Exhibit 10.13





EXECUTION VERSION







INDENTURE




between




LEAF RECEIVABLES FUNDING 2, LLC,




as Issuer,







U.S. BANK NATIONAL ASSOCIATION,




as Trustee and Custodian




Equipment Contract Backed Notes, Series 2010-1, Class A,


Equipment Contract Backed Notes, Series 2010-1, Class B,


and


Equipment Contract Backed Notes, Series 2010-1, Class C











Dated as of May 1, 2010











TABLE OF CONTENTS









PAGE


ARTICLE I DEFINITIONS

2Section 1.01
Definitions
2Section 1.02
Certain Rules of Construction
2ARTICLE II NOTE FORM
2Section 2.01
Form Generally
2Section 2.02
Multiple Classes of Notes; Form for Each Class; Rights of Each Class
2Section 2.03
Denomination
5Section 2.05
Execution, Authentication, Delivery and Dating
5Section 2.07
Issuance of Definitive Notes
5Section 2.08
Registration, Registration of Transfer and Exchange
6Section 2.09
Mutilated, Destroyed, Lost or Stolen Note
11Section 2.10
Payment of Principal and Interest; Rights Preserved
12Section 2.11
Persons Deemed Owner
13Section 2.12
Cancellation
13Section 2.13
Notices to Security Depository
13Section 2.14
Tax Treatment; Withholding Taxes
13ARTICLE III SUBSTITUTION OF CONTRACTS
14Section 3.01
Conditions Precedent to the Substitution of Contract Assets
14ARTICLE IV ISSUANCE OF NOTES; CERTAIN ISSUER OBLIGATIONS
16Section 4.01
Conditions to Issuance of Notes
16Section 4.02
Security for Notes
19Section 4.03
Review of Contract Files
20Section 4.04
Defective Contracts
21Section 4.05
Reserved
22Section 4.06
Administration of the Contract Assets
22Section 4.07
Releases
22ARTICLE V SATISFACTION AND DISCHARGE
23Section 5.01
Satisfaction and Discharge of Indenture
23ARTICLE VI DEFAULTS AND REMEDIES
24Section 6.01
Events of Default
24Section 6.02
Acceleration of Maturity; Rescission and Annulment
24Section 6.03
Collection of Indebtedness and Suits for Enforcement by Trustee
25Section 6.04
Remedies
26





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PAGE





Section 6.05
Optional Preservation of Collateral
27Section 6.06
Trustee May File Proofs of Claim
27Section 6.07
Trustee May Enforce Claims Without Possession of Notes
28Section 6.08
Application of Money Collected
28Section 6.09
[Reserved]
28Section 6.10
Unconditional Right of the Noteholders to Receive Principal and Interest
28Section 6.11
Restoration of Rights and Remedies
28Section 6.12
Rights and Remedies Cumulative
29Section 6.13
Delay or Omission Not Waiver
29Section 6.14
Control by Control Party
29Section 6.15
Waiver of Certain Events by the Control Party
29Section 6.16
Additional Rights of Class B Noteholders and Class C Noteholders
30Section 6.17
Waiver of Stay or Extension Laws
30Section 6.18
Sale of Collateral
31Section 6.19
Action on Notes
32ARTICLE VII THE TRUSTEE
32Section 7.01
Certain Duties and Responsibilities
32Section 7.02
Notice of Default and Other Events
34Section 7.03
Certain Rights of Trustee
34Section 7.04
Not Responsible for Recitals or Issuance of Notes
35Section 7.05
May Hold Notes
36Section 7.06
Money Held in Trust
36Section 7.07
Compensation and Reimbursement
36Section 7.08
Corporate Trustee Required; Eligibility
38Section 7.09
Resignation and Removal; Appointment of Successor
38Section 7.10
Acceptance of Appointment by Successor
39Section 7.11
Merger, Conversion, Consolidation or Succession to Business of Trustee
39Section 7.12
Co-Trustees and Separate Trustees
39Section 7.13
Maintenance of Office or Agency; Initial Appointment of Payment Agent
41Section 7.14
Appointment of Authenticating Agent
41Section 7.15
Appointment of Paying Agent other than Trustee; Money forNote Payments to be Held in Trust
42Section 7.16
Rights with Respect to the Servicer and Back-up Servicer
43Section 7.17
Representations and Warranties of the Trustee
43ARTICLE VIII THE CUSTODIAN
44Section 8.01
Appointment of Custodian
44Section 8.02
Removal of Custodian
45Section 8.03
Termination by Custodian
45Section 8.04
Limitations on the Custodian’s Responsibilities
45Section 8.05
Limitation on Liability
47





