then remaining will be repaid to the Issuer. The Indenture Trustee shall also
adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including mailing
notice of such repayment to Noteholders whose Notes have been called but have not been surrendered for redemption or whose right
to or interest in amounts due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying
Agent, at the last address of record for each such Noteholder).


 



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Each Paying Agent (other
than the initial Paying Agent) shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying
Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section
6.11. The Issuer shall not appoint any Paying Agent (other than the Indenture Trustee) which is not, at the time of such appointment,
a depository institution or trust company, including the Indenture Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and
(c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated “A-1+”
by S&P or “Prime-1” by Moody’s (or its equivalent).


 


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


 


ARTICLE
VII

Noteholders’ Lists and Reports


 


SECTION 7.1. Issuer
To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Indenture
Trustee: (a) not more than five (5) Business Days after the earlier of: (i) each Record Date and (ii) three (3) months
after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of
the Noteholders as of such Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within thirty
(30) days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10)
days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is
the Note Registrar, no such list shall be required to be furnished.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


ARTICLE
VIII

Accounts, Disbursements and Releases


 


SECTION 8.1. Collection
of Amounts Due. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all sums
and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply
all such amounts received by it as provided in this Indenture. Amounts properly withdrawn by the Issuer pursuant to Section 8.3
of this Indenture shall be deemed released from the Collateral and the security interest therein granted to the Indenture Trustee,
and the Issuer shall in no event thereafter be required to refund any such withdrawn


 



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amounts. To the extent
there are uninvested amounts deposited in any of the Trust Accounts (as defined below), such uninvested amounts shall be invested
at the written direction of the Issuer (which such direction may be a standing direction) in Permitted Investments selected by
the Issuer that mature no later than the immediately succeeding Transfer Date preceding the following Payment Date.


 


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


 


(i)          Collection
Account; [and]


 


(ii)         Note
Distribution Account; [and]


 


(iii)        [Reserve
Account.]


 


(b)          If
any Trust Account is a Securities Account, such Trust Account will be maintained in accordance with Section 6.1(h).


 


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


 


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


 


(A)         any
Trust Account Property that constitutes, or is held through or in, a Deposit Account shall be, or shall be held through or in,
an Eligible Deposit Account continuously identified in the deposit bank’s books and records as subject to a security interest
of the Indenture Trustee and, except as is expressly provided in this clause (A) to the contrary, in order to perfect the security
interest of the Indenture Trustee in accordance with Section 9-104 of the UCC, the Indenture Trustee shall have the power
to direct disposition of the funds in such Deposit Account without further consent by the Issuer; provided, however,
that prior to delivery by the Indenture Trustee to the Issuer of notice otherwise, the Issuer shall have the right to direct
the disposition of funds in such Deposit Account; provided, further that the Indenture Trustee agrees that it will
not deliver such notice or exercise its power to direct disposition of the funds in such Deposit Account until an Event of Default
has occurred; and


 


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


 



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SECTION 8.3. Priority
of Payments. (a) On each Payment Date prior to an Event of Default and acceleration of the maturity of the Notes, after the
payment to the Servicer of any accrued and unpaid Servicing Fee and reimbursement of any Servicing Advance, Available Amounts,
[plus any amounts withdrawn from the Reserve Account on the related Transfer Date pursuant to Section 8.4] shall be made
in the following order of priority:


 


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


 


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


 


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


 


(iv)        [to
the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal
Balance of the Class A Notes as of the immediately preceding Payment Date (after giving effect to any principal payments made
thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period];


 


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


 


(vi)        [to
the Note Distribution Account, principal payable on the Notes in an amount equal to the excess, if any, of the Outstanding Principal
Balance of the Class A Notes and the Class B Notes as of the immediately preceding Payment Date (after giving effect to any principal
payments made thereon on such Payment Date) over the Aggregate Receivable Value at the end of the related Collection Period];


 


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


 


(viii)      to
the Note Distribution Account, principal payable on the Notes in an amount equal to the amount, if any, by which the Note Balance
of all the Notes then Outstanding exceeds the excess of (x) the Aggregate Receivable Value at the end of the related Collection
Period over (y) the Overcollateralization Amount (after giving effect to any principal payments on such Payment Date under [clause
(iv) and clause (vi)] above];


 


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


 



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


 


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


 


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


 


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


 


(i)          to
the Class A Noteholders, an amount equal to the Monthly Interest Amount Payable in respect of the Class A Notes for the Interest
Accrual Period immediately preceding such Payment Date, together with any such amounts that accrued in respect of prior Interest
Accrual Periods for which no payment was previously made; provided, that if the funds on deposit in the Note Distribution
Account remaining to be paid pursuant to this clause are less than the full amount required to be so paid, such remaining funds
shall be allocable to the Holders of the Class A Notes pro rata based upon the aggregate amount of interest due to each class;


