**Exhibit 10.14**

**EXECUTION VERSION**

**INDENTURE**

between 

**LEAF RECEIVABLES FUNDING 4, LLC,**

as Issuer, 

**U.S. BANK NATIONAL ASSOCIATION,**

as Trustee and Custodian 

**Equipment Contract Backed Notes, Series 2010-3, Class A,**

**Equipment Contract Backed Notes, Series 2010-3, Class B,**

**Equipment Contract Backed Notes, Series 2010-3, Class C,**

**Equipment Contract Backed Notes, Series 2010-3, Class D,**

**and**

**Equipment Contract Backed Notes, Series 2010-3, Class E**

Dated as of July 4, 2010 

 

**TABLE OF CONTENTS**

 
     **PAGE** 
ARTICLE I DEFINITIONS
   2  
Section 1.01
 Definitions   2  
Section 1.02
 Certain Rules of Construction   2  
ARTICLE II NOTE FORM
   2  
Section 2.01
 Form Generally   2  
Section 2.02
 Multiple Classes of Notes; Form for Each Class; Rights of Each Class   2  
Section 2.03
 Denomination   6  
Section 2.04
 Execution, Authentication, Delivery and Dating   6  
Section 2.05
 Issuance of Definitive Notes   6  
Section 2.06
 Registration, Registration of Transfer and Exchange   6  
Section 2.07
 Mutilated, Destroyed, Lost or Stolen Note   12  
Section 2.08
 Payment of Principal and Interest; Rights Preserved   12  
Section 2.09
 Persons Deemed Owner   14  
Section 2.10
 Cancellation   14  
Section 2.11
 Notices to Security Depository   14  
Section 2.12
 Tax Treatment; Withholding Taxes   14  
ARTICLE III SUBSTITUTE CONTRACTS
   15  
Section 3.01
 Conditions Precedent to the Acquisition of Substitute Contracts   15  
ARTICLE IV ISSUANCE OF NOTES; CERTAIN ISSUER OBLIGATIONS
   17  
Section 4.01
 Conditions to Issuance of Notes   17  
Section 4.02
 Security for Notes   20  
Section 4.03
 Review of Contract Files   20  
Section 4.04
 Defective Contracts   22  
Section 4.05
 Reserved   23  
Section 4.06
 Administration of the Contract Assets   23  
Section 4.07
 Releases   23  
ARTICLE V SATISFACTION AND DISCHARGE
   24  
Section 5.01
 Satisfaction and Discharge of Indenture   24  
ARTICLE VI DEFAULTS AND REMEDIES
   25  
Section 6.01
 Events of Default   25  
Section 6.02
 Acceleration of Maturity; Rescission and Annulment   26  
Section 6.03
 Collection of Indebtedness and Suits for Enforcement by Trustee   26  
 
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     **PAGE** 
Section 6.04
 Remedies   27  
Section 6.05
 Optional Preservation of Collateral   28  
Section 6.06
 Trustee May File Proofs of Claim   28  
Section 6.07
 Trustee May Enforce Claims Without Possession of Notes   29  
Section 6.08
 Application of Money Collected   29  
Section 6.09
 [Reserved]   29  
Section 6.10
 Unconditional Right of the Noteholders to Receive Principal and Interest   29  
Section 6.11
 Restoration of Rights and Remedies   30  
Section 6.12
 Rights and Remedies Cumulative   30  
Section 6.13
 Delay or Omission Not Waiver   30  
Section 6.14
 Control by Control Party   30  
Section 6.15
 Waiver of Certain Events by the Control Party   30  
Section 6.16
 Additional Rights of Subordinate Noteholders   31  
Section 6.17
 Waiver of Stay or Extension Laws   32  
Section 6.18
 Sale of Collateral   32  
Section 6.19
 Action on Notes   34  
ARTICLE VII THE TRUSTEE
   34  
Section 7.01
 Certain Duties and Immunities   34  
Section 7.02
 Notice of Default and Other Events   36  
Section 7.03
 Certain Rights of Trustee   36  
Section 7.04
 Not Responsible for Recitals or Issuance of Notes   37  
Section 7.05
 May Hold Notes   38  
Section 7.06
 Money Held in Trust   38  
Section 7.07
 Compensation and Reimbursement   38  
Section 7.08
 Corporate Trustee Required; Eligibility   40  
Section 7.09
 Resignation and Removal; Appointment of Successor   40  
Section 7.10
 Acceptance of Appointment by Successor   41  
Section 7.11
 Merger, Conversion, Consolidation or Succession to Business of Trustee   41  
Section 7.12
 Co-Trustees and Separate Trustees   42  
Section 7.13
 Maintenance of Office or Agency; Initial Appointment of Payment Agent   43  
Section 7.14
 Appointment of Authenticating Agent   43  
Section 7.15
 Appointment of Paying Agent other than Trustee; Money for Note Payments to be Held in Trust   44  
Section 7.16
 Rights with Respect to the Servicer and Back-up Servicer   45  
Section 7.17
 Representations and Warranties of the Trustee   46  
ARTICLE VIII THE CUSTODIAN
   47  
Section 8.01
 Appointment of Custodian   47  
Section 8.02
 Removal of Custodian   47  
Section 8.03
 Termination by Custodian   47  
Section 8.04
 Limitations on the Custodian’s Responsibilities   48  
Section 8.05
 Limitation on Liability   49  
 
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     **PAGE** 
Section 8.06
 Custodian Obligations Regarding Genuineness of Documents   49  
Section 8.07
 Force Majeure   50  
ARTICLE IX [RESERVED]
   50  
ARTICLE X SUPPLEMENTAL INDENTURES
   50  
Section 10.01
 Supplemental Indentures without Consent of the Noteholders   50  
Section 10.02
 Supplemental Indentures with Consent of the Noteholders   51  
Section 10.03
 Execution of Supplemental Indentures   52  
Section 10.04
 Effect of Supplemental Indentures   52  
Section 10.05
 Reference in Notes to Supplemental Indentures   52  
Section 10.06
 Back-Up Servicer Consent   52  
Section 10.07
 Amendments to the Lockbox Intercreditor Agreement   53  
ARTICLE XI REDEMPTIONS AND PREPAYMENTS OF NOTES
   53  
Section 11.01
 Redemptions of Notes   53  
Section 11.02
 Redemption Procedures   53  
Section 11.03
 Notice of Redemption to Noteholders   54  
Section 11.04
 Amounts Payable on Redemption Date   54  
Section 11.05
 Release of Contract Assets in Connection with Redemptions   55  
Section 11.06
 Auction of Collateral   55  
ARTICLE XII REPRESENTATIONS, WARRANTIES AND COVENANTS
   56  
Section 12.01
 Representations and Warranties   56  
Section 12.02
 Covenants   62  
ARTICLE XIII ACCOUNTS AND ACCOUNTINGS
   68  
Section 13.01
 Collection of Money   68  
Section 13.02
 Establishment of Trust Accounts   68  
Section 13.03
 Collection Account   70  
Section 13.04
 Reserve Account   72  
Section 13.05
 Servicer Transition Account   73  
Section 13.06
 Reports to the Noteholders   73  
Section 13.07
 Monthly Servicing Reports   73  
ARTICLE XIV PROVISIONS OF GENERAL APPLICATION
   74  
Section 14.01
 General Provisions   74  
Section 14.02
 Acts of Noteholders   74  
Section 14.03
 Notices   74  
Section 14.04
 Notices to Noteholders; Waiver   75  
Section 14.05
 Successors and Assigns   75  
Section 14.06
 Severability; No Waiver   76  
 
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     **PAGE** 
Section 14.07
 Benefits of Indenture Limited to Parties and Express Third Party Beneficiaries   76  
Section 14.08
 Legal Holidays   76  
Section 14.09
 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction   76  
Section 14.10
 Counterparts; Entire Agreement   77  
Section 14.11
 Notifications   77  
Section 14.12
 No Petition   77  
Section 14.13
 Assignment   77  
 

Schedule I
 
Contract Schedule
  
Schedule II
 
Definitions Annex
  
 
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     **PAGE** 
**EXHIBITS**
  
A-1
 
Form of Global Class A Note
  
A-2
 
Form of Definitive Class A Note
  
B-1
 
Form of Global Class B Note
  
B-2
 
Form of Definitive Class B Note
  
C-1
 
Form of Global Class C Note
  
C-2
 
Form of Definitive Class C Note
  
D-1
 
Form of Global Class D Note
  
D-2
 
Form of Definitive Class D Note
  
E-1
 
Form of Global Class E Note
  
E-2
 
Form of Definitive Class E Note
  
F-1
 
Form of Request for Release
  
F-2
 
Form of Return of Documents to Custodian
  
G
 
Form of Custodian and Trustee Certificate
  
H
 
Form of Release Agreement Re: Existing Indebtedness
  
I
 
[Reserved]
  
J
 
Form of Global Note Transfer Certificate
  
K
 
Form of Investor Certificate
  
L
 
Form of Transfer Certificate
  
 
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This Indenture, datedas of July 4, 2010 (as amended, supplemented or modified from time to time, this “*Indenture*”), is entered into between LEAF RECEIVABLES FUNDING 4, LLC, a Delaware limited liability company, as Issuer and U.S. BANK NATIONALASSOCIATION, a national banking association, as Trustee and as Custodian. 

**PRELIMINARY STATEMENT**

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Equipment Contract BackedNotes, Series 2010-3 (the “*Notes*”), issuable as provided in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders. The Issuer and the Custodian are enteringinto this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 

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

**GRANTING CLAUSE**

To secure the payment of the principal of and interest on the Notes in accordance with their terms, the payment of all sums payable under this Indenture and the other Transaction Documents and theperformance of the covenants contained in this Indenture and the other Transaction Documents, the Issuer hereby Grants to the Trustee, solely in trust and as collateral security as provided in this Indenture, for the benefit of the Secured Parties,a security interest in all of the Issuer’s “accounts,” “deposit accounts,” “chattel paper,” “payment intangibles,” “commercial tort claims,” “supporting obligations,” “promissorynotes,” “letter-of-credit rights,” “documents,” “goods,” “fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investmentproperty,” “proceeds” (as each of the foregoing terms is defined in the UCC), rights, interests and property (whether now owned or hereafter acquired or arising), including the Issuer’s right, title and interest (whether nowowned or hereafter acquired or arising) in and to and under the following: (a) the Contracts listed on the Contract Schedule; (b) the related Contract Assets; (c) the Assignments and Assignment Agreements; (d) any rights of theIssuer under the Purchase and Contribution Agreement and the Purchase and Sale Agreements; (e) any rights of the Issuer under the Servicing Agreement; (f) the Reserve Account, the Collection Account and the Servicer Transition Account andall amounts from time to time on deposit therein (including any Eligible Investments, investment property and other property at any time and from time to time in such accounts); (g) all amounts from time to time on deposit in the LockboxAccount with respect to the Contracts and the Equipment; (h) the interest of the Issuer in the Equipment; (i) any Insurance Policy and Insurance Proceeds; and (j) all income, payments and proceeds of the foregoing (including, but notby way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, investment property andother forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing) (all of the foregoing being hereinafter referred to as the “*Collateral*”). The foregoingGrant, transfer, assignment, set 

over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trustee or the Secured Parties of any obligation of the Issuer, the Servicer or anyother Person in connection with the Collateral or under any agreement or instrument relating thereto. In furtherance and not in limitation of the foregoing, the Issuer hereby assigns to the Trustee, for the benefit of the Secured Parties, all of itsright, title and interest in and to all liens and security interests in any assets, and all UCC financing statements related thereto. Notwithstanding the foregoing, Security Deposits shall not constitute part of the Collateral. 

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

**ARTICLE I**

**DEFINITIONS**

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

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

**ARTICLE II**

**NOTE FORM**

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

*Section 2.02 Multiple Classes ofNotes; Form for Each Class; Rights of Each Class*. This Indenture provides for the issuance by the Issuer of five classes of Notes, the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.Each Note shall bear upon its face the designation of the Class to which it belongs. Each Class A Note issued in 

 
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the form of a Global Note shall be in the form of Exhibit A-1 attached hereto, and each Class A Note issued in the form of a Definitive Note shall be in the form ofExhibit A-2 attached hereto. Each Class B Note issued in the form of a Global Note shall be in the form of Exhibit B-1 attached hereto, and each Class B Note issued in the form of a Definitive Note shall be in the formof Exhibit B-2 attached hereto. Each Class C Note issued in the form of a Global Note shall be in the form of Exhibit C-1 attached hereto, and each Class C Note issued in the form of a Definitive Note shall be in theform of Exhibit C-2 attached hereto. Each Class D Note issued in the form of a Global Note shall be in the form of Exhibit D-1 attached hereto, and each Class D Note issued in the form of a Definitive Note shall be inthe form of Exhibit D-2 attached hereto. Each Class E Note issued in the form of a Global Note shall be in the form of Exhibit E-1 attached hereto, and each Class E Note issued in the form of a Definitive Note shall bein the form of Exhibit E-2 attached hereto. All Notes in the same Class shall be in substantially identical form except for differences in registration information and denomination and such other variations as may be permitted by thisIndenture. 

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

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

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

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

(b) *Book-Entry Provisions*. This Section 2.02(b) shall apply only to the Rule 144A Global Notes deposited with oron behalf of the Security Depository. 

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

Members of, or participants in, the Security Depository shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Security Depository or by the Trusteeas custodian for the Security Depository or under such Global Notes, and the Security Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Notes for all purposeswhatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the SecurityDepository or impair, as between the Security Depository and its Agent Members, the operation of customary practices of such Security Depository governing the exercise of the rights of an owner of a beneficial interest in any Global Notes.

So long as there are no Definitive Notes Outstanding, the Note Registrar and the Trustee shall treat the Security Depositoryfor all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners. 