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PAGE





Section 8.06
Custodian Obligations Regarding Genuineness of Documents
47Section 8.07
Force Majeure
47ARTICLE IX [RESERVED]
48ARTICLE X SUPPLEMENTAL INDENTURES
48Section 10.01
Supplemental Indentures without Consent of the Noteholders
48Section 10.02
Supplemental Indentures with Consent of the Noteholders
49Section 10.03
Execution of Supplemental Indentures
50Section 10.04
Effect of Supplemental Indentures
50Section 10.05
Reference in Notes to Supplemental Indentures
50Section 10.06
Back-Up Servicer Consent
50Section 10.07
Amendments to the Lockbox Intercreditor Agreement
50ARTICLE XI REDEMPTIONS AND PREPAYMENTS OF NOTES
50Section 11.01
Redemptions of Notes
50Section 11.02
Notice to Trustee
51Section 11.03
Notice of Redemption to Noteholders
51Section 11.04
Amounts Payable on Redemption Date
52Section 11.05
Release of Contract Assets in Connection with Redemptions
52ARTICLE XII REPRESENTATIONS, WARRANTIES AND COVENANTS
53Section 12.01
Representations and Warranties
53Section 12.02
Covenants
58ARTICLE XIII ACCOUNTS AND ACCOUNTINGS
64Section 13.01
Collection of Money
64Section 13.02
Establishment of Trust Accounts
65Section 13.03
Collection Account
67Section 13.04
Reserve Account
68Section 13.05
Servicer Transition Account
69Section 13.06
Reports to the Noteholders
69Section 13.07
Monthly Servicing Reports
69ARTICLE XIV PROVISIONS OF GENERAL APPLICATION
70Section 14.01
General Provisions
70Section 14.02
Acts of Noteholders
70Section 14.03
Notices
70Section 14.04
Notices to Noteholders; Waiver
71Section 14.05
Successors and Assigns
71Section 14.06
Severability; No Waiver
71





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PAGE





Section 14.07
Benefits of Indenture Limited to Parties and Express ThirdParty Beneficiaries
72Section 14.08
Legal Holidays
72Section 14.09
Governing Law; Waiver of Jury Trial; Consent to Jurisdiction
72Section 14.10
Counterparts; Entire Agreement
72Section 14.11
Notifications
73Section 14.12
No Petition
73Section 14.13
Assignment
73





Schedule I                           Contract Schedule


Schedule II                           Definitions Annex





iv







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 Request for Release


D-2        Form of Return of Documents to Custodian


E           Form of Custodian and Trustee Certificate Re:  Substitutions


F           Form of Release Agreement Re:  Existing Indebtedness


G          [Reserved]


H          Form of Global Note Transfer Certificate


I           Form of Investor Certificate


J           Form of Substitution Certificate




v







This Indenture, dated as of May 1, 2010 (as amended, supplemented or modified from time to time, this “Indenture”), is entered into between LEAF RECEIVABLES FUNDING 2, LLC, a Delaware limited liability company, as Issuer and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee and as Custodian.






PRELIMINARY STATEMENT




The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Equipment Contract Backed Notes, Series 2010-1 (the “Notes”), issuable as provided in this Indenture.  All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders.  The Issuer and the Custodian are entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.




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






GRANTING CLAUSE




To secure the payment of the principal of and interest on the Notes in accordance with their terms, the payment of all sums payable under this Indenture and the other Transaction Documents and the performance of the covenants contained in this Indenture and the other Transaction Documents, the Issuer hereby Grants to the Trustee, solely in trust and as collateral security as provided in this Indenture, for the benefit of the Secured Parties, a security interest in all of the Issuer’s “accounts,” “deposit accounts,” “chattel paper,” “payment intangibles,” “commercial tort claims,” “supporting obligations,” “promissory notes,” “letter-of-credit rights,” “documents,” “goods,” “fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investment property,” “proceeds” (as each of the foregoing terms is defined in the UCC), rights, interests and property (whether now owned or hereafter acquired or arising), including the Issuer’s right, title and interest (whether now owned or hereafter acquired or arising) in and to and under the following:  (a) the Contracts listed on the Contract Schedule; (b) the related Contract Assets; (c)  the Assignment Agreements; (d) any rights of the Issuer under the Purchase and Contribution Agreement and the Acquisition Agreement; (e) any rights of the Issuer under the Servicing Agreement; (f) the Reserve Account, the Collection Account and the Servicer Transition Account and all amounts from time to time on deposit therein (including any Eligible Investments, investment property and other property at any time and from time to time in such accounts); (g) all amounts from time to time on deposit in the Lockbox Account with respect to the Contracts and the Equipment; (h) the interest of the Issuer in the Equipment; (i) any Insurance Policy and Insurance Proceeds and (j) all income, payments and proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, investment property and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing) (all of the foregoing being hereinafter referred to as the “Collateral”).  The foregoing Grant, transfer, assignment, set over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trustee or the Secured Parties of any obligation of the Issuer, the Servicer or any other Person in connection with the Collateral or under any agreement or instrument relating thereto.  In furtherance and not in limitation of the foregoing, the Issuer hereby assigns to the Trustee, for the benefit of the Secured Parties, all of its right, title and interest in and to all liens and security interests in any assets, and all UCC financing statements related thereto. 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, title and interest in and to the Collateral and declares that it shall maintain the Collateral in accordance with the provisions hereof.