 


(ii)         [to
the Class A Noteholders, the amounts payable under Section 8.3(a)(iv) above, if any, in respect of the Class A
Notes will be made to the Class A Noteholders;]


 


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


 


(iv)        [to
the Class A Noteholders and the Class B Noteholders, the amounts payable under Section 8.3(a)(vi) above, if any,
in respect of the Class A Notes and the Class B Notes will be made to the Class A Noteholders and the Class B Noteholders,
as applicable;]


 


(v)         to
the Class C Noteholders, the Monthly Interest Amount Payable in respect of the Class C Notes; provided, that if the funds
on deposit in the Note Distribution Account remaining to be paid pursuant to this clause are less than the full amount required
to be so paid, such remaining funds shall be paid to the Holders of Class C Notes pro rata based on their respective entitlement
pursuant to this clause;


 


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


 



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


 


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


 


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


 


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


 


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


 


(iii)        to
the Class A Noteholders, to pay the Monthly Interest Amount Payable on each class of Class A Notes;


 


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


 


(v)         to
the Class B Noteholders, to pay the Monthly Interest Amount Payable on the Class B Notes;


 


(vi)        to
the Class B Noteholders, pro rata, in respect of principal until the Class B Noteholders are paid in full;


 


(vii)       to
the Class C Noteholders, to pay the Monthly Interest Amount Payable on the Class C Notes;


 


(viii)      to
the Class C Noteholders, pro rata, in respect of principal until the Class C Noteholders are paid in full; and


 


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


 


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


 


(e)          All
Class A Notes issued under this Indenture shall be in all respects equally and ratably entitled to the benefits hereof without
preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with
the terms and


 



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provisions of this Indenture.
Payments of principal and interest on the Class A Notes shall be made in accordance with the priorities set forth in this Section
8.3.


 


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


 


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


 


SECTION 8.4. [Reserve
Account. (a)  On each Transfer Date, if the sum of Available Amounts and other amounts on deposit in the Collection
Account is less than the aggregate amount required to be paid or deposited pursuant to clauses (i) through ([viii])
of Section 8.3(a) of if the sum of Available Amounts and such other
amounts is insufficient to pay any accrued and unpaid Servicing Fee or unreimbursed Servicing Advance, the Issuer shall withdraw
from the Reserve Account the amount of such deficiency up to the amount on deposit in the Reserve Account minus Investment Earnings
and shall deposit such amount in the Collection Account for application first to pay the Servicer any accrued and unpaid Servicing
Fee and unreimbursed Servicing Advance and then in accordance with clauses (i) through (viii) of Section 8.3(a).
On each Transfer Date, if, after giving effect to the Available Amounts payable and amounts withdrawn from the Reserve Account
pursuant to the preceding sentence and applied pursuant to Section 8.3(a), the Outstanding Principal Balance of any
Class would exceed zero on the Maturity Date for such Class, the Issuer shall withdraw from the Reserve Account the amount of such
deficiency up to the amount on deposit in the Reserve Account minus Investment Earnings and shall deposit such amount in the Collection
Account.


 


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


 


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


 


(d)          To
the extent that on any Payment Date, after giving effect to any withdrawal on such date pursuant to clauses (i) through
([viii]) of Section 8.3(a), the balance in the Reserve


 



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Account is greater than
the Required Reserve Account Amount, such excess amount shall be withdrawn from the Reserve Account and released to the Issuer.


 


(e)          The
Reserve Account will terminate on the earliest to occur of (i) the date on which the Note Balance has been paid in full and all
other amounts payable to the Noteholders have been paid in full; (ii) the close of business on the Final Maturity Date; and (iii)
the termination of the Issuer. Upon such termination, any remaining balance in the Reserve Account shall be released to the Issuer,
or, if the Issuer has terminated, to the Purchaser.]