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

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

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

(d) Each Note issued under this Indenture shall be in all respects equally and ratably secured with each other Note by the Collateral Granted by the Issuer hereunder. Each Note shall be entitled to thebenefits hereof, without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture. Notwithstanding the foregoing, all cash amountsshall be applied by the Trustee in accordance with the express provisions hereof and 

 
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(I) the rights of theHolders of the Class B Notes (1) to receive payments of interest in respect of the Class B Notes on any Payment Date, on the Stated Maturity Date or on the Redemption Date shall be subordinate to the rights of the Holders ofClass A Notes to receive payment of interest on the Class A Notes and to certain other payments as set forth in Section 13.03 and others entitled to receive payments thereunder and (2) to receive payments of principal in respectof the Class B Notes on any Payment Date, on the Stated Maturity Date or on the Redemption Date shall be subordinate to the rights of the Holders of the Class A Notes to receive principal paid on the Class A Notes and to certain otherpayments, as set forth in Section 13.03 and others entitled to receive payments thereunder; 

(II) the rights of theHolders of the Class C Notes (1) to receive payments of interest in respect of the Class C Notes on any Payment Date, on the Stated Maturity Date or on the Redemption Date shall be subordinate to the rights of the Holders ofClass A Notes and Class B Notes to receive payment of interest on the Class A Notes and Class B Notes, as applicable, and to certain other payments as set forth in Section 13.03 and others entitled to receive payments thereunder and(2) to receive payments of principal in respect of the Class C Notes on any Payment Date, on the Stated Maturity Date or on the Redemption Date shall be subordinate to the rights of the Holders of the Class A Notes and Class B Notesto receive principal paid on the Class A Notes and Class B Notes, as applicable, and to certain other payments, as set forth in Section 13.03 and others entitled to receive payments thereunder; 

(III) the rights of the Holders of the Class D Notes (1) to receive payments of interest in respect of the Class D Noteson any Payment Date, on the Stated Maturity Date or on the Redemption Date shall be subordinate to the rights of the Holders of Class A Notes, Class B Notes and Class C Notes to receive payment of interest on the Class A Notes, Class BNotes and Class C Notes, as applicable, and to certain other payments as set forth in Section 13.03 and others entitled to receive payments thereunder and (2) to receive payments of principal in respect of the Class D Notes on anyPayment Date, on the Stated Maturity Date or on the Redemption Date shall be subordinate to the rights of the Holders of the Class A Notes, Class B Notes and Class C Notes to receive principal paid on the Class A Notes, Class B Notes andClass C Notes, as applicable, and to certain other payments, as set forth in Section 13.03 and others entitled to receive payments thereunder; and 

(IV) the rights of the Holders of the Class E Notes (1) to receive payments of interest in respect of the Class E Notes on any Payment Date, on the Stated Maturity Date or on the RedemptionDate shall be subordinate to the rights of the Holders of Class A Notes, Class B Notes, Class C Notes and Class D Notes to receive payment of interest on the Class A Notes, Class B Notes, Class C Notes and Class D Notes, as applicable, andto certain other payments as set forth in Section 13.03 and others entitled to receive payments thereunder and (2) to receive payments of principal in respect of the Class E Notes on any Payment Date, on the Stated Maturity Date or onthe Redemption Date shall be subordinate to the rights of the Holders of the Class A Notes, Class B Notes, Class C Notes and Class D Notes to receive principal paid on the Class A Notes, Class B Notes, Class C Notes and Class D Notes, asapplicable, and to certain other payments, as set forth in Section 13.03 and others entitled to receive payments thereunder. 

 
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*Section 2.03Denomination*. The aggregate stated principal amount of the Class A Notes that may be authenticated and delivered under this Indenture is $131,242,000, the aggregate stated principal amount of the Class B Notes that may beauthenticated and delivered under this Indenture is $13,820,000, the aggregate stated principal amount of the Class C Notes that may be authenticated and delivered under this Indenture is $10,367,000, the aggregate stated principal amount of theClass D Notes that may be authenticated and delivered under this Indenture is $8,000,000 and the aggregate stated principal amount of the Class E Notes that may be authenticated and delivered under this Indenture is $8,000,000, except for Notes ofthe same Class authenticated and delivered upon registration of transfer, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.06, 2.08 or 10.05. The Notes shall be issuable only as registered Notes without coupons in thedenominations of at least $100,000 with respect to any Note and multiples of $1,000 for any amount in excess thereof; *provided* that the foregoing shall not restrict or prevent the transfer, in accordance with Sections 2.06and 2.07, of any “stub” Note with a remaining Outstanding Note Balance of less than $100,000 with respect to any Note. 

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

Each Note shall be dated as of the date of its authentication. No Note shall beentitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee upon receipt of an IssuerOrder or by any Authenticating Agent by the manual signature of one of its authorized officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and deliveredhereunder. 

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

*Section 2.06 Registration, Registration of Transfer and Exchange*. 

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

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

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

(d) With respect to any Definitive Note, any Definitive Note presented or surrendered for registration of transfer or exchange shall beduly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencingthe same rights, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. No service charge shall be charged to a Noteholder for any registration of transfer or exchange ofNotes, but the Issuer and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. 

(i) *Limitation on Transfer and Exchange*. (1) The transfer and exchange of Global Notes or beneficialinterests therein shall be effected through the Security Depository, in accordance with this Indenture and the procedures of the Security Depository therefor, which shall include restrictions on transfer comparable to those set forth herein to theextent required by the Securities Act. Beneficial interests in a Global Note may be transferred to persons who take delivery thereof in the form of a beneficial interest in the same Global Note in accordance with the transfer restrictions set forthin the legend in subsection (d)(xii) of Section 2.07. 

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

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

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

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

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

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

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

(i) It understands that the Notes will be offered and may be resold by the Initial Purchaser only toQIBs pursuant to Rule 144A or another exemption from registration. 

(ii) It understands that the Noteshave not been registered under, and were transferred to it in a transaction not involving any public offering within the meaning of, the Securities Act, and that if in the future it decides to re-offer, resell, pledge or otherwise transfer suchNotes it will do so only in accordance with applicable state securities laws and pursuant to Rule 144A to a Person whom the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for itsown account or for the account of a QIB, whom the holder has informed that such re-offer, resale, pledge or other transfer is being made in reliance on Rule 144A or to the Issuer pursuant to the terms of the Indenture. 

(iii) It acknowledges that none of the Issuer, the Initial Purchaser or any Person representing the Issuer or the InitialPurchaser has made any representation to it with respect to the Issuer, any affiliates thereof or the offering or sale of the Notes, other than the information contained in the Offering Circular. It is purchasing the Notes for its own account, orfor one or more investor accounts for which it is acting as a fiduciary or 

 
8 

agent, in each case for investment purposes only, and not with a view to, or for offer or resale in connection with, any distribution thereof in violation of the Securities Act or the applicablestate securities laws, subject to any requirements of law that the disposition of its property or the property of such investor account be at all times within its or their control and subject to its or their ability to resell such Notes pursuant toRule 144A. 

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

(v) It is (1) a QIB purchasing for its own account or for the account of another QIB and it, and such other Person(if applicable), are aware that the sale to it is being made in reliance on Rule 144A and (2) with respect to the Class E Notes, is a U.S. Person. 

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

(vii) (A) It is not (and for so long as it holds any Notes or an interest therein will not be), and is not acting onbehalf of (and for so long as it holds any Notes or an interest herein will not be acting on behalf of), an *“employee benefit plan”* as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a plan describedin Section 4975(e)(1) of the Code or an entity which is deemed to hold the assets of any such plan (*“Plan Assets”*) pursuant to 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA (the *“PlanAsset Regulation”*) (each a *“Benefit Plan Investor”*), (B) in the case of a Class A Note, Class B Note, Class C Note or Class D Note, (i) its acquisition and continued holding of such Note will be covered by astatutory exemption or a prohibited transaction class exemption issued by the United States Department of Labor, (ii) at the time of acquisition the Notes are rated at least investment grade and (iii) it believes that the Notes areproperly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations and agrees to so treat such Notes or (C) in the case of a Class A Note, Class B Note, Class C Note or Class D Note, it hasprovided the Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Trustee, the Issuer, the Servicer or the Initial Purchaser, which opines that the purchase, holding and transfer of such Note or interesttherein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Issuer, the Servicer or the Initial Purchaser to anyobligation in addition to those undertaken herein. 

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

(ix) [Reserved.] 

(x) It is purchasing one or more Notes in an amount of at least $100,000, and it understands that such Notes may beresold, pledged or otherwise transferred in an 

 
9 

amount of at least $100,000 (unless the outstanding principal amount of such Note shall be less than $100,000). 

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

For Rule 144A Global Notes Only: Unless this Note is presented by an authorizedrepresentative of The Depository Trust Company, a New York corporation (*“DTC”*), to the transferor of such Note or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name ofCede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer,pledge or the use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE *“SECURITIES ACT”)*, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES(1) THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT(*“RULE 144A”)* TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (*“QIB”)* WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNTOF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE ISSUER PURSUANT TO THE TERMS OF THE INDENTURE, OR (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, AND(2) THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TO BE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE INDENTURE RELATING TO THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSETO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING. EACH TRANSFEREE ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER AND THE SERVICER THAT IT IS EITHER A QIB PURCHASING FOR ITSOWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB. EACH HOLDER HEREOF IS DEEMED TO REPRESENT AND WARRANT EITHER (A) THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ONBEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN *“EMPLOYEE BENEFIT PLAN”* AS DEFINED IN SECTION 3(3) OF THE 

 
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EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (*“ERISA”*) THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNALREVENUE CODE OF 1986, AS AMENDED (THE *“CODE”*), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN (*“PLAN ASSETS”*) PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OFERISA (THE *“PLAN ASSET REGULATION”*) (EACH A *“BENEFIT PLAN INVESTOR”*), (B) IN THE CASE OF A CLASS A NOTE, A CLASS B NOTE, A CLASS C NOTE OR A CLASS D NOTE (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITYWILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED ASINDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES OR (C) IN THE CASE OF A CLASS A NOTE, A CLASS B NOTE, A CLASS C NOTE OR A CLASS D NOTE, IT HAS PROVIDED THETRUSTEE WITH AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL NOT BE AT THE EXPENSE OF THE TRUSTEE, THE ISSUER, THE SERVICER OR THE INITIAL PURCHASER, WHICH OPINES THAT THE PURCHASE, HOLDING AND TRANSFER OF SUCH NOTE OR INTEREST THEREIN ISPERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE ISSUER, THE SERVICER OR THE INITIAL PURCHASER TO ANY OBLIGATIONIN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE. THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE. ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMICRISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 

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

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

 
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*Section 2.07Mutilated, Destroyed, Lost or Stolen Note.***(a) If (i) any mutilated Note is surrendered to the Trustee or the Issuer, or the Trustee and the Issuer receive evidence to their reasonable satisfaction of the destruction,loss or theft of any Note, and (ii) in the case of a destroyed, lost, or stolen Note, there is delivered to the Trustee and the Issuer such security or indemnity as may be required by them to save each of them harmless, then, in the absence ofnotice to the Trustee and the Issuer that such Note has been acquired by a bona fide purchaser and provided that the requirements of Section 8-405 of the UCC are satisfied, the Issuer shall execute and, upon a written request therefor by theTrustee and the Issuer shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of the same Class, tenor and Principal Balance, bearing a number not contemporaneously outstanding.If, after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents such original Note for payment, the Trustee and the Issuer shall be entitled to recover such new Note from thePerson to whom it was delivered or any Person taking title there from, except a bona fide purchaser, and the Trustee and the Issuer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, costor expense incurred by the Trustee and the Issuer, in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable in full, or shall have been called for redemption infull, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. 

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

Subject to theabove provisions of this Section 2.07, every new Note issued pursuant to this Section 2.07, in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Issuer, whether or not thedestroyed, 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. 

The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies withrespect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 

*Section 2.08 Payment of Principaland Interest; Rights Preserved*. 

(a) For each applicable Interest Accrual Period, the Notes of each Class shall accrueinterest on the Outstanding Note Balance thereof at the Note Rate applicable to such Class; *provided however*, that with respect to each Class of Notes and on each Payment Date, interest shall be deemed not to have accrued during the previousInterest Accrual Period on an amount equal to the Impairment of such Class of Notes. Notwithstanding the foregoing, if, on any subsequent Payment Date and with respect to each Class of Notes, no Impairment is allocated to such Class of Notes, allDeferred Interest for such Class of Notes shall be deemed to have accrued during the immediately preceding Interest Accrual Period and be payable on such Payment Date as Note Current Interest. All interest and fees accrued hereunder on theClass A 

 
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Notes, the Class B Notes, the Class C Notes, the Class D Note and the Class E Notes shall be calculated on the basis of a three-hundred-sixty (360)-day year comprised of twelve 30-day months andshall accrue through the day preceding the Stated Maturity Date and, to the extent that the payment of such interest shall be legally enforceable, (except with respect to Deferred Interest) on any overdue payment of interest at the Note Rate fromthe date such interest becomes due and payable (giving effect to any applicable grace periods herein) until fully paid. All accrued interest shall be due and payable in arrears on each Payment Date and shall be paid by the Trustee to the Noteholdersin accordance with Section 13.03. In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest wholecent, and no subsequent adjustment shall be made in respect thereof. 

(b) The principal of each Note shall be payable on eachPayment Date beginning on the Initial Payment Date unless such Note becomes due and payable at an earlier date by call for redemption in accordance with Article XI. The installment of principal due on the Class A Notes on any Payment Dateshall, to the extent of cash flow available therefor in accordance with Section 13.03 on such Payment Date, be paid as set forth in Section 13.03(c)(x). The installment of principal due on the Class B Notes on any Payment Date shall,to the extent of cash flow available therefor in accordance with Section 13.03 on such Payment Date, be paid as set forth in Section 13.03(c)(xi). The installment of principal due on the Class C Notes on any Payment Date shall, to theextent of cash flow available therefor in accordance with Section 13.03 on such Payment Date, be paid as set forth in Section 13.03(c)(xii). The installment of principal due on the Class D Notes on any Payment Date shall, to theextent of cash flow available therefor in accordance with Section 13.03 on such Payment Date, be paid as set forth in Section 13.03(c)(xiii). The installment of principal due on the Class E Notes on any Payment Date shall, to theextent of cash flow available therefor in accordance with Section 13.03 on such Payment Date, be paid as set forth in Section 13.03(c)(xiv). All unpaid principal on any Note (together with interest thereon and all other amounts due andpayable hereunder or in respect of the Notes) shall be due and payable in full on the Stated Maturity Date for such Note. All reductions in the principal amount of a Note effected by payment of such installments of principal shall be binding uponall future Noteholders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal shall be payable to Noteholders in the sameClass on a pro rata basis based upon the relative Outstanding Note Balance of the Notes in such Class as of the related date of determination; *provided*that, if as a result of such proration a portion of such principal would be lessthan $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment. 

(c) The principal of and interest on the Notes, and other amounts payable to the Noteholders under Section 13.03, are payable, through the Paying Agent on behalf of the Issuer, by check mailed byfirst-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or, at the option of any Noteholder, by wire transfer in immediatelyavailable funds to the account specified in writing to the Trustee by such Registered Holder at least five (5) Business Days prior to the Record Date for the Payment Date on which wire transfers will commence, in such coin or currency of theUnited States of America as at the time of payment is legal tender for the payment of public and private debts. All payments on the Notes shall be paid 

 
13 

without any requirement of presentment. The Issuer shall notify the Person in whose name a Note is registered at the close of business on the Record Date immediately preceding the Payment Date onwhich the Issuer expects that the final installment of principal of such Note will be paid. Such notice shall be mailed no later than the tenth (10th) day prior to such Payment Date and shall specify the place where such Note may be surrendered. Fundsrepresenting any such checks returned undeliverable shall be held in accordance with Section 7.15. Each Noteholder shall promptly surrender its Note to the Trustee at the Corporate Trust Office or in the case of mutilated, destroyed, lost orstolen Notes, as provided in Section 2.07, upon payment of the final installment of principal of such Note. 