ARTICLE I


DEFINITIONS




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




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




ARTICLE II


NOTE FORM




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




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






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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 of Exhibit 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 form of 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 the form of Exhibit C-2 attached hereto. All Notes in the same Class shall be in substantially identical form except for differences in registration information and denomination and such other variations as may be permitted by this Indenture.




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




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




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




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




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




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






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




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




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




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




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




(d)           Each Note issued under this Indenture shall be in all respects equally and ratably secured with each other Note by the Collateral Granted by the Issuer hereunder.  Each Note shall be entitled to the benefits hereof, without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture.  Notwithstanding the foregoing, all cash amounts shall be applied by the Trustee in accordance with the express provisions hereof and (I) the rights of the Holders of the Class B Notes (1) to receive payments of interest in respect of the Class B Notes on any Payment Date, on the Stated Maturity Date or on the Redemption Date shall be subordinate to the rights of the Holders of Class A Notes to receive payment of interest on the Class A Notes and to certain other payments as set forth in Section 13.03 and others entitled to receive payments thereunder and (2) to receive payments of principal in respect of the Class B Notes on




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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 other payments, as set forth in Section 13.03 and others entitled to receive payments thereunder and (II) the rights of the Holders 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 of Class 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 Notes to 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.




Section 2.03                      Denomination .  The aggregate stated principal amount of the Class A Notes that may be authenticated and delivered under this Indenture is $74,195,000, the aggregate stated principal amount of the Class B Notes that may be authenticated and delivered under this Indenture is $15,661,000 and the aggregate stated principal amount of the Class C Notes that may be authenticated and delivered under this Indenture is $2,838,000, except for Notes of the same Class authenticated and delivered upon registration of transfer, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.06, 2.08 or 10.05.  The Notes shall be issuable only as registered Notes without coupons in the denominations of at least $100,000 with respect to any Note and multiples of $1,000 for any amount in excess thereof; provided that the foregoing shall not restrict or prevent the transfer, in accordance with Sections 2.06 and 2.07, of any “stub” Note with a remaining Outstanding Note Balance of less than $100,000 with respect to any Note.




Section 2.05                      Execution, Authentication, Delivery and Dating .  The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of one of its authorized officers.  Notes bearing the manual or facsimile signatures of individuals who were at any time authorized officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices subsequent to the authentication or delivery of such Notes.




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




Section 2.07                      Issuance of Definitive Notes .  If Book-Entry Notes have been issued with respect to any Class and (a) the Issuer advises the Trustee that the Security Depository is no longer willing or able to discharge properly its responsibilities with respect to such Class and the Trustee or the Issuer is unable to locate a qualified successor,  (b) the Issuer at its option elects to terminate the book-entry system through DTC, or (c) after the occurrence of an Event of Default, Noteholders of not less than 50% of the Outstanding Note Balance of Notes of any Class advise the






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Trustee and DTC that it is no longer in the best interests of such Class to have the Notes of such Class in book-entry form, then upon surrender to the Trustee of any such Notes by the Security Depository, accompanied by registration instructions from the Security Depository for registration of Definitive Notes, the Issuer shall execute and the Trustee shall authenticate and the Note Registrar shall deliver such Definitive Notes to the applicable Noteholders.  Neither the Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. The Trustee shall recognize the Holders of such Definitive Notes as Noteholders hereunder.




Section 2.08                      Registration, Registration of Transfer and Exchange .




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




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




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




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






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




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




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




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




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




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




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




(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 as follows:




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




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






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




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




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




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




(ix)           [Reserved.]




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




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




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




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE ISSUER PURSUANT TO THE TERMS OF THE INDENTURE, 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





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THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING.  EACH TRANSFEREE ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER AND THE SERVICER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT 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 ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN (“PLAN ASSETS”) PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”) (EACH A “BENEFIT PLAN INVESTOR”), (B) IN THE CASE OF A CLASS A NOTE OR A CLASS B NOTE (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES.  THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE.  ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME, OR (C) IN THE CASE OF A CLASS A NOTE OR A CLASS B NOTE, IT HAS PROVIDED 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 INTEREST THEREIN 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 ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE.




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






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




Section 2.09                      Mutilated, Destroyed, Lost or Stolen Note .(a) If (i) any mutilated Note is surrendered to the Trustee or the Issuer, or the Trustee and the Issuer receive evidence to their reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) in the case of a destroyed, lost, or stolen Note, there is delivered to the Trustee and the Issuer such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee and the Issuer that such Note has been acquired by a bona fide purchaser and provided that the requirements of Section 8-405 of the UCC are satisfied, the Issuer shall execute and, upon a written request therefor by the Trustee and the Issuer shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of the same Class, tenor and Principal Balance, bearing a number not contemporaneously outstanding. If, after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents such original Note for payment, the Trustee and the Issuer shall be entitled to recover such new Note from the Person to whom it was delivered or any Person taking title there from, except a bona fide purchaser, and the Trustee and the Issuer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee and the Issuer, in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable in full, or shall have been called for redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered.