 


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


 


(i)          the
applicable Payment Date;


 


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


 


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


 


(iv)        the
[Principal Balance] [Aggregate Receivable Value] at the end of the Collection Period;


 


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


 


(vi)        the
amount of Collections and other Available Amounts [(including Residual Realizations)] received by the Issuer during the preceding
Collection Period;


 


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


 


(viii)      the
amount of Servicing Advance with respect to the preceding Collection Period;


 


(ix)         the
amount of the Administration Fee paid to the Administrator [pursuant to the Issuer Administration Agreement] in respect of the
preceding Collection Period;


 


(x)          the
amount of other fees and expenses paid ($______) and the identity of the party receiving such fees and expenses;


 


(xi)         the
[aggregate Loan Value of the Loans] [Aggregate Receivable Value of the Receivables] that became Defaulted [Loans] [Receivables]
for such Collection Period;


 



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(xii)        the
aggregate Purchase Amounts for any [Loans] [Receivables], if any, that were [repurchased or purchased] [removed] in such Collection
Period;


 


(xiii)       the
[aggregate Loan Value of the Loans] [Aggregate Receivable Value of the Receivables] that became Delinquent [Loans] [Receivables]
for such Collection Periods;


 


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


 


(xv)       material
breaches of [Loan] [Receivable] representations or warranties or covenants in the Related Documents.


 


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


 


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


 


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


 


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


 


(c)          The
Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from
any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure
to make


 



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payments on such Permitted
Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance
with their terms. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of
any Permitted Investment prior to its stated maturity.


 


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


 


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


 


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


 


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


 


SECTION 8.8. Opinion
of Counsel. The Indenture Trustee shall receive at least seven days’ notice when requested by the Issuer to take any
action pursuant to Section 8.7(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also
require, as a condition to such action, an Opinion of Counsel stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with
and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention
of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as
to the fair value of the Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy
and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.


 



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ARTICLE
IX

Supplemental Indentures


 


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


 


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


 


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


 


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


 


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


 


(e)          [to
replace the Reserve Account with another form of credit enhancement; provided that the Rating Agency Condition is satisfied;]


 


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


 


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


 


(h)          to
reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate
to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the
Noteholders; or


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


(e)          modify
any provision of this Section 9.2 except to increase any percentage specified herein or to provide that certain additional
provisions of this Indenture or the Related Documents cannot be modified or waived without the consent of the Noteholder of each
Outstanding Note affected thereby;


 


(f)          modify
any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or
principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation)
or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained
herein; or


 



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


 


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


 


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


 


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


 


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


 


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


 



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


 


ARTICLE
X

Redemption of Notes


 


SECTION 10.1. Redemption.
The Notes are subject to redemption in whole, but not in part, on or after any Payment Date on which the [aggregate Pool Balance]
[Aggregate Receivable Value] (calculated as of the end of the related Collection Period) first becomes ten-percent (10%) or less
of the [Pool Balance] [Aggregate Receivable Value] as of the Cut-off Date and for a purchase price equal to the Redemption Price;
provided, however, that the Issuer has available funds sufficient to pay the Redemption Price following the
exercise by the Purchaser of the clean up call set forth in Section 6.1 of the Purchase and Sale Agreement. The Issuer
shall furnish the Rating Agencies notice of such redemption. If such Notes are to be redeemed pursuant to this Section 10.1,
the Issuer shall furnish notice of such election to the Indenture Trustee not later than twenty-five (25) days prior to the
Redemption Date and the Issuer shall deposit in the Note Distribution Account the Redemption Price of the Notes to be redeemed
no later than the Business Day prior to such Redemption Date.


 


SECTION 10.2. Form
of Redemption Notice. Notice of redemption under Section 10.1 shall be given by the Issuer by first-class mail,
postage prepaid, mailed not less than five (5) days prior to the applicable Redemption Date to each Noteholder, as of the close
of business on the last day of the calendar month preceding the applicable Redemption Date, at such Noteholder’s address
appearing in the Note Register.


 


All notices of redemption
shall state:


 


(i)          the
Redemption Date;


 


(ii)         the
Redemption Price;


 


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


 


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


 


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


 


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


 



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ARTICLE
XI

Miscellaneous


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)         Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate described in clause (i), the Issuer
shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters if the fair value to the Issuer of
the Collateral or other property or securities to be so


 



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


 


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


 


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


 


(v)         Notwithstanding
Section 3.9 or any other provision of this Section 11.1, the Issuer may, without compliance with the requirements
of the other provisions of this Section 11.1: (A) collect, liquidate, sell or otherwise dispose of Receivables and
Equipment as and to the extent permitted or required by the Related Documents and (B) make cash payments out of the Trust
Accounts as and to the extent permitted or required by the Related Documents so long as the Issuer shall deliver to the Indenture
Trustee every six (6) months, commencing [March 15], 201[●], an Officer’s Certificate of the Issuer stating
that all such dispositions of Collateral that occurred since the execution of the previous such Officer’s Certificate (or
for the first such Officer’s Certificate, since the Closing Date) were in the ordinary course of the Issuer’s
business and that the proceeds thereof were applied in accordance with the Related Documents.