*Section2.09 Persons Deemed Owner*. Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee, the Note Registrar, the Paying Agent and any agent of any of the foregoing shall treat the Person in whose name anyNote is registered in the Note Register as the owner of such Note for the purpose of receiving payments of principal and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, theTrustee, the Note Registrar, the Paying Agent or any agent of the foregoing shall be affected by notice to the contrary. 

*Section 2.10 Cancellation*. All Notes surrendered to the Trustee for payment, registration of transfer or exchange(including Notes surrendered to any Person other than the Trustee which shall be delivered to the Trustee) shall be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided inthis Section 2.11, except as expressly permitted by this Indenture. All canceled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its standard practice. 

*Section 2.11 Notices to Security Depository*.**Whenever any notice or other communication is required to be given toNoteholders of any Class with respect to which Book-Entry Notes have been issued, unless and until Definitive Notes shall have been issued to the related Noteholders, the Trustee shall give all such notices and communications to the applicableSecurity Depository. 

*Section 2.12 Tax Treatment; Withholding Taxes*. 

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

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

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

**ARTICLE III**

**SUBSTITUTE CONTRACTS**

*Section 3.01 Conditions Precedent to the Acquisition of Substitute Contracts*. Each acquisition by the Issuer of a Substitute Contract from the Transferor on any Acquisition Date is subjectto the conditions specified in Section 3.04 of the Servicing Agreement, including, in each case, satisfaction of the following conditions precedent on or prior to the relevant date specified below: 

(a) By 10:00 am (New York time) on the Business Day prior to any proposed Acquisition Date, the Transferor shall have delivered tothe Issuer, the Trustee, the Custodian and the Back-up Servicer (A) a draft Transfer Certificate substantially in the form set forth on Exhibit L attached hereto (the *“Transfer Certificate”*), (B) a draftAmendment to Contract Schedule containing the information required to be provided with respect to the Substitute Contracts and related Contract Assets to be acquired by the Issuer on such Acquisition Date, as specified in the definition of ContractSchedule, (C) if applicable, a draft of the Release Agreement relating to any Existing Indebtedness, and (D) a draft Assignment Agreement and draft Exception Report with respect to each Substitute Contract to be acquired by the Issuer onsuch Acquisition Date. 

(b) By 10:00 am (New York time) on the Business Day prior to any proposed Acquisition Date, theIssuer shall have delivered or shall have caused to be delivered to the Custodian, the original Contracts to be substituted as described in the proposed Amendment to Contract Schedule and the related Contract Files. 

(c) By 1:00 p.m. (New York time) on the proposed Acquisition Date, the Custodian shall deliver to the Issuer and the Trustee anexecuted Custodian Certificate with respect to the Substitute Contracts to be so acquired, which certificate shall contain no exceptions; provided that Contracts satisfying Section 4.04(a)(1) or Section 4.04(a)(2) may have exceptions.

(d) By 11:00 am (New York time) on the proposed Acquisition Date, the Transferor shall cause to be delivered the finalexecuted Assignment Agreement and Exception Report, Amendment to Contract Schedule, and Release Agreement (if applicable) along with a final executed Transfer Certificate, in each case, such document or certificate containing changes from the draftdocument delivered pursuant to Section 3.01(a) above, if any, reflecting corrections or 

 
15 

deletions of exceptions noted in the draft Exception Report to the draft Assignment Agreement and/or the draft Amendment to Contract Schedule resulting from the Custodian’s review of therelated Substitute Contracts and the Contract Files related thereto pursuant to Section 4.03(b). The Transfer Certificate shall confirm that (A) each Substitute Contract is a Contract that satisfies each of the representations andwarranties set forth in Clause (C) or (D) of the related Assignment Agreement, (B) all applicable filings required under Sections 4.01(a)(v) and 4.02 have been made or are in effect, (C) no Event of Default shall exist priorto or after giving effect to the acquisition of such Substitute Contracts and (D) all other conditions to the acquisition of Substitute Contracts applicable to it and specified in this Section 3.01 and Section 3.04(b) of the ServicingAgreement have been satisfied. 

A document or certificate described in clause (a), (b), (c) or (d) above shall beregarded as timely delivered if it is delivered by telecopy (with written confirmation of transmission) as of the applicable time described above; *provided* that, the originally executed copy shall be delivered by the applicable partypromptly thereafter. 

(e) With respect to any Contract substituted for an Early Termination Contract, the Issuer shall beallowed to use the Collections received in respect thereof to purchase a new Substitute Contract in lieu of distributing such Collections in accordance with Section 13.03, *provided*that, such purchase of a Substitute Contract shall occursimultaneously with the Issuer’s receipt of such Collections or such Collections shall be held not later than the Payment Date (or the then current Collection Period) on deposit in the Collection Account until such Substitute Contract is sopurchased; *provided, further*, that if such Substitute Contract is not purchased on or before the immediately following Payment Date such Collections shall be disbursed in accordance with Section 13.03. Notwithstanding the foregoing, anySubstitute Contract so substituted for such Early Termination Contract, and related Contract Assets, must meet the same requirements as those specified in the form of Assignment Agreement attached to the Purchase and Contribution Agreement.

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

(g) Upon satisfaction of the conditions specified in the Transaction Documents, including this Section 3.01, and any conditions tothe repurchase of Contracts under the Purchase and Contribution Agreement or substitution of Contracts under the Servicing Agreement (as the case may be), the Trustee shall, upon receipt of the Contract Repurchase Price and/or the SubstituteContract, and the Request for Release, release the Contract and related Contract Assets being repurchased by the Transferor or substituted for by the Transferor from the Lien of this Indenture. 

(h) In addition to the conditions specified above, at no time may the sum of (1) the aggregate Discounted Contract Balance ofSubstitute Contracts (as measured on their respective Cut-Off Dates) and (2) the aggregate Discounted Contract Balance of Contracts (as measured on 

 
16 

their respective Cut-Off Dates) repurchased by the Transferor, but excluding Contracts repurchased pursuant to Warranty Events, exceed 9.00% of the aggregate Discounted Contract Balance of allInitial Contracts (as measured on the Initial Cut-Off Date). The Trustee and Custodian shall have no duty to monitor the limit set forth in this Section 3.01(h). 

**ARTICLE IV**

**ISSUANCE OF NOTES; CERTAIN ISSUER OBLIGATIONS**

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

(a) receipt by the Trustee, or its agents, of the following, in form and substance satisfactory to the Initial Purchaser, whichsatisfaction shall be evidenced to the Trustee by receipt of item 4.01(a)(xv) below from the Initial Purchaser: 

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

(ii) certified copies of the organizational documents (together with allamendments thereto) of the Issuer, the Servicer, the Sellers and the Transferor, along with certified resolutions or certified executed consents of each of the Issuer, the Servicer, the Sellers and the Transferor, authorizing the execution, deliveryand performance of the Transaction Documents and the transactions contemplated by the Transaction Documents by such entities and certificates evidencing the incumbency of the officers executing such Transaction Documents; 

(iii) certified copies of requests for information or copies (or a similar search report certified by a party acceptableto the Initial Purchaser), dated a date reasonably near to the Closing Date (no earlier than ten (10) days prior to the Closing Date), listing all effective tax and judgment liens and financing statements which name a Seller or the Transferoras debtor and which are filed in the jurisdictions in which the statements referred to in clause (v)(1) below (in the case of the Sellers) or (v)(2) below (in the case of the Transferor) were or are to be filed, together with copies of such taxand judgment liens and financing statements (none of which, other than financing statements naming the party under the Transaction Documents to which transfers (including grants of security interests) thereunder purport to have been made, shallcover any of the property purported to be conveyed thereunder unless such financing statements are to be released prior to or on the Closing Date); 

(iv) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Initial Purchaser’s counsel), dated a date reasonably near to theClosing Date (no earlier than ten (10) days prior to the Closing Date), listing all effective tax and judgment liens and financing statements which name Issuer (under its present name and any previous name) as debtor and which are filed in

 
17 

the jurisdictions in which the statements referred to in clause (v)(2) below were or are to be filed, together with copies of such tax and judgment liens and financing statements (none ofwhich, other than financing statements naming the party under the Transaction Documents to which transfers (including grants of security interests) thereunder purport to have been made, shall cover any of the property purported to be conveyedthereunder unless such financing statements are to be released prior to or on the Closing Date); 

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

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

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

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

(4) UCC-3 financing statement releases evidencing the release of all Existing Indebtedness relating to theInitial Contracts; 

(5) such other, similar instruments or documents, as may be necessary or, in the opinion ofany Noteholder, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Transaction Documents; 

(vi) a fully executed original counterpart of each of the Assignment Agreement and Assignments related to the initialContract Assets, the Purchase and Contribution Agreement, Purchase and Sale Agreements, this Indenture, the Servicing Agreement, the Securities Account Control Agreement and the Note Purchase Agreement shall have been received by the InitialPurchaser or its agents; 

(vii) a copy of the fully executed Lockbox Intercreditor Agreement and the Joinder toLockbox Intercreditor Agreement shall have been received by the Initial Purchaser or its agents; 

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

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

(x) confirmation that theRating Agency has issued rating letters confirming ratings for the Notes as set forth in the Offering Circular; 

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

(xii) certificatesof the Secretary or Assistant Secretary of each of the Servicer, the Sellers, the Issuer, the Transferor, dated as of the Closing Date, and certifying (A) that attached thereto is a true, complete and correct copy of (a) the organizationaldocuments of the Servicer, the Sellers, the Transferor and the Issuer (as applicable), and (b) resolutions duly adopted by the Servicer, the Sellers, the Issuer and the Transferor authorizing the execution, delivery and performance of theTransaction Documents to which it is a party and the transactions contemplated thereunder, and that such resolutions have not been amended, modified, revoked or rescinded, and (B) as to the incumbency and specimen signature of each officerexecuting any Transaction Documents on behalf of the Servicer, the Sellers, the Issuer and the Transferor (as the case may be); 

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

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

(xv) [Reserved]; 

(xvi) delivery by the Custodian of the executed Initial Custodian Certificate dated as of the Closing Date; and 

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

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

 
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*Section 4.02Security for Notes*. 

(a) The Servicer shall at its own expense, in consideration of the Servicer Fee, cause to befiled the financing statements and assignments described in Sections 4.01(a)(v) and 4.02(b) in accordance with such Sections. In addition, from time to time, the Servicer shall take or cause to be taken at its own expense, in considerationof the Servicer Fee, any other such actions and execute such documents as are necessary to perfect and protect the Issuer’s precautionary security interest against the Transferor, as applicable, in respect of the Contract Assets and theassignment to the Trustee thereof, and the Trustee’s security interests in and liens on the Collateral against all other Persons, including the filing of financing statements, amendments thereto and continuation statements, the execution oftransfer instruments and the making of notations on or taking possession of all records or documents of title; *provided*that, none of the Servicer, the Transferor nor the Issuer shall be required to file UCC-1 financing statements againstObligors with respect to a Contract related to Equipment that had an original equipment cost at origination of less than (A) if such Contract is a secured loan or finance lease that provides for a $1 purchase option, $25,000, or (B) ifsuch Contract provides for a “fair market value” purchase option, $50,000 or to file or record assignments of any UCC-1 financing statements or other lien recordings or notations made against any Obligor. Notwithstanding anything to thecontrary contained herein, if the Servicer is not LEAF Financial Corporation or one of its Affiliates, the successor Servicer shall not be responsible for the initial filings of any UCC financing statements, or any continuation statements filed byany predecessor Servicer, or the information contained therein (including the exhibits thereto), the perfection of any such security interests during the term of such predecessor Servicer, or the accuracy or sufficiency of any description ofcollateral in such filings, and the successor Servicer shall be fully protected in relying on such initial filings and any continuation statements or modifications thereto made by a predecessor Servicer pursuant to this Section 4.02 but shallcontinue to be responsible for requirements expressed above during the period it acts as Servicer. 

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

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

*Section 4.03Review of Contract Files*. 

(a) On or prior to the Closing Date and each Acquisition Date, the Issuer shall cause tobe delivered to the Custodian the documents comprising the Contract Files for the Contracts to be acquired on such date; provided that the Contract Files delivered on the Closing Date shall be permitted to contain exceptions until the fourteenthBusiness Day following the Closing Date. 

 
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Each Contract and the folder containing other Contract Files documents for such Contract shall be clearly marked with a LEAF Contract Number, which LEAF Contract Number shall be used by theIssuer, the Trustee and the Custodian to identify such Contract on the Contract Schedule. 

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

(c) Ifany Contracts or Contract Assets to be pledged to the Trustee are Contracts or Contract Assets that at any time were subject to a Lien in favor of a Person that has held a Lien thereon, concurrently with the delivery of an Officer’sCertificate, the Issuer shall have delivered to (x) the Custodian (with a copy to the Trustee) a facsimile copy or an original executed Release Agreement from each Person that has held a Lien on the applicable Contract and/or Contract Assets,together with the certification in the Officer’s Certificate that each such Release Agreement constitutes a release of such Person’s security interest in each such Contract and/or Contract Asset (and the other Collateral related thereto),and (y) the Custodian (with a copy to the Trustee) the original UCC partial or full release relating to the Release Agreement described in clause (x) above. 

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

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

(f) In the event that (i) the Trustee, the Servicer, the Issuer or the Custodian shall be served by a third party with any type oflevy, attachment, writ or court order with respect to any Contract Files or (ii) a third party shall institute any court proceeding by which any Contract Files shall be required to be delivered otherwise than in accordance with the provisionsof this 

 
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Indenture, the party or parties receiving such service shall promptly deliver or cause to be delivered to the other parties to this Indenture copies of all court papers, orders, documents andother materials concerning such proceedings. The Custodian shall continue to hold and maintain all the Contract Files that is the subject of such proceedings pending a final order of a court of competent jurisdiction permitting or directingdisposition thereof. Upon final determination of such court, the Custodian shall deliver such Contract Files as directed by such determination or, if no such determination is made, in accordance with the provisions of this Indenture. Expenses of theCustodian incurred as a result of such proceedings shall be borne by the Issuer. 

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

*Section 4.04 Defective Contracts*. 

(a) *Check-in Procedures*. If, upon its examination of any Contract File in accordance with Section 4.03 hereof, the Custodian determines that such Contract File does not satisfy therequirements described in Section 4.03(b), or is unable to confirm that such requirements have been met, the Custodian shall promptly notify the Servicer and the Transferor by telephone or telecopy. If the Transferor does not satisfy theCustodian in accordance with the foregoing sentence prior to (I) in the case of the Initial Contracts, the fourteenth Business Day following the Closing Date or (II) in the case of Substitute Contracts, the applicable Acquisition Date, theCustodian shall return the applicable Contract and related files to the Transferor, or as otherwise directed by the Transferor. Any such returned Contracts and related files shall (a) in the case of Initial Contracts, be subject to a WarrantyEvent and (b) in the case of Substitute Contracts, not be acquired by the Issuer unless, in each case, either: 

(1) theMajority Holders approve the exceptions with respect to such Contract and allow the inclusion of such Contract that the Custodian has identified as defective in its review under Section 4.03(b), all parties agreeing that such approval shall bevalid with respect to such included Contract, but shall not constitute a course of dealing, and the allowance of such included Contract shall not operate as a waiver of any rights of the Trustee or any Secured Party hereunder, under the Purchase andContribution Agreement, the Purchase and Sale Agreements, the Assignment Agreements, the Assignments or any other Transaction Documents with respect to any adverse consequence caused by such defect; or 

(2) immediately after the acquisition by the Issuer of such Contract, the Discounted Contract Balances of Contracts with exceptions donot exceed $6,000,000 in the aggregate (as measured as of the related Cut-Off Date for each Contract). 