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




Subject to the above provisions of this Section 2.07, 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 the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.




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






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Section 2.10                      Payment of Principal and Interest; Rights Preserved .




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




(b)           The principal of each Note shall be payable on each Payment Date 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 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)(viii). 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)(ix). The installment of principal due on the Class C 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)(x).  All unpaid principal on any Note (together with interest thereon and all other amounts due and payable hereunder or in respect of the Notes) shall be due and payable in full on the Stated Maturity Date for such Note.  All reductions in the principal amount of a Note effected by payment of such installments of principal shall be binding upon all future Noteholders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note.  Principal shall be payable to Noteholders in the same Class on a pro rata basis based upon the relative Outstanding Note Balance of the Notes in such Class as of the related date of determination; providedthat, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.




(c)           The principal of and interest on the Notes, and other amounts payable to the Noteholders under Section 13.03, are payable, through the Paying Agent on behalf of the Issuer, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of such Note on the Note Register at the address of such Person as it appears on the Note Register or, at the option of any Noteholder, by wire transfer in immediately available funds to the account specified in writing to the Trustee by such Registered Holder at least 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 the United States of America as at the time of payment is legal tender for the payment of public and private debts.  All payments on the Notes shall be paid without any requirement of presentment.  The Issuer shall notify the Person in whose name a






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Note is registered at the close of business on the Record Date immediately preceding the Payment Date on which the Issuer expects that the final installment of principal of such Note will be paid.  Such notice shall be mailed no later than the tenth (10th) day prior to such Payment Date and shall specify the place where such Note may be surrendered.  Funds representing any such checks returned undeliverable shall be held in accordance with Section 7.15.  Each Noteholder shall promptly surrender its Note to the Trustee at the Corporate Trust Office or in the case of mutilated, destroyed, lost or stolen Notes, as provided in Section 2.07, upon payment of the final installment of principal of such Note.




Section 2.11                      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 any Note is registered in the Note Register as the owner of such Note for the purpose of receiving payments of principal and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Trustee, the Note Registrar, the Paying Agent or any agent of the foregoing shall be affected by notice to the contrary.




Section 2.12                      Cancellation .  All Notes surrendered to the Trustee for payment, registration of transfer or exchange (including Notes surrendered to any Person other than the Trustee which shall be delivered to the Trustee) shall be promptly canceled by the Trustee.  No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.11, except as expressly permitted by this Indenture.  All canceled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its standard practice.




Section 2.13                      Notices to Security Depository .Whenever any notice or other communication is required to be given to Noteholders of any Class with respect to which Book-Entry Notes have been issued, unless and until Definitive Notes shall have been issued to the related Noteholders, the Trustee shall give all such notices and communications to the applicable Security Depository.




Section 2.14                      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 qualify under 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 treat the Notes as indebtedness of the Issuer for all tax purposes and further agrees not to take any action inconsistent with such treatment, unless and to the extent otherwise required by any taxing authority under applicable law.




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






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




ARTICLE III


SUBSTITUTION OF CONTRACTS




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




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




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




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




(b)           By 1:00 p.m. (New York time) one (1) Business Day prior to the proposed Acquisition Date, the Custodian shall deliver to the Issuer and the Trustee an executed Custodian Certificate with respect to the Substitute Contracts to be so acquired, which certificate shall contain the final Amendment to Contract Schedule and no exceptions;




(c)           By 11:00 am (New York time) on the proposed Acquisition Date, the Partnership shall cause to be delivered the final executed Assignment Agreement, Amendment to Contract Schedule and Release Agreement along with a final executed Substitution Certificate, in each






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




A document or certificate described in clause (a) or (b) above shall be regarded as timely delivered if it is delivered by telecopy (with written confirmation of transmission) as of the applicable time described above; provided that, the originally executed copy shall be delivered by the applicable party promptly thereafter.  If the Custodian, upon examination of the Contract Files in accordance with Section 4.03(b), determines that such Contract Files do not satisfy the requirements of Section 4.03(b) or is unable to confirm that such requirements have been met by 1:00 p.m. (New York time) on the Business Day prior to the proposed Acquisition Date, the Custodian shall notify the Trustee and shall not deliver an executed Custodian Certificate pursuant to clause (b) above.




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




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






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(f)           Upon satisfaction of the conditions specified in the Transaction Documents, including this Section 3.01, and any conditions to the 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, or the Substitute Contract, and the Request for Release, release the Contract and related Contract Assets being repurchased by the Transferor or substituted for by the Partnership from the Lien of this Indenture.




(g)           In addition to the conditions specified above, at no time may the sum of (1) the aggregate Discounted Contract Balances of Substitute Contracts (as measured on their respective Cut-Off Dates) and (2) the aggregate Discounted Contract Balances of Contracts (as measured on their respective Cut-Off Dates) repurchased by the Transferor or Partnership, but excluding Contracts repurchased or substituted pursuant to Warranty Events, exceed 8.00% of the aggregate Discounted Pool Balance as of the Closing Date. The Trustee and Custodian shall have no duty to monitor the limit set forth in this Section 3.01(g).