 



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


 


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


 


Where any Person is
required to make, give or execute two (2) or more applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


Where any Person is
required or permitted to make, give or execute two (2) or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


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


 


SECTION 11.3. Acts
of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instrument(s) of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in writing; and


 



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except as herein otherwise
expressly provided, such action shall become effective when such instrument(s) are delivered to the Indenture Trustee, and, where
it is hereby expressly required, to the Issuer. Such instrument(s) (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Noteholders signing such instrument(s). Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.
At any time the Notes of any Class are maintained on Global Notes, any reference in this Indenture to an Act of Noteholders or
a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Balance of the Notes or such Class of
Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding
Principal Balance of the Notes or Class, as the case may be.


 


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


 


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


 


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


 


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


 


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


 



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


 


(b)          the
Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for every purpose hereunder if in writing and mailed,
first-class, postage prepaid, to the Issuer addressed to: [●], in care of General Electric Capital Corporation, 10 Riverview
Drive, Danbury, CT 06810, Attention: Capital Markets Operations, and to General Electric Capital Corporation, as Administrator,
10 Riverview Drive, Danbury, CT 06810, Attention: General Counsel, or at any other address previously furnished in writing to the
Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


SECTION 11.11. Governing
Law. (a) THIS INDENTURE AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING SECTIONS 5-1401(1) AND 5-1401OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS
THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS INDENTURE IS SUBJECT TO THE TRUST INDENTURE ACT OF 1939,
AS AMENDED, AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.


 


(b)          EACH
PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL
HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS INDENTURE OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS


 



    	79



    	 



    

 


INDENTURE; PROVIDED,
THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH
OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER, THAT NOTHING IN THIS INDENTURE SHALL BE DEEMED OR OPERATE TO PRECLUDE
THE INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE ISSUER COLLATERAL
OR ANY OTHER SECURITY FOR THE ISSUER OBLIGATIONS SECURED HEREUNDER, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
INDENTURE TRUSTEE. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF
AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 11.4 AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE
UNITED STATES MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.


 


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


 


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


 


SECTION 11.13. Recording
of Indenture. If this Indenture is subject to recording in any public recording offices, such recording is to be effected by
the Issuer and, at its expense, accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any


 



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other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders
or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this
Indenture.


 


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


 


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


 


SECTION 11.16. Inspection.
The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s
normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s
affairs, finances and accounts with the Issuer’s officers, employees and Independent certified public accountants, all at
such reasonable times and as often as may be reasonably requested for the purpose of reviewing or evaluating the financial condition
or affairs of the Issuer or the performance or compliance with the covenants and undertakings of the Issuer under this Indenture,
the Purchase and Sale Agreement or any of the other documents referred to herein or therein. The Indenture Trustee shall and shall
cause its representatives to hold in confidence all such information; provided, however, that the foregoing
shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information
obtained by the Indenture Trustee from sources other than the Issuer or its agents, (ii) disclosure of any and all information:
(A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory or
self-regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business
or that of its Affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court,
regulatory authority, arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any officer, director, employee
or shareholder thereof is subject, (D) in any preliminary or final offering circular or prospectus, registration statement or contract
or other document pertaining to the transactions contemplated by this Indenture and approved in advance by the Issuer or (E) to
any Affiliate, independent or internal


 



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auditor, agent, employee
or attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee advises such recipient
of the confidential nature of the information being disclosed and such recipient agrees to keep such information confidential,
(iii) any other disclosure authorized by the Issuer or (iv) disclosure to the other parties to the transactions contemplated
by the Related Documents.


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)          the
Notes constitute claims (as defined in Section 101 of the Bankruptcy Code) solely against the Issuer, which may be satisfied solely
from the Collateral and its proceeds (whether through ordinary liquidation or the exercise of UCC remedies and other remedies provided
herein) and do not constitute claims against the Issuer or the Purchaser to the extent that the Collateral and such proceeds are
insufficient to repay the Notes (including interest thereon, whether accrued before or after the filing of a bankruptcy petition)
in full; and


 


(c)          such
Noteholder shall not file or join in a filing of a petition with respect to any bankruptcy reorganization, arrangement, insolvency
or liquidation proceedings, or similar proceedings under any United States Federal or State bankruptcy or similar law relating
to the


 



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Purchaser [or the Titling
Trust], or cooperate or encourage others to file such a petition, in each case unless the Noteholders representing not less than
66-2/3% of the Outstanding Principal Balance of each Class of Notes that remains Outstanding and holders of any rated securities,
rated debt or other rated investment backed by any Other Assets representing not less than 66-2/3% of the outstanding principal
balance of each class of such securities, debt or other investment has consented thereto in writing; provided, that the
foregoing shall not in any way limit the Noteholder’s rights to pursue any other creditor rights or remedies that the Noteholders
may have for claims against the Issuer [or the Titling Trust].