(b) *WarrantyRepurchases.*If a Responsible Officer of the Trustee, or if another party to any of the Transaction Documents, notifies the Servicer, the Transferor, the Back-up Servicer 

 
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and the Issuer of the existence of any Warranty Event, the Transferor (pursuant to the Purchase and Contribution Agreement) shall (i) cure the breach(es) which caused the Warranty Event or(ii) repurchase such Contract and related Contract Assets at the Contract Repurchase Price as required in accordance with Section 6.1(a) of the Purchase and Contribution Agreement. If any such Contract is repurchased by the Transferorpursuant to the Purchase and Contribution Agreement, and the Trustee has received a written request in the form attached hereto as Exhibit F-1 relating thereto, the Trustee shall, upon receipt of the applicable Contract Repurchase Price,but subject to Section 4.07 hereof, return the affected Contract and related files to the Issuer (or, if the Issuer so requests, directly to the Servicer or the Transferor, as the case may be), release its interest therein and in the relatedContract Assets, and such items shall no longer constitute a Contract or Contract Asset hereunder and shall be released from the Lien of this Indenture. 

*Section 4.05 Reserved*. 

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

*Section 4.07 Releases*. 

(a) The Issuer shall be entitled to obtaina release from the Lien of this Indenture for any individual Contract and the related Contract Assets at any time after all of the conditions for such release set forth in the Transaction Documents have been satisfied and (i) after a payment bythe Transferor or the Servicer, as applicable, under the provisions of the relevant Transaction Documents, of the related Contract Repurchase Price therefor or (ii) after a Substitute Contract and the related Contract Assets are substituted forsuch Contract and the related Contract Assets in accordance with the Transaction Documents. In order to effect any such release, the Servicer, on behalf of the Issuer, shall deliver to the Trustee and the Custodian in accordance with the TransactionDocuments a Request for Release, in the form attached hereto Exhibit F-1, (1) identifying the Contracts and the related Equipment to be released, (2) requesting the release thereof, (3) setting forth the amount depositedin the Collection Account with respect thereto, or identifying the Substitute Contract substituted therefor in the event that the subject Contracts and the related Equipment are being released from the Lien of this Indenture pursuant to clause(ii) above, (4) certifying that the amount deposited in the Collection Account equals the Contract Repurchase Price relating to such Contracts and the related Equipment in the event that the subject Contracts and the related Equipment arebeing released from the Lien of this Indenture 

 
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pursuant to clause (i) above and (5) certifying that all other conditions precedent set forth in the Transaction Documents relating to such release have been satisfied. The Trustee,upon receipt of a written request in the form attached hereto as Exhibit F-1, and the Trustee’s confirmation that the related (i) Contract Repurchase Price has been deposited into the Collection Account or (ii) SubstituteContract has been substituted for the Contract, shall execute instruments to release a Contract from the lien of this Indenture, or convey the Trustee’s interest in the same. 

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

(c) The Custodian may, if requested by the Servicer, in the form attached hereto as Exhibit F-1, for purposes of servicing aContract, temporarily deliver to the Servicer the original Contract. Any Contract temporarily delivered from the custody of the Custodian to the Servicer or its agents shall have affixed to such Contract a copy of such written request in the Form ofExhibit F-1, which shall contain a legend to the effect that the Contract is the property of the Issuer and has been pledged to U.S. Bank National Association, as Trustee for the benefit of the Secured Parties. The Servicer shallpromptly return the Contract to the Custodian, along with a letter attached hereto as Exhibit F-2, upon the need therefor no longer existing; *provided* that if an Event of Default has occurred, the Servicer shall forthwithreturn to the Custodian each Contract temporarily delivered pursuant to this Section 4.07. 

**ARTICLE V**

**SATISFACTION AND DISCHARGE**

*Section 5.01 Satisfaction and Discharge of Indenture*. 

(a)Following (i) payment in full of (A) all of the Notes, (B) the fees and charges and reimbursements of the Trustee, the Back-up Servicer, the Transferor, the Custodian and the Noteholders and (C) all other obligations of theIssuer under this Indenture and the other Transaction Documents and (ii) a written request by the Issuer to the Trustee to terminate this Indenture and release the Collateral, this Indenture shall be discharged and terminated and the lien ofthis Indenture on the Collateral thereupon shall be released. All Contract Files shall then include an Officer’s Certificate from the Issuer, stating that all conditions precedent provided for herein relating to the satisfaction and dischargeof this Indenture with respect to the Notes have been complied with. 

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

 
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the Issuer payable solely from amounts that are available to the Servicer therefore under Section 13.03 of the Indenture. 

**ARTICLE VI**

**DEFAULTS AND REMEDIES**

*Section 6.01 Events of Default*. 

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

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

(b) the Issuer, Servicer or the Transferor shall fail to perform orobserve any covenant with respect to it set forth in any Transaction Document, and in each case such failure shall remain unremedied for thirty (30) Business Days after the earlier of (x) actual knowledge thereof by such Person or(y) receipt by such Person of written notice thereof; 

(c) any representation or warranty made by theIssuer, Transferor or Servicer in any Transaction Document or in any other document delivered pursuant thereto (other than a representation or warranty made with respect to the Contracts) shall prove to have been incorrect in any material respectwhen made or deemed made and continues to be incorrect in any material respect for a period of thirty (30) Business Days after the earlier to occur of (x) the actual knowledge thereof by such Person or (y) the receipt by such Personof written notice thereof; 

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

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

(f) [Reserved]; 

(g) the Issuer is required to register as an *“investment company”* under the Investment Company Act of1940, as amended; or 

(h) any Class A Note, Class B Note, Class C Note or Class D Note shall cease toconstitute debt for federal income tax purposes, as evidenced by a written determination by the Internal Revenue Service. 

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

At any time after such a declaration of acceleration has been made, but before any Sale of the Collateral hasbeen made or a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Control Party, by written notice to the Issuer and the Trustee, may rescind and annul such declarationand its consequences if (notwithstanding Section 6.15 hereof) (a) and (b) below are satisfied: 

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

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

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

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

(b) all Events of Default, other than the nonpayment of the principal on any of the Notes which hasbecome due solely by such declaration of acceleration, have been cured or waived by the Control Party unless (i) an Event of Default in the payment of interest on any Note when due or principal not paid at the Stated Maturity Date or(ii) in respect of a covenant or provision hereof which by its terms cannot be modified or amended without the consent of the Noteholders of each Outstanding Note affected thereby, in which case a waiver by the Noteholders of each OutstandingNotes is required. 

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

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

 
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(a) The Issuercovenants that, if an Event of Default shall occur and the Notes have been declared due and payable and such declaration has not been rescinded and annulled, the Issuer will pay to the Trustee, for the benefit of the Noteholders, the whole amountthen due and payable on the Notes for principal and interest (with interest upon the overdue principal and overdue interest at the rate provided herein), any and all amounts due and payable to the Noteholders, the Transferor, the Back-up Servicer,the Custodian, the Paying Agent and the Trustee and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of eachof the Trustee, the Paying Agent and the Noteholders and their respective agents and counsel. 

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

(c) If an Event of Default exists, the Trustee shall, at the written direction ofthe Control Party, proceed to protect and enforce the rights of the Noteholders and the Paying Agent by such appropriate Proceedings as the Trustee, at the written direction of the Control Party, shall deem most effectual to protect and enforce anysuch rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

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

(a) institute Proceedings for thecollection of all amounts remaining unpaid on the Notes or under this Indenture or the other Transaction Documents whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and the Collateral the monies adjudgeddue; 

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

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

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

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

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

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

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

*Section6.06 Trustee May File Proofs of Claim*. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial Proceeding relating to the Issuer or theproperty of the Issuer or its creditors, the Trustee (irrespective of whether the principal of any of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have madeany demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered and shall, at the prior written direction of the Control Party, intervene in such proceeding or otherwise: 

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

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

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

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

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

*Section 6.07 Trustee May Enforce Claims Without Possession of Notes*. 

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

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

*Section 6.08 Application of Money Collected*. If theNotes have been declared due and payable following an Event of Default and such declaration has not been rescinded or annulled, any money collected by the Trustee with respect to the Notes and the other Transaction Documents pursuant to thisArticle VI or otherwise and any other money that may be held thereafter by the Trustee as security for the Notes and the other Transaction Documents shall be applied in the order set forth in Section 13.03 on the earlier of the nextPayment Date and such dates as the Trustee may designate for the release of such funds, to the same extent as if such date were a Payment Date. 

*Section 6.09* [Reserved] 

*Section 6.10 Unconditional Right of theNoteholders to Receive Principal and Interest*. Notwithstanding any other provision in this Indenture, each Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal and interest on such

 
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Note on the dates on which such principal and interest becomes due and payable and to institute any Proceeding for the enforcement of any such payment, and such right shall not be impairedwithout the consent of such Noteholder. 

*Section 6.11 Restoration of Rights and Remedies.* If the Trustee or anyNoteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Noteholder, then, and inevery case, the Issuer, the 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 Trustee and theNoteholders shall continue as though no such Proceeding had been instituted. 

*Section 6.12 Rights and RemediesCumulative.***Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 2.08, no right or remedy herein conferred upon or reserved to theTrustee 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 orhereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

*Section 6.13 Delay or Omission Not Waiver.* No delay or omission of the Trustee or of any Noteholder to exercise any rightor remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article VI or by law to the Trustee or tothe Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or the Noteholders, as the case may be. 

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

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

(b) if the Trustee has reasonable grounds for believing that repayment of any funds expended or risked by it is not assured to it withoutan indemnity reasonably satisfactory to it against such risk or liability, such indemnity shall have been provided. 

Section6.15 *Waiver of Certain Events by the Control Party*. 

The Control Party may waive on behalf of all Noteholdersany Event of Servicing Termination, Default or Event of Default and its consequences in each case except: 

(i)an Event of Default in the payment of interest on any Note when due or principal not paid at the Stated Maturity Date; 

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

(iii) or in the circumstances provided in Section 6.02 hereof. 

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

*Section 6.16 Additional Rights of Subordinate Noteholders.* At any time during the period from the first to occur of(i) the commencement of an Insolvency Event or any other insolvency proceeding with respect to the Issuer, (ii) the acceleration of the Class A Notes pursuant to Section 6.02 or (iii) the commencement of the foreclosure ofany Collateral under this Article VI following the occurrence of an Event of Default, and without prejudice to any other rights of the Holders of the Class B Notes under the Transaction Documents, any one or more Holders of theClass B Notes shall initially have the sole right to deliver written notice, which notice shall be sent to the Trustee (the “*Class A Buyout Notice*”) electing to purchase (without recourse, warranty or representation (otherthan that the Holders of such Class A Notes own such Class A Notes free and clear of any Liens created or granted by the Holder of such Class A Notes)) the entire (but not less than the entire) aggregate amount of OutstandingClass A Notes (and all associated rights, titles, claims and privileges associated therewith) for an amount (the “*Class A Buyout Price*”) equal to the Outstanding Note Balance of, and accrued but unpaid interest on, theClass A Notes (excluding therefrom any premium or penalty otherwise payable). The Trustee agrees that it shall give to the Holders of the Class B Notes, Class C Notes, Class D Notes and Class E Notes written notice of the events described inclauses (i), (ii), and (iii) of this Section 6.16 promptly upon its receiving notice of such event or a Responsible Officer of the Trustee having actual knowledge thereof (such date of notice, the “*Default Notice Date*”).

If no Holder of the Class B Notes exercises its rights to purchase the Class A Notes within ten (10) Business Daysof the Default Notice Date, then, without prejudice to any other rights of the Holders of the Class C Notes under the Transaction Documents, any one or more Holders of the Class C Notes shall then have the sole right to deliver theClass A Buyout Notice, which notice shall be sent to the Trustee electing to purchase (without recourse, warranty or representation (other than that the Holders of such Class A Notes own such Class A Notes free and clear of any Lienscreated or granted by the Holder of such Class A Notes)) the entire (but not less than the entire) aggregate amount of Outstanding Class A Notes (and all associated rights, titles, claims and privileges associated therewith) for theClass A Buyout Price. 

If no Holder of the Class C Notes exercises its rights to purchase the Class A Notes withinten (10) Business Days of the Default Notice Date, then, without prejudice to any other rights of the Holders of the Class D Notes under the Transaction Documents, any one or more Holders of the Class D Notes shall then have the soleright to deliver the Class A Buyout Notice, which notice shall be sent to the Trustee electing to purchase (without recourse, warranty or representation (other than that the Holders of such Class A Notes own such Class A Notes freeand clear of any Liens created or granted by the Holder of such Class A Notes)) the entire (but 

 
31 

not less than the entire) aggregate amount of Outstanding Class A Notes (and all associated rights, titles, claims and privileges associated therewith) for the Class A Buyout Price.

If no Holder of the Class D Notes exercises its rights to purchase the Class A Notes within ten (10) Business Daysof the Default Notice Date, then, without prejudice to any other rights of the Holders of the Class E Notes under the Transaction Documents, any one or more Holders of the Class E Notes shall then have the sole right to deliver theClass A Buyout Notice, which notice shall be sent to the Trustee electing to purchase (without recourse, warranty or representation (other than that the Holders of such Class A Notes own such Class A Notes free and clear of any Lienscreated or granted by the Holder of such Class A Notes)) the entire (but not less than the entire) aggregate amount of Outstanding Class A Notes (and all associated rights, titles, claims and privileges associated therewith) for theClass A Buyout Price. Such right shall expire ten (10) Business Days after the Default Notice Date. 

The purchase ofthe Class A Notes pursuant to this Section shall close no later than the date specified in the operative Class A Buyout Notice. The Class A Buyout Price shall be remitted by wire transfer in immediately available federal funds to theTrustee. Interest shall be calculated to but excluding the Business Day on which such purchase shall occur if the Class A Buyout Price is wired to the Trustee prior to 11:00 am New York time and interest shall be calculated to andincluding such Business Day if the Class A Buyout Price is wired to the Trustee, later than 11:00 am New York time. 

*Section 6.17 Waiver of Stay or Extension Laws.* The Issuer covenants (to the extent that it may lawfully do so) that it willnot, at any time, insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance ofthis Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to theTrustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

*Section 6.18Sale of Collateral.*

(a) The power to effect any sale (a *“Sale”*) of any portion of the Collateralpursuant to Section 6.04 shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral securing the Notes shall have been sold or all amountspayable on the Notes and under this Indenture and the other Transaction Documents shall have been paid. The Trustee may from time to time postpone any Sale by public announcement made at the time and place of such Sale. 