ARTICLE IV


ISSUANCE OF NOTES; CERTAIN ISSUER OBLIGATIONS




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




(a)           receipt by the Trustee, or itsagents, of the following, in form and substance satisfactory to the Initial Purchaser, which satisfaction 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 Partnership, the Servicer and the Transferor;




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




(iii)           certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the 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 the Transferor as debtor and which are filed in the jurisdictions in which the statements referred to in clause (v)(1) below were or are to be filed, together with copies of such tax and judgment liens and financing statements (none of which, other than financing statements naming the party under the Transaction Documents to which transfers (including grants of security interests) thereunder purport to have been made, shall cover any of the property purported to be conveyed thereunder);






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




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




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




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




(4)           such other, similar instruments or documents, as may be necessary or, in the opinion of any 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 related to the initial Contract Assets, the Purchase and Contribution Agreement, this Indenture, the Servicing Agreement, the Securities Account Control Agreement, each Lienholder Nominee Agreement and the Note Purchase Agreement shall have been received by the Initial Purchaser or its agents;




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






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




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




(x)           confirmation that the Rating 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 Partnership, the Issuer, the Transferor, the Back-up Servicer, 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 the enforceability of, each of the Transaction Documents to which the Servicer, the Partnership, 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)           certificates of the Secretary or Assistant Secretary of each of the Servicer, the Partnership, 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 organizational documents of the Servicer, the Partnership, the Transferor and the Issuer (as applicable), and (b) resolutions duly adopted by the Servicer, the Partnership, the Issuer and the Transferor authorizing the execution, delivery and performance of the Transaction Documents to which it is a party and the transactions contemplated thereunder, and that such resolutions have not been amended, modified, revoked or rescinded, and (B) as to the incumbency and specimen signature of each officer executing any Transaction Documents on behalf of the Servicer, the Partnership, 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 the Servicer, the Partnership, 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 the Trustee, 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 an executed Custodian Certificate dated as of the Closing Date and certifying as to its review of the Contract Assets; and







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(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 Liens other than Permitted Liens.




Section 4.02                      Security for Notes .




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




(b)           If any change in the Servicer’s or the Issuer’s name, identity, structure or the location of its principal place of business, chief executive office or State of organization occurs, then such party shall deliver thirty (30) days’ prior written notice of such change or relocation to the Servicer, the 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 as may 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 on the Collateral.




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






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Section 4.03                      Review of Contract Files .




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




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




(c)           If any Contracts or Contract Assets to be pledged to the Trustee are Contracts or Contract Assets that at any time were subject to a Lien in favor of a Person that has held a Lien thereon, concurrently with the delivery of an Officer’s Certificate, the Issuer shall have delivered to (x) the Custodian (with a copy to the 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 maintain continuous custody of all items constituting the Contract Files in secure, fire resistant facilities in accordance with customary standards for such custody.  The Custodian makes no representations as to and shall not be responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization or genuineness of any document constituting Contract Files or of any of the Contracts or (ii) the collectibility, insurability, effectiveness or suitability of any Contract.




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




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




(g)           At its own expense, the Custodian shall maintain at all times prior to the satisfaction and discharge of this Indenture and keep in full force and effect fidelity insurance, theft of documents insurance, forgery insurance and errors and omissions insurance.  All such insurance shall be in amounts, with standard coverage and subject to deductibles, all as is customary for insurance typically maintained by banks which act as custodian of collateral substantially similar to the Collateral.  Upon at least ten (10) days’ prior written request, the Issuer and/orthe 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)           If, upon examination of any Contract File in accordance with Section 4.03 hereof, the Custodian determines that such Contract File does not satisfy the requirements described in Section 4.03(b), or is unable to confirm that such requirements have been met, the Custodian shall promptly notify the Servicer, the Partnership and the Transferor by telephone or telecopy.  If the Transferor does not satisfy the Custodian in accordance with the foregoing sentence prior to the second Business Day prior to the applicable Acquisition Date, the Custodian shall return the applicable Substitute Contract and related files to the Transferor, or as otherwise directed by the Transferor.  Notwithstanding the foregoing, if the Majority Holders approve an Exception Report and allow the inclusion of any Substitute Contract that the Custodian has identified as defective in its review under Section 4.03(b), all parties agree that such approval shall be valid only with respect to such included Substitute Contract, shall not constitute a course of dealing, and the allowance of such included Contract shall not operate as a waiver of any rights of the Trustee or any Secured Party hereunder, under the Purchase and Contribution Agreement, the Assignment Agreements or any other Transaction Documents with respect to any adverse consequence caused by such defect.