 


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


 


SECTION 11.21. Patriot
Act. In order to comply, with laws, rules, regulations and executive orders in effect from time to time applicable banking
institutions, including those relating to the funding terrorist activities and money laundering (“Applicable Law”),
the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which
maintain a business relationship with the Indenture Trustee. Accordingly, the Issuer agrees to provide to the Indenture Trustee
upon its request from time to time such identifying information and documentation as may be available for such party in order to
enable the Indenture Trustee to comply with Applicable Law.


 


[signature page follows]





 



    	83



    	 



    

 


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


 


	 	[●]	 
	 	 	 
	 	By:	CEF Equipment Holding, L.L.C.,
	 	 	its Managing Member
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[●],	 
	 	not in its individual capacity
	 	but solely as Indenture Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	 	Indenture


  



    	S-1



    	 



    

 


EXHIBIT A-1

to Indenture


 


FORM OF CLASS A [   ] NOTES


 


	REGISTERED	$______________1
	 	 
	No. R-___	CUSIP NO. __________________


 


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


 


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


 


EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE
OF A NOTE, OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THE NOTE, WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER
(I) IT IS NOT ACQUIRING AND WILL NOT HOLD ANY NOTE WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN
SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(E)(1) OF THE CODE)
THAT IS SUBJECT TO SECTION 4975 OF THE CODE (C) AN ENTITY THAT IS DEEMED TO HOLD “PLAN ASSETS” OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR PLAN (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR (D) ANY GOVERNMENTAL PLAN, NON-U.S. PLAN OR
CHURCH PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR
LAW”) (II) (X) SUCH NOTE IS RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY A NATIONALLY RECOGNIZED STATISTICAL
RATING ORGANIZATION AT THE TIME OF PURCHASE OR TRANSFER AND (Y) ITS ACQUISITION AND CONTINUED HOLDING OF THE NOTE WILL NOT GIVE
RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR RESULT IN A VIOLATION OF ANY
SUBSTANTIALLY SIMILAR LAW. THE NOTE MAY NOT BE PURCHASED BY A BENEFIT PLAN AT ANY TIME THAT SUCH NOTE DOES NOT HAVE A CURRENT INVESTMENT
GRADE RATING FROM A NATIONALLY RECOGNIZED STATISTICAL


 





 






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



 



    	A-1-1



    	 



    

 


RATING AGENCY. ANY PURCHASE OR SALE OF
A NOTE IN VIOLATION OF THE FOREGOING SHALL BE VOID AB INITIO.


 


[●]



[___]% CLASS A [____] NOTES


 


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


 


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


 


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


 


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


 


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


 


Dated: [____________]


 


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


 



    	A-1-2



    	 



    

 


	 	By:	 
	 	 	Name: 
	 	 	Title:


 



    	A-1-3



    	 



    

 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


Dated: [____________]


 


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


 


	By:	 	 
	 	Authorized Signatory	 


 



    	A-1-4



    	 



    

 


[REVERSE
OF NOTE]


 


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


 


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


 


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


 


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


 


It is the intent of
the Issuer, the Servicer, the Noteholders and the Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes will qualify as indebtedness. Each Noteholder or Note Owner, by acceptance
of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent
with the treatment of, the Notes for such tax purposes as indebtedness.


 


This Note and the Indenture
and the obligations arising hereunder and thereunder shall in all respects, including all matters of construction, validity and
performance, be governed by, and construed and enforced in accordance with, the internal laws of the State of New York (including
Section 5-1401(1) of the General Obligations Law, but without regard to any other conflict of laws provisions thereof) and any
applicable laws of the United States of America.