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

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

 
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(ii)the proceeds of such Sale or liquidation available to be distributed to the Noteholders are sufficient to pay in full all amounts then due with respect to the Notes and, without duplication, all amounts owed to the Servicer, Transferor, Trustee,Custodian, and Back-up Servicer. 

(c) Any Noteholder may bid for and acquire any portion of the Collateral in connection witha Sale thereof. After the Trustee has received each offer to purchase all or any portion of the Collateral, the Trustee shall notify each Class B Noteholder, Class C Noteholder, Class D Noteholder and Class E Noteholder of the highest offer (thedate of such notification, the “*Collateral Purchase Notice Date*”) and any one or more Class B Noteholders will initially have the sole right to purchase (not later than five Business Days after delivery of written notice to theTrustee of exercise of each right to purchase) the Collateral at the highest price there offered. If no Holder of the Class B Notes exercises its rights to purchase the Collateral within ten (10) Business Days of the Collateral Purchase NoticeDate, the Trustee shall notify each Class C Noteholder of the highest offer and any one or more Class C Noteholders will then have the sole right to purchase (not later than five Business Days after delivery of written notice to the Trustee ofexercise of each right to purchase) the Collateral at the highest price there offered. If no Holder of the Class C Notes exercises its rights to purchase the Collateral within ten (10) Business Days of the Collateral Purchase Notice Date, theTrustee shall notify each Class D Noteholder of the highest offer and any one or more Class D Noteholders will then have the sole right to purchase (not later than five Business Days after delivery of written notice to the Trustee of exercise ofeach right to purchase) the Collateral at the highest price there offered. If no Holder of the Class D Notes exercises its rights to purchase the Collateral within ten (10) Business Days of the Collateral Purchase Notice Date, the Trustee shallnotify each Class E Noteholder of the highest offer and any one or more Class E Noteholders will then have the sole right to purchase (not later than five Business Days after delivery of written notice to the Trustee of exercise of each right topurchase) the Collateral at the highest price there offered, which right shall expire ten (10) Business Days after the Collateral Purchase Notice Date. If a Noteholder submits the highest bid, in lieu of paying cash therefor, such bidder maymake settlement for the purchase price by crediting against the purchase price that portion of the net proceeds of such Sale to which such bidder would be entitled, after deducting the reasonable costs, charges and expenses (including reasonableattorneys’ fees and expenses) incurred by such Noteholder in connection with such Sale. The Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against the Notes. TheNoteholders may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. 

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

 
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or transferee at such a sale shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

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

*Section 6.19Action on Notes.*The Trustee’s right to seek and recover judgment on the Notes or under this Indenture or the other Transaction Documents shall not be affected by the seeking, obtaining or application of any other relief under orwith respect to this Indenture or the other Transaction Documents. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer orby the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer. 

**ARTICLE VII**

**THE TRUSTEE**

*Section 7.01 Certain Duties and Immunities.*

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

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

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

(b) So long as any Event of Default or Event of Servicing Termination exists, the Trusteeshall exercise such of the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her ownaffairs, and nothing contained herein shall relieve the Trustee of such obligations. 

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

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

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

(iii) no provision of this Indenture shall require the Trustee to expend or risk its ownfunds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds isnot assured to it without an indemnity reasonably satisfactory to it against such risk or liability; and 

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

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting theliability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01. 

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

(f)Subject to Section 7.03(e), the Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant,or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder if it has reasonable grounds for believing that repayment of any funds expended or risked by it is not assured to it withoutan indemnity reasonably satisfactory to it against such risk or liability, until such indemnity shall have been provided. 

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

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

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

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

(k) The Trustee shall not have any verbal discussions or provide information to the Rating Agencyregarding the transactions contemplated by this Indenture without prior notice to the Issuer to ensure compliance with Rule 17g-5 under the Securities Exchange Act of 1934 (“Rule 17g-5”) and the timely posting ofinformation on any website maintained by the Issuer in order to comply with Rule 17g-5. The Trustee agrees to provide all information or documents required to be delivered by it to the Rating Agency pursuant to the Transaction Documents tothe Issuer for posting on its Rule 17g-5 compliant website, and shall confirm with the Issuer that these documents have been posted on the website, prior to providing or otherwise making available such information or documents to the Rating Agencyor any third party. The Trustee shall delay the posting of information or documents to the Trustee’s website or any other disclosure of such information or documents until the confirmation from the Issuer has been received, unlessotherwise instructed by the Issuer. 

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

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

(a) the Trustee may in good faith conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution,certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other obligation, paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

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

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

(d) the Trustee may consult with counsel selected by it with due care and familiar with such matters and the written advice or opinion of such counsel or any Opinion of Counsel (in form and substancesatisfactory to the Trustee and addressed to the Trustee) shall be full and 

 
36 

complete authorization and protection and the Trustee shall not be liable in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

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

(f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture which are exercisable at the request or direction of any of the Noteholders or theControl Party pursuant to this Indenture, if it has reasonable grounds for believing that repayment of the costs, expenses (including legal fees and expenses) and liabilities which might be incurred by it in compliance with such request or directionis not assured to it without an indemnity reasonably satisfactory to it against such cost, expense or liability; 

(g) theTrustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, entitlement, bond, note or otherpaper or document, unless requested in writing to do so by the Control Party; *provided, however*, that the Trustee shall be under no obligation to make such investigation if it has reasonable grounds for believing that repayment of any cost,expense or liability likely to be incurred in making such investigation is not assured to it without an indemnity reasonably satisfactory to it against such cost, expense or liability, but the Trustee, in its discretion, may make such furtherinquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, upon reasonablenotice and at reasonable times personally or by agent or attorney; 

(h) the Trustee may execute any of the trusts or powershereunder or perform any duties hereunder (including, for the avoidance of doubt, its duties with respect to the Auction Call Redemption), either directly or by or through agents, custodians, nominees or attorneys provided that the Trustee shall notbe responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care; and 

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

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

*Section 7.04 Not Responsible for Recitals or Issuance of Notes.*

(a) The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as thestatements of the Issuer, and the Trustee assumes no responsibility for their correctness or validity. Other than pursuant to Section 7.17 hereof, the Trustee makes no representations as to the validity, adequacy or condition of the

 
37 

Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any timepledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of Notes or the proceeds thereof or of any moneypaid to the Issuer or upon Issuer Order or for the use or application by the Servicer of any amounts paid to the Servicer under any provisions hereof. 

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

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

*Section 7.05 May Hold Notes.* The Trustee, any Paying Agent, Note Registrar, or Authenticating Agent may, in itsindividual capacity, become the owner or pledgee of Notes. 

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

*Section 7.07 Compensation and Reimbursement.* The Issuer agrees: 

 
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(a) Solely fromamounts distributed from the Collection Account pursuant to Section 13.03, to: (i) pay the Trustee monthly its fee for all services rendered by it hereunder as Trustee, in the amount of the Trustee Fee (which compensation shall nototherwise be limited by any provision of law in regard to the compensation of a trustee of an express trust), (ii) pay the Custodian monthly its fee for all services rendered by it hereunder as Custodian, in the amount of the Custodian Fee and(iii) pay to the Back-up Servicer its fee for all services rendered by it hereunder and under the Servicing Agreement as Back-up Servicer, in the amount of the Back-up Servicer Fee, in each case in accordance with the priorities set forth inSection 13.03; 

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

(c) to indemnify and hold harmless the Trustee, the Custodian, the Securities Intermediary, the Back-up Servicer and their respectiveofficers, directors, employees, representatives and agents from and against, and reimburse for, any loss, claim, obligation, action, suit liability, expense, penalty, stamp or other similar tax, reasonable costs and expenses (including reasonableattorneys’ and agents’ fees and expenses) damage or injury (to person, property or natural resources) of any kind and nature sustained or suffered by the Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer byreason of any acts or omissions (or alleged acts or omissions) of the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer under the Transaction Documents or arising directly or indirectly out of the activities of the Issueror any of the transactions contemplated hereby (including any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture) or the participation by the Trustee, the Custodian, the SecuritiesIntermediary and the Back-up Servicer in the transactions contemplated by the Transaction Documents, including any judgment, award, settlement, reasonable attorneys’ fees and other expenses incurred in connection with the defense of any actualor threatened action, proceeding or claim; *provided* that, the Issuer shall not indemnify the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer if such loss, liability, expense, damage or injury is due to theTrustee’s, the Custodian’s, the Securities Intermediary’s or the Back-up Servicer’s negligence or willful misconduct, willful misfeasance or bad faith in the performance of duties; *provided, further,* that allamounts payable in respect of such indemnity shall be payable by the Issuer solely from the amounts distributed pursuant to Section 13.03 or released from the Lien of this Indenture. The provisions of this indemnity shall run directly to and beenforceable by an injured person subject to the limitations hereof and the provisions of this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee, the Custodian, the SecuritiesIntermediary or the Back-up Servicer. 

(d) The Trustee hereby acknowledges and agrees that if the Servicer and/or the Issuerfails to pay the amounts set forth in this Section 7.07, the Trustee will continue to perform its 

 
39 

obligations under this Indenture, regardless of the Servicer and/or the Issuer’s failure to pay such amounts, until the appointment of a successor Trustee in accordance withSection 7.09 of this Indenture; *provided*, *however*, that in such event, the Trustee shall continue to be entitled to be paid all accrued amounts due it pursuant to this Section 7.07 from amounts payable pursuant toSection 13.03. 

*Section 7.08 Corporate Trustee Required; Eligibility.* There shall at all times be a trusteehereunder, who shall be the Trustee, which shall: (a) be a banking corporation or association organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise corporate trustpowers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and having an office within the United States of America; and (b) have a commercial paper or othershort-term rating of at least A-1/P-1 from each of Moody’s and S & P and R-1 from the Rating Agency (if rated by the Rating Agency). If such corporation publishes reports of condition at least annually, pursuant to law or to therequirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recentreport of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

*Section 7.09 Resignation and Removal; Appointment of Successor.*

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall becomeeffective until the acceptance of appointment by the successor Trustee. 

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

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

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

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

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

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

(d) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any cause with respect to any of the Notes, the Issuer shallpromptly appoint a successor Trustee. If no successor Trustee shall have been so appointed by the Issuer within thirty (30) days of notice of removal or resignation and shall have accepted appointment in the manner hereinafter provided, thenthe Control Party may appoint a successor Trustee. No removal or resignation of the Trustee shall become effective until the acceptance of the appointment of a successor Trustee that is eligible to act as Trustee under Section 7.08. 

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

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

*Section 7.10 Acceptance of Appointment bySuccessor.***Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer, the Secured Parties and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation orremoval of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee but, on request of the Issuer,the Control Party or the successor Trustee, such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliverto such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee or the Control Party, the Issuer shall execute any and all instruments for more fully and certainly vesting in andconfirming to such successor Trustee all such rights, powers and trusts. 

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

*Section 7.11 Merger,Conversion, Consolidation or Succession to Business of Trustee.* Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to whichthe Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder (provided that such successor shall at all times be required tobe eligible under Section 7.08), without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any 

 
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Notes have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authenticationand deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. 

*Section 7.12 Co-Trustees and Separate Trustees.*

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

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

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

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

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

(iii) the Trustee at any time, by an instrument in writing executed by it and, prior to the occurrence of an Event of Default, the Issuer, may accept the resignation of or remove any Co-Trustee orseparate Trustee, appointed under this Section, and, in case an 

 
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Event of Default exists, the Trustee shall have power to accept the resignation of, or remove, any such Co-Trustee or separate Trustee without the concurrence of the Issuer. Upon the writtenrequest of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any Co-Trustee or separateTrustee that has so resigned or been removed may be appointed in the manner provided in this Section; 

(iv) noCo-Trustee or separate Trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such Trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any Co-Trustee or separateTrustee selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.14 provided, that the appointment of any Co-Trustee or separate Trustee shall not relieve the Trustee from any of itsexpress duties and obligations under this Indenture; and 

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

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

*Section 7.14 Appointment of Authenticating Agent.* The Trustee may at itsexpense appoint an Authenticating Agent or Authenticating Agents with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue or upon exchange, registration of transfer orpursuant to Section 2.08, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in thisIndenture to the authentication and delivery of Notes by the Trustee or the Trustee certificate of authentication or the delivery of Notes to the Trustee for authentication, such reference shall be deemed to include authentication and delivery onbehalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent and delivery of the Notes to the Authenticating Agent on behalf of the Trustee. Each AuthenticatingAgent shall be acceptable to the Issuer (whose acceptance shall not be unreasonably withheld or delayed) and shall at all times be a corporation having a combined capital and surplus of not less than the equivalent of $50,000,000 and subject tosupervision or examination by federal or state authority or the equivalent foreign authority, in the case of an Authenticating Agent who is not organized and doing business under the laws of the United States of America, any state thereof or theDistrict of Columbia. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital andsurplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of 

 
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condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately inthe manner and with the effect specified in this Section. 

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

An Authenticating Agent may resign at any time by giving written noticethereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Noteholders and to the Issuer. Upon receiving such a notice ofresignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptableto the Issuer and, after the occurrence of an Event of Default, the Control Party, and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Noteholders, if any, with respect to which such Authenticating Agentwill serve, as their names and addresses appear in the Note Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with likeeffect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 

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

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

 
U.S. Bank National Association, as TrusteeBy:   
As Authenticating Agent

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

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

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

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

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

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

Subject to Section 11.04, any money deposited with the Trustee or any Paying Agent in trust for the payment of the principal orinterest on any Note and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer on Issuer Request, and the Noteholder of such Note shall thereafter, as an unsecured general creditor,and subject to any applicable statute of limitations, look only to the Issuer for payment thereof, and all liability of the Trustee and such Paying Agent with respect to such trust money or the related Note, shall thereupon cease;*provided* that the Trustee or such Paying Agent, before being required to make any such repayment, may (upon delivery of an Issuer Order), cause to be published once, in a newspaper published in the English language, customarilypublished on each Business Day and of general circulation in the city in which the Corporate Trust Office is located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty(30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee may also adopt and employ, any other reasonable means of notification of such repayment (including mailingnotice of such repayment to the Noteholders whose right to or interest in monies due and payable but not claimed is determinable from the records of any Paying Agent, at the last address as shown on the Note Register for each such Noteholder). Noadditional interest shall accrue on the related Note subsequent to the date on which such funds were available for distribution to such Noteholder. 