(b)           If a Responsible Officer of the Trustee, or if another party to any of the Transaction Documents, notifies the Servicer (pursuant to the Servicing Agreement), the Partnership, the Transferor, the Back-up Servicer and the Issuer of the existence of any Warranty Event, the Partnership (pursuant to the Servicing Agreement) or the Transferor (pursuant to the Purchase and Contribution Agreement) shall (i) cure the breach(es) which caused the Warranty Event or (ii) repurchase or substitute, as applicable, such Contract and related Contract Assets at the Contract Repurchase Price or for a Substitute Contract, respectively, as required in






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accordance with Section 3.03 of the Purchase and Contribution Agreement or Section 3.09 of the Servicing Agreement.  If any such Contract is substituted or repurchased by the Partnership in accordance with the provisions of the Servicing Agreement, or repurchased by the Transferor pursuant to the Purchase and Contribution Agreement, and the Trustee has received a written request in the form attached hereto as Exhibit D-1 relating thereto, the Trustee shall, upon receipt of the applicable Contract Repurchase Price, but subject to Section 4.07 hereof, return the affected Contract and related files to the Issuer (or, if the Issuer so requests, directly to the Servicer or the Transferor, as the case may be), release its interest therein and in the related Contract Assets, and such items shall no longer constitute a Contract or Contract Asset hereunder and shall be released from the Lien of this Indenture.




Section 4.05                      Reserved .




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




Section 4.07                      Releases .




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






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a written request in the form attached hereto as Exhibit D-1, and the Trustee’s confirmation that the related (i) Contract Repurchase Price has been deposited into the Collection Account or (ii) Substitute Contract has been substituted for the Contract, shall execute instruments to release a Contract from the lien of this Indenture, or convey the Trustee’s interest in the same.




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




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




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 Partnership, the Custodian and the Noteholders and (C) all other obligations of the Issuer 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 of this Indenture on the Collateral thereupon shall be released.  All Contract Files shall then include an Officer’s Certificate from the Issuer, stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with.




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






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ARTICLE VI


DEFAULTS AND REMEDIES






Section 6.01                      Events of Default .




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




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




(b)           the Issuer, Servicer, the Partnership or the Transferor shall fail to perform or observe 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 the Issuer, the Partnership 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 respect when made or deemed made and continues to be incorrect in any material respect for a period of thirty (30) Business Days after the earlier to occur of (x) the actual knowledge thereof by such Person or (y) the receipt by such Person of written notice thereof;




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




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




(f)           [Reserved];




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




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




Section 6.02                      Acceleration of Maturity; Rescission and Annulment .If an Event of Default exists, then, unless waived pursuant to Section 6.15 hereof, and in every such case, the






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




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




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




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




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




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




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




(a)           The Issuer covenants that, if an Event of Default shall occur and the Notes have been declared due and payable and such declaration has not been rescinded and annulled, the Issuer will pay to the Trustee, for the benefit of the Noteholders, the whole amount then due and







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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 Partnership, the Back-up Servicer, the Custodian, the Paying Agent and the Trustee and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of each of the Trustee, the Paying Agent and the Noteholders and their respective agents and counsel.




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




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




Section 6.04                      Remedies




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




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




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




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




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




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




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






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




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




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




(a)           to file and prove a claim for all amounts of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such other papers or documents and take such other actions, including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter as may be necessary or advisable in order to have the claims of the Trustee, the Noteholders, the 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 Trustee under Section 7.07) and of the Noteholders allowed in such judicial Proceeding;




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




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




(d)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by the Noteholders andthe 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 due to it for the reasonable compensation, expenses,






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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 of any Secured Party any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Secured Party, or to authorize the Trustee to vote in respect of the claim of any Secured Party in any such Proceeding; provided, however, that the Control Party shall be authorized to vote on all of the foregoing matters described above on behalf of the Noteholders and to consent to certain amendments as described under Section 10.02 hereof.




Section 6.07                      Trustee May Enforce Claims Without Possession of Notes .




(a)           In all Proceedings brought by the Trustee in accordance with this Indenture (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all of the Noteholders and 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 the possession of any of the Notes or the production thereof in any Proceeding relating thereto, and any such Proceedings instituted by the Trustee shall be brought with the prior written consent of the Control Party and in the Trustee’s own name as trustee of an express trust, and any recovery, whether by judgment, settlement or otherwise shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, be for the benefit of the Noteholders, as the case may be.




Section 6.08                      Application of Money Collected .  If the Notes have been declared due and payable following an Event of Default and such declaration has not been rescinded or annulled, any money collected by the Trustee with respect to the Notes and the other Transaction Documents pursuant to this Article VI or otherwise and any other money that may be held thereafter by the Trustee as security for the Notes and the other Transaction Documents shall be applied in the order set forth in Section 13.03 on the earlier of the next Payment Date and such dates as the 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 the Noteholders to Receive Principal and Interest .  Notwithstanding any other provision in this Indenture, each Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal and interest on such Note on the dates on which such principal and interest becomes due and payable and to institute any Proceeding for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.




Section 6.11                      Restoration of Rights and Remedies .  If the Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined




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adversely to the Trustee or to such Noteholder, then, and in every 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 the Noteholders shall continue as though no such Proceeding had been instituted.




Section 6.12                      Rights and Remedies Cumulative .Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.