 



    	A-1-5



    	 



    

 


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


 


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


 



    	A-1-6



    	 



    

 


ASSIGNMENT


 


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


 


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


 


(name and address of assignee)


 


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


 


	Dated:  _____________	_______________________________ */


 


	Signature Guaranteed:
	 
	 


 


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


 


_________________________


 


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


  



    	A-1-7



    	 



    

 


EXHIBIT A-2

to Indenture


 


FORM OF CLASS B NOTES


 


	REGISTERED	$______________2
	 	 
	No. R-___	CUSIP NO. __________________


 


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


 


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


 


EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE
OF A NOTE, OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THE NOTE, WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER
(I) IT IS NOT ACQUIRING AND WILL NOT HOLD ANY NOTE WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN
SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(E)(1) OF THE CODE)
THAT IS SUBJECT TO SECTION 4975 OF THE CODE (C) AN ENTITY THAT IS DEEMED TO HOLD “PLAN ASSETS” OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR PLAN (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR (D) ANY GOVERNMENTAL PLAN, NON-U.S. PLAN OR
CHURCH PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR
LAW”) (II) (X) SUCH NOTE IS RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY A NATIONALLY RECOGNIZED STATISTICAL
RATING ORGANIZATION AT THE TIME OF PURCHASE OR TRANSFER AND (Y) ITS ACQUISITION AND CONTINUED HOLDING OF THE NOTE WILL NOT GIVE
RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR RESULT IN A VIOLATION OF ANY
SUBSTANTIALLY SIMILAR LAW. THE NOTE MAY NOT BE PURCHASED BY A


 





 






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



 






    	A-2-1



    	 



    



 


BENEFIT PLAN AT ANY TIME THAT SUCH NOTE
DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING FROM A NATIONALLY RECOGNIZED STATISTICAL RATING AGENCY. ANY PURCHASE OR SALE OF
A NOTE IN VIOLATION OF THE FOREGOING SHALL BE VOID AB INITIO.


 


[●]



[___]% CLASS B NOTES


 


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


 


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


 


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


 


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


 


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


 


Dated: [____________]


 


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


 



    	A-2-2



    	 



    

 


	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	A-2-3



    	 



    

 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


Dated: [____________]


 


	 	[●], not in its individual capacity but solely as 

Indenture Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    	A-2-4



    	 



    

 


[REVERSE OF NOTE]


 


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


 


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


 


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


 


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


 


It is the intent of
the Issuer, the Servicer, the Noteholders and the Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes will qualify as indebtedness. Each Noteholder or Note Owner, by acceptance
of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent
with the treatment of, the Notes for such tax purposes as indebtedness.


 


This Note and the Indenture
and the obligations arising hereunder and thereunder shall in all respects, including all matters of construction, validity and
performance, be governed by, and construed and enforced in accordance with, the internal laws of the State of New York (including
Sections 5-1401(1) and 5-1402 of the General Obligations Law, but without regard to any other conflict of laws provisions
thereof) and any applicable laws of the United States of America.


 



    	A-2-5



    	 



    

 


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


 


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


 



    	A-2-6



    	 



    

 


ASSIGNMENT


 


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


 


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


 


(name and address of assignee)


 


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


 


	Dated:  _____________	_______________________________ *





	Signature Guaranteed:
	 
	 


 


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


 


_________________________


 


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


  



    	A-2-7



    	 



    

 


EXHIBIT A-3

to Indenture


 


FORM OF CLASS C NOTES


 


	REGISTERED	$______________3
	 	 
	No. R-___	CUSIP NO. __________________


 


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


 


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


 


EACH NOTEHOLDER OR
NOTE OWNER, BY ACCEPTANCE OF A NOTE, OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN THE NOTE, WILL BE DEEMED TO REPRESENT
AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING AND WILL NOT HOLD ANY NOTE WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN”
(AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975(E)(1)
OF THE CODE) THAT IS SUBJECT TO SECTION 4975 OF THE CODE (C) AN ENTITY THAT IS DEEMED TO HOLD “PLAN ASSETS” OF ANY
SUCH EMPLOYEE BENEFIT PLAN OR PLAN (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR (D) ANY GOVERNMENTAL PLAN, NON-U.S.
PLAN OR CHURCH PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR
LAW”) (II) (X) SUCH NOTE IS RATED AT LEAST “BBB-” OR ITS EQUIVALENT BY A NATIONALLY RECOGNIZED STATISTICAL
RATING ORGANIZATION AT THE TIME OF PURCHASE OR TRANSFER AND (Y) ITS ACQUISITION AND CONTINUED HOLDING OF THE NOTE WILL NOT GIVE
RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR RESULT IN A VIOLATION OF ANY
SUBSTANTIALLY SIMILAR LAW. THE NOTE MAY NOT BE PURCHASED BY A


  





 






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











 



    	A-3-1



    	 



    

 


BENEFIT PLAN AT ANY TIME
THAT SUCH NOTE DOES NOT HAVE A CURRENT INVESTMENT GRADE RATING FROM A NATIONALLY RECOGNIZED STATISTICAL RATING AGENCY. ANY PURCHASE
OR SALE OF A NOTE IN VIOLATION OF THE FOREGOING SHALL BE VOID AB INITIO.