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

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

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

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

(c) *Binding Obligations*. This Indenture and each other Transaction Document to which the Trustee is a party, assuming due authorization, execution and delivery by the other parties heretoand thereto, constitute the legal, valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratoriumor other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and the rights of trust companies in particular and (ii) the remedy of specific performance andinjunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefore may be brought, whether in a proceeding at law or in equity; 

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

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

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

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

**ARTICLEVIII**

**THE CUSTODIAN**

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

*Section 8.02 Removal of Custodian*.** With or without cause, with sixty (60) days’ notice, (a) prior to the occurrence of an Event of Default the Issuer may, with theprior written consent of the Control Party, or (b) following the occurrence of an Event of Default, the Control Party may, remove and discharge the Custodian from the performance of its duties under this Indenture with respect to any or all ofthe Contracts and related Contract Files by written notice from the Issuer or the Control Party, as the case may be, to the Custodian, with a copy to the Trustee and the Servicer. Having given notice of such removal, the Issuer (prior to theoccurrence of an Event of Default) or the Control Party (following the occurrence of an Event of Default) shall, by written instrument and with the consent of the Control Party (if the notice of removal came from the Issuer), promptly appoint asuccessor custodian to act on behalf of the Issuer in replacement of the Custodian under this Indenture, which successor Custodian shall be satisfactory to the Control Party in its sole discretion. In the event of any such removal, the Custodianshall promptly transfer to the successor custodian, as directed, all affected Contracts and related Contract Files. In the event of removal of the Custodian for cause and the appointment of a successor custodian under this Indenture, the expenses oftransferring the Contracts and related Contract Files to the successor custodian shall be at the expense of the Custodian. In the event of removal of the Custodian without cause by the Issuer (prior to the occurrence of an Event of Default) or theControl Party, as the case may be, and the appointment of a successor custodian under this Indenture, the Issuer shall be responsible for the expenses of transferring the Contracts and related Contract Files to the successor custodian.Notwithstanding the foregoing, this Indenture shall remain in full force and effect with respect to any Contracts and related Contract Files for which this Indenture is not terminated hereunder. The Custodian may petition a court of competentjurisdiction to appoint a successor hereunder if no successor is appointed within such 60-day notice period. 

*Section 8.03Termination by Custodian.***The Custodian may terminate its obligations under this Indenture upon at least sixty (60) days’ notice to the Servicer, the Issuer and the Noteholders; *provided*, no termination shall beeffective until appointment of a successor acceptable to the Issuer or, if an Event of Default has occurred, the Control Party. In the event of such termination, the Issuer shall promptly appoint a successor custodian; provided that after theoccurrence of an Event of Default, solely the Control Party may appoint a successor custodian. 

 
47 

The payment of such successor custodian’s fees and expenses with respect to each Contract and related Contract Files shall be solely the responsibility of the Issuer. Upon such appointment,the Custodian shall promptly transfer to the successor custodian, as directed, all Contracts and related Contract Files being held under this Indenture. The Custodian may petition a court of competent jurisdiction to appoint a successor hereunder ifno successor is appointed within such sixty (60) day notice period. 

*Section 8.04 Limitations on theCustodian’s Responsibilities.*

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

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

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

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

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

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

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

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

(i) No provision of this Indentureshall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights and powers, if, in its reasonable judgment, it shallbelieve that repayment of such funds is not reasonably assured to it without an indemnity against such risk or liability. 

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

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

*Section 8.06 Custodian Obligations Regarding Genuineness of Documents.***In the absence of bad faith or negligence onthe part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or other document furnished to theCustodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Indenture; *provided* that the

 
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provisions of this Section shall not in any manner limit or reduce the responsibilities of the Custodian under this Indenture. 

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

**ARTICLE IX**

**[RESERVED]**

**ARTICLE X**

**SUPPLEMENTAL INDENTURES**

*Section 10.01 Supplemental Indentures without Consent of the Noteholders.*

(a) The Issuer, the Trustee and the Custodian, without the consent of the Holders of any Notes may, at any time and from time to time,enter into one or more amendments to this Indenture or indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes, *provided* that (x) any such amendment or supplemental indenture, as evidencedby an opinion of counsel, will not have an adverse effect on the rights or interests of the Holders, (y) the Rating Agency Condition shall have been satisfied and (z) any such amendment does not modify this Indenture in a manner requiringthe consent of all affected Noteholders as described in Section 10.02 hereof: 

(i) to better assure,convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the Lien of this Indenture additional property; or 

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

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

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

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

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

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

(c) Promptlyafter the execution by the Issuer, the Custodian and the Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Rating Agency and each Noteholder a copy of such supplemental indenture. 

*Section 10.02 Supplemental Indentures with Consent of the Noteholders.***With the prior written consent of theMajority Holders and the Servicer, the Issuer, the Trustee and the Custodian may enter into an amendment or modification to this indenture or into indentures supplemental hereto for the purpose of adding any provisions to or changing in any manneror eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture (other than as provided in Section 10.01 hereof); *provided, however,* that no such amendmentor supplemental indenture shall become effective without the consent of each of the Holders of the Notes adversely affected thereby if such amendment or supplemental indenture shall: 

(a) change the Stated Maturity Date of any Note or the due date of any installment of principal of, or method of computingprincipal of, or any installment of interest on, any Note, or change the principal amount thereof or the applicable Note Rate thereof or change any place of payment where, or the coin or currency in which, any Note or the interest thereon ispayable, or impair the right to institute suit for the enforcement of any such payment; or 

(b) reduce thepercentage of the principal amount of Outstanding Notes, the consent of the Holders of which is required for any such amendment or supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certainprovisions of this Indenture or Events of Default or their consequences; or 

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

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

(e) modify or alter any of the provisions of this Section 10.02 or any defined term used in Sections 10.01 or10.02 of this Indenture (or any defined term used therein), 

 
51 

except to increase the percentage of Holders required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consentof each Noteholder affected thereby; or 

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

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

Promptly afterthe execution by the Issuer, the Servicer, and the Trustee (and all Noteholders if required to approve such amendment or supplement) of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Rating Agency, the Back-upServicer and each Noteholder a copy of such supplemental indenture. 

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

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

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

*Section 10.06 Back-Up ServicerConsent.* Notwithstanding any other provision to the contrary, for so long as there is a Back-Up Servicer, the Issuer, the Indenture Trustee and the Custodian shall not, without the consent of the Back-Up Servicer (such consent not to beunreasonably withheld), make, execute, acknowledge or deliver amendments to this Indenture or enter into any supplemental indentures hereto or thereto or otherwise waive or amend any provision of this Indenture if such action shall have, or it isexpected may have, a material adverse effect on the Back-Up Servicer or any successor Servicer. 

 
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*Section 10.07Amendments to the Lockbox Intercreditor Agreement*. The Trustee shall not enter into any material amendment, modification, supplement, consent or waiver of the Lockbox Intercreditor Agreement without the satisfaction of the Rating AgencyCondition. 

**ARTICLE XI**

**REDEMPTIONS AND PREPAYMENTS OF NOTES**

*Section 11.01 Redemptions ofNotes*. 

(a) *Auction Call and Optional Redemption*. (I) If there is a successful Auction inaccordance with Section 11.06, the Trustee shall apply the proceeds of the Auction to redeem, in whole but not in part, all Outstanding Notes prior to the Stated Maturity Date (the “*Auction Call Redemption*”) and (II) if theAuction is completed and is not successful in accordance with Section 11.06 or if no Auction is conducted due to the conditions in the first sentence of Section 11.06 not being satisfied, the Issuer shall have the right, subject to theterms hereof, to redeem, in whole but not in part, all Outstanding Notes on the Redemption Date fixed in accordance therewith on any Payment Date on which the Aggregate Outstanding Note Balance, after giving effect to the payments made on suchPayment Date, is less than or equal to ten percent (10%) of the Aggregate Initial Note Balance issued under this Indenture (an “*Optional Redemption*”). In connection with the Auction Call Redemption, the Trustee shall set theRedemption Date as a Payment Date in accordance with Section 11.06. In connection with an Optional Redemption, the Issuer shall set the Redemption Date as a future Payment Date. Installments of interest and principal due on or prior to theRedemption Date shall continue to be payable to the Holders of the Notes called for redemption as of the relevant Record Dates according to their terms and the provisions of Section 2.09 hereof. 

*Section 11.02 Redemption Procedures*. In connection with any redemption pursuant to Section 11.01 hereof: 

(a) in the case of an Optional Redemption, the Issuer shall, at least 15 days prior to the Redemption Date, notify the Trusteeand the Holders of the Notes in writing of the Optional Redemption and, in the case of an Auction Call Redemption, the Trustee shall, as soon as reasonably practical after the Auction and, in any event, prior to the Redemption Date, notify theHolders of the Notes in writing of the Auction Call Redemption; 

(b) in the case of an Optional Redemption, the Issuerand, in the case of the Auction Call Redemption, the Winning Bidder, shall deposit in the Collection Account on the Business Day immediately preceding the Redemption Date at least the amounts described in Section 11.02(c); 

(c) in the case of an Optional Redemption, the Issuer shall deliver an Issuer Order directing the Trustee to and the Trustee shall,and, in the case of the Auction Call Redemption, the Trustee shall (without any Issuer Order), make payment on the Redemption Date of the sum of (A) the Redemption Price plus, (B) fees, expenses and other reimbursable amounts owing to theNoteholders, the Transferor, the Trustee (including any expenses related to the Auction Call Redemption), the Securities 

 
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Intermediary, the Custodian, the Back-up Servicer and the Servicer under the Transaction Documents; and 

(d) upon delivery to the Trustee, the Noteholders, the Custodian, the Paying Agent, and the Back-up Servicer of such documents and an Officer’s Certificate from the Servicer certifying that(1) the amounts required to be deposited into the Collection Account shall have been deposited and (2) the requirements of this Article XI have been satisfied, the Trustee shall release its interest in the entire Collateral as provided inSection 11.05. 

*Section 11.03 Notice of Redemption to Noteholders*. In the case of an Optional Redemption,upon receipt of the Optional Redemption notice set forth in Section 11.02(a), the Trustee shall provide notice thereof with a copy of such notice of redemption pursuant to Section 11.01 by first class mail or courier delivery, dispatchedno later than five (5) Business Days following the date on which such notice was provided, to each Noteholder (at its address in the Note Register). In the case of the Auction Call Redemption, the Trustee shall, as soon as reasonably practicalafter award to the Winning Bidder at the Auction and, in any event, prior to the Redemption Date, provide notice thereof by first class mail or courier delivery to each Noteholder (at its address in the Note Register). 

All notices of redemption shall state: 

(a) the Redemption Date; 

(b) the amount that will be deposited in the CollectionAccount, which shall be at least the sum of (A) the Redemption Price plus (B) all other amounts that are payable to the Noteholders, the Trustee (including any expenses related to the Auction Call Redemption), the Transferor, theCustodian, the Back-up Servicer, and the Servicer under the Transaction Documents on the Redemption Date; 

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

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

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

(f) therecord date for such Redemption Date, which shall be one Business Day before the Redemption Date. 

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

*Section 11.04 Amounts Payable onRedemption Date*. Notice of redemption having been given to Noteholders as provided in Section 11.03, such Notes shall, on the Redemption Date, become due and payable at the Redemption Price, and on such Redemption Date (unless theIssuer, in the case of an Optional Redemption or the Winning Bidder, in the case of an Auction Call Redemption, shall default in the payment of such Redemption Price), all of the Outstanding 

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

*Section 11.05 Release of Contract Assets in Connection with Redemptions*. 

(a) In connection with the redemptions permitted under this Article XI, the Trustee shall release its Lien on the Contracts, upon(I) the deposit of the amounts set forth in Section 11.02(c) into the Collection Account and (II) the Issuer’s delivery to the Trustee and the Custodian of an Officer’s Certificate, (1) identifying the Contracts and therelated Equipment to be released, (2) requesting the release thereof, (3) setting forth the amount deposited in the Collection Account with respect thereto, (4) certifying that the amount deposited in the Collection Account is atleast equal to the Redemption Price and all other amounts required to be paid in connection with a redemption under this Article XI, and (5) certifying that all other conditions precedent set forth in the Transaction Documents relating tosuch release have been satisfied. 

(b) Upon release of the Trustee’s Lien on the Contracts in accordance withSection 11.05(a), the Custodian shall deliver to the Issuer, in the case of an Optional Redemption, or to the Winning Bidder, in the case of the Auction Call Redemption, the Contracts and all related Contract Assets described in theIssuer’s Officer’s Certificate. 

*Section 11.06 Auction of Collateral*. 

The Trustee shall conduct one and only one auction (the “*Auction*”) of all of the Collateral commencing promptly afterthe Payment Date (the “*Auction Trigger Payment Date*”), if any, on which the Aggregate Outstanding Note Balance, after giving effect to the payments made on such Payment Date, is less than or equal to twenty seven million dollars($27,000,000) (i.e. fifteen percent (15%) of the Aggregate Initial Note Balance issued under this Indenture) and greater than eighteen million dollars ($18,000,000) (i.e. ten percent (10%) of the Aggregate Initial Note Balance issued underthis Indenture) in order to redeem, in whole but not in part, all Outstanding Notes prior to the Stated Maturity Date and in accordance with this Article XI; provided that the Auction shall not be deemed successful and no Auction Call Redemptionshall occur unless the conditions set forth in this Section 11.06 are satisfied. Except for the Sellers, 

 
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any LEAF Party or Affiliate thereof may, but shall not be required to, bid at the Auction. The method, manner, time, place and terms of the Auction shall be fixed by the Trustee and shall becommercially reasonable, providing reasonable opportunity for any prospective bidder to conduct a due diligence review of the Collateral. The Auction shall be conducted via public advertisement and shall not be a private auction. The Trustee, onbehalf of the Issuer, shall sell and transfer all of the Collateral, without representation, warranty or recourse, to the highest qualifying bidder (the “*Winning Bidder*”) for the Collateral at the Auction on the Business Dayimmediately preceding the Redemption Date, which shall be the second Payment Date immediately following the Auction Trigger Payment Date, but only if: 

(1) there are at least two bona fide bids at the Auction from Persons that are not the Originator, the Sellers, the Transferor or an Affiliate of either of them; 

(2) the highest bid at the Auction is an amount in cash equal to or greater than the sum of (A) the Redemption Price and(B) fees, expenses and other reimbursable amounts owing to the Noteholders, the Transferor, the Trustee (including any expenses related to the Auction Call Redemption), the Securities Intermediary, the Custodian, the Back-up Servicer and theServicer under the Transaction Documents; and 

(3) the Winning Bidder has entered into a written agreement with the Issuer andthe Trustee that obligates such highest bidder to purchase all of the Collateral at the highest bid, with the closing of such purchase (and full payment in immediately available funds to the Collection Account) to occur on the Business Dayimmediately preceding the Redemption Date. 

If a Noteholder is the Winning Bidder, in lieu of paying cash therefor, such bidder may makesettlement for the purchase price by crediting against the purchase price that portion of the net proceeds of such Auction to which such Winning Bidder would be entitled, after deducting the reasonable costs, charges and expenses (includingreasonable attorneys’ fees and expenses) incurred by such Noteholder in connection with such Auction and the closing of the purchase of the Collateral. If no qualifying bid is received before the seventh Business Day immediately preceding theRedemption Date, or if the Winning Bidder shall fail to close the purchase of the Collateral as aforesaid, then no Auction sale shall occur. For the avoidance of doubt, the Trustee shall conduct only one Auction. 

**ARTICLE XII**

**REPRESENTATIONS, WARRANTIES AND COVENANTS**

*Section 12.01 Representations and Warranties*. 