Section 6.13                      Delay or Omission Not Waiver .  No delay or omission of the Trustee or of any Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein.  Every right and remedy given by this Article VI or by law to the Trustee or to the 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 the Trustee or exercising any trust or power conferred on the Trustee; provided that:




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




(b)           if the Trustee has reasonable grounds for believing that repayment of any funds expended or risked by it is not assured to it without an indemnity reasonably satisfactory to it against such risk or liability, such indemnity shall have been provided.




Section 6.15                      Waiver of Certain Events by the Control Party .




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




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




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




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






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




Section 6.16                      Additional Rights of Class B Noteholders and Class C 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 of any Collateral under this Article VI following the occurrence of an Event of Default, and without prejudice to any other rights of the Holders of the Class B Notes under the Transaction Documents, any one or more Holders of the Class B Notes shall initially have the 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 (other than that the Holders of such Class A Notes own such Class A Notes free and clear of any Liens created or granted by the Holder of such Class A Notes)) the entire (but not less than the entire) aggregate amount of Outstanding Class A Notes (and all associated rights, titles, claims and privileges associated therewith) for an amount (the “Class A Buyout Price”) equal to the Outstanding Note Balance of, and accrued but unpaid interest on, the Class 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 and Class C Notes written notice of the events described in clauses (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 Days of 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 right 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 free and clear of any Liens created or granted by the Holder of such Class A Notes)) the entire (but not less than the entire) aggregate amount of Outstanding Class A Notes (and all associated rights, titles, claims and privileges associated therewith) for the Class A Buyout Price.




The purchase of the 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 the Trustee.  Interest shall be calculated to but excluding the Business Day on which such purchase shall occur if the Class A Buyout Price is wired to the Trustee prior to 11:00 am New York time and interest shall be calculated to and including such Business Day if the Class A Buyout Price is wired to the 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 will not, at any time, insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.






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Section 6.18                      Sale of Collateral .




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




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




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




(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, Partnership, Trustee, Custodian, and Back-up Servicer.




(c)           Any Noteholder may bid for and acquire any portion of the Collateral in connection with a Sale thereof.  After the Trustee has received each offer to purchase all or any portion of the Collateral, the Trustee shall notify each Class B Noteholder and Class C Noteholder of the highest offer (the date of such notification, the “Collateral Purchase Notice Date”) and any one or more Class B Noteholders will initially have the right to purchase (not later than five Business Days after delivery of written notice to the Trustee 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 Notice Date, the Trustee shall notify each Class C Noteholder of the highest offer and any one or more Class C Noteholders will then have the right to purchase (not later than five Business Days after delivery of written notice to the Trustee of exercise of each right to purchase) the Collateral at the highest price there offeredIf a Noteholder submits the highest bid, in lieu of paying cash therefor, such bidder may make 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 reasonable attorneys’ 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.  The Noteholders may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law.






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




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




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




ARTICLE VII


THE TRUSTEE




Section 7.01                      Certain Duties and Responsibilities .




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




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




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




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




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




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




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




(iii)           no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds is not assured to it without an indemnity reasonably satisfactory to it against such risk or liability; 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 the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.




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




(f)           Subject to Section 7.03(e), the Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder if it has reasonable grounds for believing that repayment of any funds expended or risked by it is not assured to it without an indemnity reasonably satisfactory to it against such risk or liability, until such indemnity shall have been provided.






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




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




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




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




Section 7.02                      Notice of Default and Other Events .  Promptly upon the existence of any Default or Event of Default or Event of Servicing Termination known to the Trustee (within the meaning of Section 7.01(e)), the Trustee shall transmit by telephonic or telecopy communication confirmed by mail to all Noteholders, as their names and addresses appear 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 Issuer Order, or any writing executed by a duly authorized officer of the Issuer;




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




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






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




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




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




(h)           the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys provided that the Trustee shall not be 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 this Indenture or the Servicing Agreement or any other Transaction Document, which shall be governed by the respective agreement.




Section 7.04                      Not Responsible for Recitals or Issuance of Notes .




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






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or the proceeds thereof or of any money paid to the Issuer or upon Issuer Order or for the use or application by the Servicer of any amounts paid to the Servicer under any provisions hereof.




(b)           Except as otherwise expressly provided herein or in the other Transaction Documents, and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Contract, the perfection of any security interest (whether as of the date hereof or at any future time), the filing of any financing statements, amendments thereto, or continuation statements, the maintenance of or the taking of any action to maintain such perfection, the validity of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment, the review of any Contract (it being understood that the Trustee (in its capacity as Trustee) has not reviewed and does not intend to review the substance or form of any such Contract), the performance or enforcement of any Contract, the compliance by the Issuer, the Servicer, the Transferor or any Obligor with any 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 the Collection Account, or any loss resulting therefrom (other than losses from nonpayment of investments in obligations of U.S. Bank National Association issued in its capacity other than as Trustee or investments made in violation of the provisions hereof), the acts or omissions of the Issuer, the Servicer, the 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 the granting of a security interest in such Contract hereunder or the receipt by the Trustee of any payment relating to any Contract pursuant hereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any Contract.