 


[●]



[___]% CLASS C NOTES


 


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


 


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


 


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


 


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


 


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


 


Dated: [____________]


 


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


 



    	A-3-2



    	 



    

 


	 	By:	 
	 	 	Name: 
	 	 	Title:


 



    	A-3-3



    	 



    

 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


Dated: [____________]


 


	 	[●], not in its individual capacity but solely as 

Indenture Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    	A-3-4



    	 



    

 


[REVERSE OF NOTE]


 


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


 


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


 


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


 


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


 


It is the intent of
the Issuer, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other
tax measured in whole or in part by income, the Notes will qualify as indebtedness. Each Noteholder or Note Owner, by acceptance
of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent
with the treatment of, the Notes for such tax purposes as indebtedness.


 


This Note and the Indenture
and the obligations arising hereunder and thereunder shall in all respects, including all matters of construction, validity and
performance, be governed by, and construed and enforced in accordance with, the internal laws of the State of New York (including
Section 5-1401(1) of the General Obligations Law, but without regard to any other conflict of laws provisions thereof) and any
applicable laws of the United States of America.


 



    	A-3-5



    	 



    

 


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


 


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


 



    	A-3-6



    	 



    

 


ASSIGNMENT


 


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


 


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


 


(name and address of assignee)


 


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


 


Dated: _____________       _______________________________
*


 


Signature Guaranteed:


 


________________________________________


 


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


 


_________________________


 


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


  



    	A-3-7



    	 



    

 


EXHIBIT B

to Indenture


 


FORM OF SECTION 3.9 OFFICER’S CERTIFICATE




 


	____________,	_____


 


[_________________]

[______________________]

[______________________]


 


Attention: [___________________]


 


Pursuant to Section
3.9 of the Indenture, dated as of [__________] (the “Indenture”), between [●] (the “Issuer”)
and [●], as Indenture Trustee, the undersigned hereby certifies that:


 


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


 


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


 


	 	[●]	 
	 	 	 
	 	By: CEF Equipment Holding, L.L.C.
	 	its Managing Member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    	B-1



    	 



    

 


EXHIBIT C


 


SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT
OF COMPLIANCE


 


The assessment of compliance
to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified as below as “Applicable Servicing
Criteria”:


 


	Servicing Criteria	 	Applicable Servicing
 Criteria
	Reference	 	Criteria	 	 
	 	 	General Servicing Considerations	 	 
	1122(d)(1)(i)	 	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	 	 
	1122(d)(1)(ii)	 	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	 	 
	1122(d)(1)(iii)	 	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	 	 
	1122(d)(1)(iv)	 	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	 	 
	 	 	Cash Collection and Administration	 	 
	1122(d)(2)(i)	 	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	 	 
	1122(d)(2)(ii)	 	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	 	P
	1122(d)(2)(iii)	 	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	 	 
	1122(d)(2)(iv)	 	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	 	P
	1122(d)(2)(v)	 	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	 	 
	 	 	 	 	 


 



    	C-1



    	 



    

 


	Servicing Criteria	 	Applicable Servicing
 Criteria
	Reference	 	Criteria	 	 
	1122(d)(2)(vi)	 	Unissued checks are safeguarded so as to prevent unauthorized access.	 	 
	1122(d)(2)(vii)	 	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	 	 
	 	 	Investor Remittances and Reporting	 	 
	1122(d)(3)(i)	 	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	 	 
	1122(d)(3)(ii)	 	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	P
	1122(d)(3)(iii)	 	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	 	 
	1122(d)(3)(iv)	 	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	 	 
	 	 	Pool Asset Administration	 	 
	1122(d)(4)(i)	 	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	 	 
	1122(d)(4)(ii)	 	Pool assets and related documents are safeguarded as required by the transaction agreements.	 	 
	1122(d)(4)(iii)	 	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 	 
	1122(d)(4)(iv)	 	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted	 	 
	 	 	 	 	 


 



    	C-2



    	 



    

 


	Servicing Criteria	 	Applicable Servicing
 Criteria
	Reference	 	Criteria	 	 
	 	 	to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	 	 
	1122(d)(4)(v)	 	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	 	 
	1122(d)(4)(vi)	 	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	 	 
	1122(d)(4)(vii)	 	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	 	 
	1122(d)(4)(viii)	 	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	 	 
	1122(d)(4)(ix)	 	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	 	 
	1122(d)(4)(x)	 	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	 	 
	1122(d)(4)(xi)	 	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	 	 
	 	 	 	 	 


 



    	C-3



    	 



    

 