The Issuer herebymakes the following representations and warranties for the benefit of the Trustee, the Custodian and the Secured Parties on which the Trustee relies in accepting the Collateral in trust and in authenticating the Notes. Except as specificallyprovided otherwise, such representations and warranties are made as of the Closing Date and each Acquisition Date and shall survive the transfer, grant and assignment of the Collateral to the Trustee. 

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

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

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

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

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

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

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

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

(i) *Owners of the Issuer*. LEAF Equipment Finance Fund 4, L.P. owns one hundred percent (100%) of the Equity Interest in the Issuer, and such Equity Interest is duly authorized, validlyissued, fully paid for and non-assessable by the Issuer. 

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

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

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

(m) *Investment Company*. The Issuer is not an “investment company” or a company controlled by an “investmentcompany” registered or required to be registered under the Investment Company Act of 1940, as amended, or otherwise subject to any other federal or state 

 
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statute or regulation limiting its ability to incur indebtedness. The Issuer, at all times, within the meaning of 17 C.F.R. 270.3a-7, (1) will have issued only the Notes and the membershipinterests issued to its managing member at its formation, and any other securities issued by the Issuer are “fixed income securities or other securities ... that depend primarily on the cash flow from eligible assets” and for which atrustee is appointed in compliance with 17 C.F.R. 270.3a-7(a)(4), (2) will sell its securities only to its affiliates, “qualified institutional buyers”, or institutional accredited investors or will sell securities “rated, at thetime of initial sale, in one of the four highest categories assigned long-term debt” by one of DBRS, Moody’s, S & P or Fitch, (3) will either acquire or dispose of the Contracts only in accordance with and as permitted by thePurchase and Contribution Agreement, the Assignment Agreements, the Purchase and Sale Agreements, the Assignments, the Servicing Agreement, its limited liability company operating agreement and the Indenture or (y) any other “eligibleassets” only (a) in accordance with the agreements under which its securities are issued, (b) if a rating downgrade of any of its outstanding “fixed-income securities” does not result and (c) if such acquisition ordisposition is not “for the primary purpose of recognizing gains or decreasing losses resulting from market value changes”. The Issuer will not engage in any business other than that expressly permitted by the Transaction Documents and itslimited liability company operating agreement. 

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

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

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

(q) *Accuracy of Information*. All certificates, reports, financial statementsand similar writings furnished by or on behalf of the Issuer to the Trustee or any Noteholder, at any time pursuant to any requirement of, or in response to any written request of any such party under, this Indenture or any other TransactionDocument, have been, and all such certificates, reports, financial statements and similar writings hereafter furnished by the Issuer to such parties will be, true and accurate in every respect material to the transactions contemplated hereby on thedate as of which any such certificate, report, financial statement or similar writing was or will be delivered, and shall not omit to state any material facts or any facts necessary to make the statements contained therein not materially misleading.

(r) *Rating Agency Perfection Requirements as to Collateral*. 

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

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

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

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

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

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

(7) Notwithstanding any other provision of this Indenture or any other Transaction Document, therepresentations contained in this Section 12.01(r) shall be continuing and remain in full force and effect, without waiver, until the date on which the Notes have been paid in full. 

(8) In the event that the sale of a Contract by the Transferor to the Issuer under the Purchase and Contribution Agreementand the pledge of such Contract by the Issuer to the Trustee, for the benefit of the Secured Parties, hereunder are insufficient, without a notation on a related Motorized Titled Equipment’s certificate of title, or without fulfilling anyadditional administrative requirements under the laws of the state in which such Motorized Titled Equipment is located, to assign the ownership of such Motorized Titled Equipment to the Issuer or to perfect a security interest in such MotorizedTitled Equipment (and the proceeds thereof) in favor of the Trustee, for the benefit of the Secured Parties, the parties hereto agree that (i) the designation of the Servicer (or its nominee) or the Originator (or its nominee) under aLienholder Nominee Agreement, to be executed within 180 days following the first day of inclusion of such Contract secured by such Motorized Titled Equipment in the calculation of the Discounted Pool Balance, as the lienholder on the certificate oftitle with respect to such Motorized Titled Equipment, is in its capacity as agent of the Issuer and the Trustee, for the benefit of the Secured Parties, as their interests may appear, and (ii) such designation shall be sufficient until suchnotations are made or additional administrative requirements are fulfilled. 

(9) Any Contract for which theServicer shall not have within 180 days of the first day of inclusion of such Contract secured by such Motorized Titled Equipment in the calculation of the Discounted Pool Balance, (i) received a Lien

 
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Certificate showing the Issuer or the Servicer (or its nominee) or the Originator (or its nominee) under a Lienholder Nominee Agreement as secured party with respect to the related MotorizedTitled Equipment from the applicable Registrar of Titles and (ii) delivered such Lien Certificate or such evidence to the Custodian, shall no longer be included in the calculation of the Discounted Pool Balance. In the case of any Contractexcluded from the calculation of the Discounted Pool Balance pursuant to the previous sentence, the Contract so excluded from the calculation of the Discounted Pool Balance may at a later time be included in the calculation of the Discounted PoolBalance, *provided,* that the Custodian shall have received a Lien Certificate showing the Issuer or the Servicer (or its nominee) or the Originator (or its nominee) under a Lienholder Nominee Agreement as secured party with respect to therelated Motorized Titled Equipment from the applicable Registrar of Titles. 

(10) At all times, all Collateralwill consist of property in which a security interest may be created and attach under the UCC. 

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

*Section 12.02 Covenants*. The Issuer hereby makes the following covenants for the benefit of the Secured Parties and onwhich the Trustee relies in accepting the Collateral in trust and in authenticating the Notes. 

(a) *No Liens*.Except for the conveyances and grant of security interests hereunder, the Issuer will not sell, pledge, assign, convey, dispose of or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Collateral nowexisting or hereafter created, or any interest therein prior to the termination of this Indenture pursuant to Section 5.01; the Issuer will notify the Trustee in writing of the existence of any Lien on any of the Collateral immediately upondiscovery thereof; the Issuer shall promptly discharge (or cause to be discharged) any Lien (other than Permitted Liens) on the Collateral; and the Issuer shall defend the right, title and interest of the Trustee in, to and under the Collateral nowexisting or hereafter created, against all claims of third parties claiming through or under the Issuer; *provided* that nothing in this Section 12.02(a) shall prevent or be deemed to prohibit the Issuer from suffering to exist uponany of the Equipment any Liens for municipal or other local taxes and other governmental charges due from the Issuer if such taxes or governmental charges shall not at the time be due and payable or, if the Issuer shall currently be contesting thevalidity thereof in good faith by appropriate proceedings, nonpayment of such taxes or charges shall not pose any risk of 

 
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forfeiture of such Equipment, and the aggregate amount at dispute shall not be greater than $50,000.00, unless the Control Party otherwise approves. 

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

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

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

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

(f) *Maintenance of Office,Etc*. The Issuer will not, without providing thirty (30) days’ prior written notice to the Trustee and without filing such amendments to any previously filed financing statements as the Trustee may require or as may be required inorder to maintain the Trustee’s perfected security interest in the Collateral (for the benefit of the Secured Parties), (a) change its jurisdiction of organization or the location of its principal place of business, or (b) change itsname, identity or corporate structure in any manner that would make any financing statement or continuation statement filed by the Issuer in accordance with this Indenture seriously misleading within the meaning of Section 9-506 of anyapplicable enactment of the UCC. 

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

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

(i) *Separateness Covenants*. The Issuer (i) shall not engage in any other business than (A) theacquisition, ownership, selling and pledging of the property acquired by it pursuant to the Purchase and Contribution Agreement, the Purchase and Sale Agreements, any Assignment, any Assignment Agreement, the Servicing Agreement and this Indentureand causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture, (B) the exercise of any powers permitted to limited liability companies under Delaware law which are incidental to the foregoing or necessary toaccomplish the foregoing and are not prohibited by the terms of its certificate of formation, its limited liability company agreement or the other Transaction Documents; (ii) will hold such appropriate meetings of its board of managers ordistribute appropriate unanimous consents in lieu of a meeting as are necessary to authorize all of the Issuer’s actions that are required by law to be authorized by the board of managers, keep minutes of its meetings and otherwise observe allother customary corporate formalities; (iii) will (A) maintain its books and records separate from the books and records of any other entity, (B) maintain separate bank accounts and no funds of the Issuer shall be commingled withfunds of any other entity except as otherwise permitted in the Lockbox Intercreditor Agreement, (C) keep in full effect its existence, rights, privileges, licenses and franchises as a limited liability company under the laws of its applicablestate of organization, and will obtain and preserve its “qualification to do business” as a foreign limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity andenforceability of this Indenture, (D) cause its managers and officers to act independently and in its interests, (E) cause its board of managers to duly authorize all of its corporate actions and (F) observe all company proceduresrequired by its organizational documents and applicable laws; and (iv) will not (A) dissolve or liquidate in whole or in part, (B) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person,(C) incur any debt in connection with or make any capital expenditures, (D)(1) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law seeking to have an order for relief enteredwith respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2) seek 

 
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appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3) make a general assignment for the benefit of creditors, or (4) take anyaction in furtherance of, or consenting or acquiescing in, any of the foregoing, (E) make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment orperformance on any obligation or its capability of doing so, or otherwise), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any otherinterest in, or make any capital contribution to, any other Person other than as specifically provided for in the Transaction Documents, (F) merge or consolidate with any other Person, (G) engage in any other action that detracts fromwhether the separate legal identity of the Issuer will be respected, including (1) holding itself out as or permitting itself to be held out as being liable for the debts of any other Person or (2) acting other than in its name and throughits duly authorized officers or agents, (H) create, incur, assume, or in any manner become liable in respect of any indebtedness other than the Notes, expenses associated with the Closing Date, trade payables and expense accruals incurred inthe ordinary course of business in an amount less than $12,300 at any one time outstanding and which are incidental to its permitted activities, and as provided in or under the Transaction Documents, (I) sponsor or contribute, or contract to orincur any other obligation to contribute to any Pension Plans, or (J) enter into or become party to any agreements or instruments other than the Transaction Documents or any documents or instruments executed pursuant thereto and in connectiontherewith. So long as any Notes remain Outstanding or any other amounts are owed under the Transaction Documents, the Issuer shall not amend its organizational documents without the prior written consent of the Control Party and prior written noticeto the Rating Agency and the Trustee. The Issuer shall not make any investment in any Person through the direct or indirect holding of securities or otherwise other than in Eligible Investments. The Issuer shall not declare or pay any dividends,except out of funds released to it under Section 13.03. The Issuer will not have any of its indebtedness guaranteed by the Transferor or any Affiliate of the Transferor. Furthermore, the Issuer will not hold itself out, or permit itself to beheld out, as having agreed to pay or as being liable for the debts of the Transferor and the Issuer will not engage in any transactions with the Transferor, except as expressly contemplated by the Transaction Documents and on an arm’s-lengthbasis. The Issuer will not hold the Transferor out to third parties as other than an entity with assets and liabilities distinct from the Issuer. The Issuer will cause any financial statements consolidated with those of the Transferor to state thatthe Issuer is a separate corporate entity with its own separate creditors who, in any liquidation of the Issuer, will be entitled to be satisfied out of the Issuer’s assets prior to any value in the Issuer becoming available to theIssuer’s equity holders. The Issuer will not act in any other matter that could foreseeably mislead others with respect to the Issuer’s separate identity. Without the prior written consent of the Control Party, the Issuer will not, norwill it permit or allow others to, amend, modify, terminate or waive any provision of any Contract Assets, except to the extent otherwise expressly permissible under the Transaction Documents. Notwithstanding the foregoing, the Servicer may, withoutthe prior written consent of the Control Party, waive any assumption fees, late payment charges, charges for checks returned for insufficient funds, or other fees which may be collected in the ordinary course of servicing the Contracts. The Issuershall take such actions as the Trustee (at the direction of the Control Party) shall request to enforce the Issuer’s rights under the Contracts, and, at any time during which a Default shall have occurred and be continuing, shall take suchactions as are necessary to enable the Trustee (at the direction of the Control Party) to exercise such rights in 

 
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the Trustee’s own name. On or before June 15 of each year, so long as any of the Notes are Outstanding, the Issuer shall furnish to the Trustee and each Noteholder, an Officer’sCertificate confirming that the Issuer is in compliance with its obligations under this Section 12.02(i). 

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

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

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

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

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

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

(p)*[Reserved.]*

(q) *Use of Proceeds*. The proceeds from the sale of the Notes may be used by theIssuer solely to pay to or on behalf of the applicable assignor, the Purchase Price owed to it in accordance with the Assignment Agreement for the purchase of Contract Assets, and to pay expenses owed to the Noteholders, the Trustee, the Custodian,the Servicer and the Back-up Servicer related thereto or otherwise associated with the issuance of the Notes. None of the transactions contemplated in this Indenture (including the use of the proceeds from the sale of the Notes) will result in aviolation of Section 7 of the Securities and Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including Regulations T, U and X of the Board of Governors of the Federal Reserve System. The Issuer does not own orintend to, and 

 
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none of the proceeds from the Notes will be used to, carry or purchase any margin securities originally issued by it or any “margin stock” within the meaning of said Regulation U.

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

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

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

(u) *Transactions by Issuer*. None of the Noteholders shall have any obligation to authorize the Issuer to, and the Issuershall not (without the prior written consent of the Majority Holders), enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Person (including, withoutlimitation any Affiliate, any shareholder, director, manager, officer or employee (or any relative thereof) of the Issuer or any such Affiliate) unless such transaction is (a) expressly permitted under this Indenture or any other TransactionDocument, (b) in the ordinary course of conducting the Issuer’s permitted activities and (c) upon fair and reasonable terms no less favorable to the Issuer than it would obtain in a comparable arm’s-length transaction.

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

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

**ARTICLE XIII**

**ACCOUNTS AND ACCOUNTINGS**

*Section 13.01 Collection ofMoney*.**Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all moneyand other property payable to or receivable by the Trustee pursuant to this Indenture. The Trustee shall, upon request from the Servicer, provide the Servicer with sufficient information regarding the amount of collections with respect to theContract Assets and the other Collateral received by the Trustee in any accounts held in the name of the Trustee to permit the Servicer to perform its duties under the Servicing Agreement. The Trustee shall hold all such money and property soreceived by it as part of the Collateral and shall apply it as provided in this Indenture. If any Contract becomes a Defaulted Contract, the Trustee, upon the request of the Issuer or the Servicer, may, and upon the request of the Control Partyshall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to deem a Contract a “DefaultedContract” for purposes of the Transaction Documents and to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article VI. 

*Section 13.02 Establishment of Trust Accounts*. (a) Prior to the Closing Date, the Issuer established, and as of theClosing Date the Issuer maintains, with the Trustee (i) a segregated, trust account (the “*Reserve Account*”) for the deposit and retention of amounts required to be maintained therein; (ii) a segregated, trust account (the*“Collection Account”*) for the receipt and/or retention (as applicable) of (A) Collections, (B) Transferor Advances, (C) any interest or other earnings earned on all or part of the funds in any of the CollectionAccount or on any other Collateral and any other amounts, if any, remitted by the Issuer pursuant to Section 13.02(d), 

 
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(D) amounts received in accordance with Section 11.02(b) in connection with a redemption of Outstanding Notes in accordance with Article XI, (E) amounts transferred from theReserve Account or the Servicer Transition Account in accordance with the terms of this Indenture and (F) amounts transferred from the Lockbox Account in accordance with the Servicing Agreement and (iii) a segregated trust account (the“*Servicer Transition Account*”) for the deposit and retention of amounts required to be maintained therein. The Collection Account, the Reserve Account and the Servicer Transition Account are collectively referred to as the“*Trust Accounts*.” 

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

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

(d) Any proceeds, payments, income or other gain from investments in Eligible Investments made in respect of funds in or credited to theTrust Accounts, as outlined in (c) above, shall be credited to the respective Trust Account from which such funds were derived. The Trustee shall not be liable for any loss incurred on any funds invested in Eligible Investments pursuant to theprovisions of this Section (other than losses from nonpayment of investments in obligations of U.S. Bank National Association issued in its individual capacity). In no event shall the Trustee be liable for the selection of investments or for lossesincurred as a result of the liquidation of any investment prior to its Stated Maturity Date or for the failure of any appropriate Person to provide timely written investment direction. 

(e) Each party hereto agrees that each of the Trust Accounts constitutes a “securities account” within the meaning ofArticle 8 of the UCC and in such capacity U.S. Bank National Association shall be acting as a “securities intermediary” within the meaning of 8-102 of the UCC and that, regardless of any provision in any other agreement, for purposesof the UCC, the State of New York shall be deemed to be the “securities intermediary’s jurisdiction” under Section 8-110 of the UCC. The Trustee shall be the “entitlement holder” within the meaning ofSection 8-102(a)(7) of the UCC with respect to the Trust Accounts. In furtherance of the foregoing, U.S. Bank National Association, acting as a “securities intermediary,” shall comply with “entitlementorders” within the meaning of Section 8-102(a)(8) of the UCC originated by 

 
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the Trustee with respect to the Trust Accounts, without further consent by the Issuer. Each item of property (whether investment property, financial asset, security, instrument or cash) creditedto each Trust Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. All securities or other property underlying any financial assets credited to each Trust Account shall be registered inthe name of the Trustee or indorsed to the Trustee or in blank, and in no case will any financial asset credited to any Trust Account be registered in the name of the Issuer, payable to the order of the Issuer or specially indorsed to the Issuerexcept to the extent the foregoing have been specially indorsed to the Trustee or in blank. Any Eligible Investment consisting of “certificated securities,” as defined in the applicable UCC will be evidenced directly or indirectly byphysical certificates and each such certificated security (i) will be delivered and held in its direct physical possession by the Securities Intermediary in the State of Minnesota and (ii) (x) is registered in the name of theSecurities Intermediary or (y) has been appropriately assigned thereon, or is accompanied by a bond power and/or assignment appropriately executed, in blank or to the Securities Intermediary, and is accompanied by any other documents requiredby the documents governing such security to effect the transfer of the registration thereof to the Securities Intermediary. The Trust Accounts shall be under the sole dominion and control (as defined in Section 8-106 of the UCC) of the Trustee,and the Issuer shall have no right to close, make withdrawals from, or give disbursement directions with respect to, or receive distributions from, (A) the Collection Account or the Reserve Account, except in accordance with Section 13.03and (B) with respect to the Servicer Transition Account, except in accordance with Section 13.05. 

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

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

(b) By no later than 1:00 p.m. (New York time) oneach Payment Date, after making all transfers and deposits to the Collection Account pursuant to Section 13.03, Section 13.04(b) and Section 13.05, the Trustee shall withdraw from the Collection Account all Available Funds withrespect to the related Collection Period and shall disburse such Available Funds in accordance with the related Monthly Servicing Report; provided that, if the Trustee shall not have received the Monthly Servicing Report, (x) the Trustee shallwithdraw from the Collection Account amounts verified in writing by the Servicer as needed to pay *first,*all accrued and unpaid fees and properly invoiced costs and expenses of each of the Transferor, Servicer,Back-

 
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up Servicer, Trustee and Custodian and *second*, amounts in accordance with the priorities set forth in Section 13.03(c)(v) through 13.03(c)(xiv), (y) the Trustee shall distributesuch funds in order to make such payments to the appropriate Persons and (z) upon subsequent receipt of the Monthly Servicing Report, or such other information as may be required by the Trustee, the Trustee shall pay each such other amounts setforth below, all as set forth in the Monthly Servicing Report or in such other information delivered to the Trustee; *provided further* that amounts deposited in the Collection Account in accordance with Section 11.02(b) shall bedisbursed in accordance with Section 11.04 and not this Section 13.03; 

(c) On each Payment Date, whether or not anEvent of Default has occurred and is continuing and the maturity of the Notes has been accelerated, the Trustee shall make the following payments from the Available Funds then on deposit in the Collection Account (after required deposits thereinfrom the Reserve Account and the Servicer Transition Account) in the following order of priority (to the extent funds are available therefor): 

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

(ii)to the Transferor (as agent for the Servicer) or to the Servicer, if LEAF Financial Corporation or an affiliate is no longer the Servicer, the Servicer Fee (including any accrued and unpaid amounts owing to a predecessor Servicer) then due to suchperson, together with any accrued and unpaid Servicer Fees owed to such person from prior Collection Periods; 

(iii) (a) to the Transferor (as agent for the Servicer) or to the Servicer, if LEAF Financial Corporation or an affiliateis no longer the Servicer, any Servicing Charges and (b) to the Servicer (including any accrued and unpaid amounts owing to a predecessor Servicer), any unreimbursed Collection Costs incurred by such person; 

(iv) to the Trustee, the Custodian and the Back-up Servicer, the Trustee Fees and out-of-pocket expenses, Custodian Feesand out-of-pocket expenses and Back-up Servicer Fees and out-of-pocket expenses (which includes out-of-pocket expenses due to any successor Servicer) then due, together with any unpaid Trustee Fees and out-of-pocket expenses, Custodian Fees andout-of-pocket expenses and Back-up Servicer Fees and out-of-pocket expenses from prior Collection Periods (subject to certain limitations set forth herein), and, solely from funds from the Servicer Transition Account, any unpaid Transition Costs inan amount not to exceed in the aggregate $150,000; 

(v) to the Class A Noteholders*,*the totalamount of Note Interest due and payable to such Class of Notes; 

(vi) to the Class B Noteholders, the totalamount of Note Interest due and payable to such Class of Notes; 

(vii) to the Class C Noteholders*,* thetotal amount of Note Interest due and payable to such Class of Notes; 

(viii) to the Class D Noteholders, thetotal amount of Note Interest due and payable to such Class of Notes; 

 
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(ix) tothe Class E Noteholders, the total amount of Note Interest due and payable to such Class of Notes; 

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

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

(xii) to the Class C Noteholders in reduction of principal until the Outstanding Note Balance of the Class C Notes hasbeen reduced to zero; 

(xiii) to the Class D Noteholders in reduction of principal until the Outstanding NoteBalance of the Class D Notes has been reduced to zero; 

(xiv) to the Class E Noteholders in reduction ofprincipal until the Outstanding Note Balance of the Class E Notes has been reduced to zero; 

(xv) to theTrustee, Securities Intermediary, Custodian and Back-up Servicer, any indemnification payments owed by the Issuer; and 

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

(d) On the relatedRedemption Date, the Trustee shall withdraw the sum of the applicable Redemption Price from the Collection Account, and the Paying Agent shall remit the Redemption Price to the applicable Noteholders in accordance with Section 11.03.

*Section 13.04**Reserve Account**.* (a) On the Closing Date, the Issuer shall deposit, or causeto be deposited, into the Reserve Account an amount equal to 1.50% of the Initial Discounted Pool Balance. 

(b) If on anyPayment Date, (i) amounts on deposit in the Collection Account are insufficient to reduce the Aggregate Outstanding Note Balance to an amount lower than or equal to the Discounted Pool Balance after applying clauses (i) through(xiv) of Section 13.03(c) or (ii) amounts on deposit in the Reserve Account are greater than or equal to the Aggregate Outstanding Note Balance, the Trustee will withdraw, to the extent of funds on deposit in the Reserve Account, inthe case of (i), the amount of such insufficiency or, in the case of (ii), all funds and deposit such amounts into the Collection Account to be used as Available Funds. Upon the occurrence of any Event of Default that results in acceleration of theNotes and is not waived or cured on or before the next Payment Date, all funds maintained in the Reserve Account shall be transferred to the Collection Account by the Trustee to be used as Available funds in accordance with Section 13.03(c). Onthe Stated Maturity Date, and at the option of the Issuer in connection with the redemption pursuant to Article XI, any remaining funds on deposit in the Reserve Account shall be deposited in the Collection Account to be used as Available Fundsand distributed in accordance with Section 13.03(c). 

 
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*Section 13.05Servicer Transition Account*. (a) On the Closing Date, the Issuer shall deposit, or cause to be deposited, into the Servicer Transition Account an amount equal to $150,000. 

(b) On each Payment Date following the occurrence of an Event of Servicing Termination, the Trustee shall withdraw from the ServicerTransition Account an amount equal to the lesser of (i) the Transition Costs then due and (ii) the amount that is then credited to the Servicer Transition Account, and deposit such funds in the Collection Account for the payment ofproperly invoiced Transition Costs in accordance with Section 13.03(c). 

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

*Section 13.06**Reports to the Noteholders*. (a) On each Payment Date, theTrustee will make available to each Noteholder the Monthly Servicing Report. 

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

The Trustee’s Internet website initially shall be located at www.usbank.com/abs or at such other address asshall be specified by the Trustee from time to time in writing to the Noteholders. Noteholders with questions may direct them to the Trustee’s bondholder services group at (800) 934-6802. In connection with providing access to theTrustee’s Internet website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee shall not be liable for errors in the dissemination of information in accordance with this Indenture. 

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

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

*Section 13.07**Monthly Servicing Reports*. No later than 12:00 p.m. (New York time) on each Reporting Date,the Servicer shall deliver the Monthly Servicing Report to the Trustee, the Back-up Servicer and the Rating Agency. No later than 12:00 noon (New York time) on the following Verification Date, the Back-up Servicer shall perform itsobligations and duties set forth in Section 4.05 of the Servicing Agreement and shall notify the Issuer and the Trustee of any discrepancies therein or the need for any additional information to complete such verification, and the Servicershall promptly re-issue a revised Monthly Servicing Report addressing such discrepancies and such information request which revised Monthly Servicing 

 
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Report shall supersede the prior report for purposes of making the distributions described in Section 13.03. The Monthly Servicing Report shall include the information specified in the formof Monthly Servicing Report attached to the Servicing Agreement, as such form may be modified from time to time with the consent of the Servicer, the Back-up Servicer, the Control Party. 

**ARTICLE XIV**

**PROVISIONS OF GENERAL APPLICATION**

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

*Section 14.02**Acts of Noteholders*. 

(a) Any request, demand,authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders inperson or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, tothe Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any suchinstrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which theTrustee deems sufficient. 

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

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder of any Note shall bind theNoteholder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or notnotation of such action is made upon such Note. 

*Section 14.03 Notices*. Any request, demand, authorization,direction, notice, consent, waiver or Act of Noteholders or the Control Party or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with any party hereto shall be sufficient for every purposehereunder if in writing and telecopied (with written confirmation of receipt), mailed by registered mail, overnight bonded courier or personally delivered, and addressed to the appropriate address below (or such other address as may be provided tothe other parties in writing from time to time): 

(a) to the Trustee at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota55107, telecopier number 651-495-8090, Attention: LEAF Receivables Funding 4, LLC, Equipment Contract Backed Notes, Series 2010-3; 

 
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(b) to the Custodianat 1133 Rankin Street, EP-MN-TMZD, St. Paul, MN 55116 telecopy number: 651-695-6102, Attention: LEAF Receivables Funding 4, LLC, Equipment Contract Backed Notes, Series 2010-3; 

(c) to the Servicer at 2005 Market Street, 15th Floor, Philadelphia, PA 19103, telecopy number: 215-640-6363, Attention: Miles Herman; 

(d) to the Issuer at 2005 Market Street, 15th Floor, Philadelphia, PA 19103, telecopy number: 215-640-6363, Attention: Miles Herman; 

(e) to the Transferor at 2005 Market Street, 15th Floor, Philadelphia, PA 19103, telecopy number: 215-640-6363, Attention: Miles Herman; 

(f) to the Back-up Servicer at 1310 Madrid Street, Suite 103, Marshall, MN 56258, telecopy number: 507-532-7005, Attention:Bradley Winkelman, Re: LEAF Receivables Funding 4, LLC, Equipment Contract Backed Notes, Series 2010-3; or 

(g) DBRS, Inc. at 140 Broadway, 35th Floor, New York, NY 10005, telecopy number: 212-806-3201, Attention: Chuck Weilamann, Re: LEAF Receivables Funding 4, LLC, Equipment Contract Backed Notes, Series 2010-3. 

*Section 14.04 Notices to Noteholders; Waiver*. Where this Indenture provides for notice to Noteholders of any event, suchnotice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and telecopied (with written confirmation of receipt from each addressee), mailed by registered mail, overnight bonded courier or delivered personally toeach Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case in which notice to Noteholdersis given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice which is mailed in themanner herein provided shall conclusively be presumed to have been duly given. 

Where this Indenture provides for notice inany 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 theTrustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

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

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

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

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

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

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

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

(b) The Issuerhereby agrees to the jurisdiction of any federal court located within the State of New York, and waives personal service of any and all process upon it and consents that all such service of process be made by registered mail directed to theIssuer at the address set forth in Section 14.03 hereof and service so made shall be deemed to be completed five (5) days after the same shall have been deposited in the U.S. mails, postage prepaid. With respect to the foregoing consent tojurisdiction, the Issuer hereby waives any objection based on *forumnonconveniens*, and any objection to venue of any action instituted hereunder and consents to the granting of such legal or equitable relief as is deemedappropriate by the court. 

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

 
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to bring any action or proceeding against the Issuer or its property in the courts of any other jurisdiction. 

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

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

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

*Section 14.13 Assignment*. 

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

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

 

LEAF Receivables Funding 4, LLC,

as Issuer

By:                                                                                              

Name:                                                                                         

Title:                                                                                           

U.S. Bank National Association,

as Trustee

By:                                                                                              

Name:                                                                                         

Title:                                                                                           

U.S. Bank National Association,

as Custodian

By:                                                                                              

Name:                                                                                         

Title:                                                                                           

 

**SCHEDULE I**

**CLOSING DATE CONTRACT SCHEDULE**

[See attached.] 

 
Sched. I-1

 

**SCHEDULE II**

**DEFINITIONS ANNEX**

[See attached.] 

 
Sched. II-1