	Servicing Criteria	 	Applicable Servicing
 Criteria
	Reference	 	Criteria	 	 
	1122(d)(4)(xii)	 	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	 	 
	1122(d)(4)(xiii)	 	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	 	 
	1122(d)(4)(xiv)	 	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	 	 
	1122(d)(4)(xv)	 	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 	 


 


 



    	C-4



    	 



    

 


EXHIBIT D


 


FORM OF ANNUAL CERTIFICATION OF THE INDENTURE
TRUSTEE


 


		Re:	[●]



 


Dated:___________________


 


[●], not in its
individual capacity but solely as indenture trustee (the “Indenture Trustee”), certifies to CEF Equipment Holding,
L.L.C. (the “Purchaser”), its officers and [●] (the “Issuer”), with the knowledge and intent that
they will rely upon this certification, that:


 


(1)         It
has reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and
15d-18 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) and Item 1122 of Regulation
AB (the “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance
with Rules 13a-18 and 15d-18 under the Securities Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”)
that were delivered by the Indenture Trustee to the Purchaser pursuant to the Indenture dated as of [●] [●], 201[●]
(as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Issuer and
the Indenture Trustee (collectively, the “Indenture Trustee Information”) (in making such statement, the Indenture
Trustee makes no representation or warranty as to any information prepared or provided to it by a third person and upon which it
relied in preparing our information);


 


(2)         To
the best of its knowledge, the Indenture Trustee Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such
statements were made, not misleading with respect to the period of time covered by the Indenture Trustee Information; and


 


(3)         To
the best of its knowledge, all of the Indenture Trustee Information required to be provided by the Indenture Trustee under the
Indenture has been provided to the Purchaser.


                                                                                                                                                       
 


	                   
 	[●], as Indenture Trustee
	                   
 	             
 	                   
 
	                   
 	By:	      
 
	                   
 	Name:	                   
 
	                   
 	Title:	                   
 





 



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EXHIBIT E


to Indenture


 


Form of Noteholder’s Statement
Pursuant to Section 8.5


 


Payment Date:


 


Amount of principal being paid on Notes:






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


 


Amount of interest being paid in Notes:






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


 


[Pool Balance] [Aggregate Receivable Value] at end of the
preceding Collection Period:


 


After giving effect to distributions on this Payment Date:


 


(1)         Outstanding
Principal Balance of Class A Notes:


 


(2)         Outstanding
Principal Balance of Class B Notes:


 


(3)         Outstanding
Principal Balance of Class C Notes:


 


(4)         Class
A Note Pool Factor:


 


(5)         Class
B Note Pool Factor:


 


(6)         Class
C Note Pool Factor:


 


	(ii)	Collections and other Available Amounts [(including Residual Realizations)] for the Collection Period
	 	 	 
	(iii)	Amount of Servicing Fee:	($_______ per $1,000 original principal amount)
	 	 	 
	(iv)	Amount of Servicing Advance:	($_______ per $1,000 original principal amount)
	 	 	 
	(v)	Amount of Administration Fee:	($_______ per $1,000 original principal amount)


 



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	(vi)	Amount of other fees and expenses paid ($____) [Disclose identity of party receiving such fees and expenses];
	 	 
	(vii)	Aggregate [Loan Value of the Loans] [Receivable Value of the Receivables] that became Defaulted [Loans] [Receivables] for the Collection Period;
	 	 
	(viii)	Aggregate Purchase Amounts, if any, for the Collection Period;
	 	 
	(ix)	Aggregate [Loan Value of the Loans] [Receivable Value of the Receivables] that became Delinquent [Loans] [Receivables] at the end of the Collection Period;
	 	 
	(x)	Aggregate amount of Recoveries for the Collection Period; and
	 	 
	(xi)	Material breaches of [Loan] [Receivable] representations or warranties or covenants in the Related Documents.


 


Attention: [________________________]




 



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Schedule
1

to Indenture


 


PERFECTION REPRESENTATIONS, WARRANTIES AND
COVENANTS


 


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


 


General


 


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


 


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


 


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


 


Creation


 


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


 


Perfection


 


5.          The
Issuer has caused or will have caused, within ten (10) days after the effective date of the Indenture, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the
sale of the [Loans] [Receivables] from the Purchaser to the Issuer, and the security interest in the [Loans] [Receivables] granted
to the Indenture Trustee hereunder and all financing statements referred to in this paragraph contain a statement that: “A
purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture
Trustee.”.


 


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


  



    	Schedule 1
1



    	 



    

  


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


 


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


 


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


 


Priority


 


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


 


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


 


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


 


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


 






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


 


 



    	Schedule 1
3