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




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




Section 7.07                      Compensation and Reimbursement .  The Issuer agrees:




(a)           Solely from amounts distributed from the Collection Account pursuant to Section 13.03, to:  (i) pay the Trustee monthly its fee for all services rendered by it hereunder as






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




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




(c)           to indemnify and hold harmless the Trustee, the Custodian, the Securities Intermediary, the Back-up Servicer and their respective officers, directors, employees, representatives and agents from and against, and reimburse for, any loss, claim, obligation, action, suit liability, expense, penalty, stamp or other similar tax, reasonable costs and expenses (including reasonable attorneys’ and agents’ fees and expenses) damage or injury (to person, property or natural resources) of any kind and nature sustained or suffered by the Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer by reason 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 Issuer or any of the transactions contemplated hereby (including any violation of any applicable laws by the Issuer as a result of the transactions contemplated by this Indenture) or the participation by the Trustee, the Custodian, the Securities Intermediary and the Back-up Servicer in the transactions contemplated by the Transaction Documents, including any judgment, award, settlement, reasonable attorneys’ fees and other expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that, the Issuer shall not indemnify the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer if such loss, liability, expense, damage or injury is due to the Trustee’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 all amounts payable in respect of such indemnity shall be payable by the Issuer solely from the amounts distributed pursuant to Section 13.03 or released from the Lien of this Indenture.  The provisions of this indemnity shall run directly to and be enforceable by an injured person subject to the limitations hereof and the provisions of this Section 7.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee, the Custodian, the Securities Intermediary or the Back-up Servicer.




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






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Section 7.08                      Corporate Trustee Required; Eligibility .  There shall at all times be a trustee hereunder, who shall be the Trustee, which shall:  (a) be a banking corporation or association organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and having an office within the United States of America; and (b) have a commercial paper or other short-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 the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.




Section 7.09                      Resignation and Removal; Appointment of Successor .




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




(b)           The Trustee may resign at any time by giving thirty (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 such notice 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, if any, as it may deem proper and may prescribe, appoint a successor Trustee.




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




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




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




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




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






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(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 shall promptly 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, then the Control Party may appoint a successor Trustee.  No removal or resignation of the Trustee shall become effective until the acceptance of the appointment of a successor Trustee 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 and each appointment and acceptance of appointment of a successor Trustee with respect to the Notes.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.




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




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




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




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






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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 to appoint, 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 approved by 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 power to make such appointment.




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




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




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




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




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






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




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




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




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




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






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An Authenticating Agent may resign at any time by giving written notice thereof 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 of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and, 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 Agent will serve, as their names and addresses appear in the Note Register.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.




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






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




U.S. Bank National Association, as TrusteeBy:As Authenticating AgentBy:Authorized Officer





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




If, at the request of the 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 the provisions of this Section, such Paying Agent will:





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




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(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 any payment of principal or interest; and




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




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




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




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




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




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




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




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




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




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




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




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





ARTICLE VIII


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 and agrees to act as Custodian on behalf of the Secured Parties to maintain exclusive custody of the Contract Files in order to perfect the ownership interest of the Issuer in the Contracts and the security interest of the Secured Parties in the Contracts and the other items in the Contract Files and any and all proceeds of the foregoing; provided that from and after the release or discharge of the Secured Parties’ lien in and to the Contracts and the other items in the Contract Files and any and all proceeds of the foregoing, the Custodian shall serve as exclusive agent and custodian of the Issuer with respect to the Contract Files.






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




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




Section 8.04                      Limitations on the Custodian’s Responsibilities .




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




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




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




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




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




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




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






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




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




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




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




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




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




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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 evidenced by 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 requiring the consent of all affected Noteholders as described in Section 10.02 hereof:




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




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




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




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




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




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





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






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(c)           Promptly after 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 the Majority 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 manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture (other than as provided in Section 10.01 hereof); provided, however, that no such amendment or supplemental indenture shall become effective without 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 computing principal of, or any installment of interest on, any Note, or change the principal amount thereof or the applicable Note Rate thereof or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment; or




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




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




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




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




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




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






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Promptly after the execution by the Issuer, the Servicer,andthe 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-up Servicer and each Noteholder a copy of such supplemental indenture.




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




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




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




Section 10.06                                Back-Up Servicer Consent . 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 be unreasonably 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 is expected may have, a material adverse effect on the Back-Up Servicer or any successor Servicer.




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





ARTICLE XI


REDEMPTIONS AND PREPAYMENTS OF NOTES




Section 11.01                                Redemptions of Notes .






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(a)           Optional Redemption.  The Issuer shall have the right, subject to the terms hereof, to redeem, in whole but not in part, all Outstanding Notes prior to the Stated Maturity Date on any Payment Date on which the Aggregate Outstanding Note Balance, after giving effect to the payments to be made on such Payment Date, is less than or equal to ten percent (10%) of the Aggregate Initial Note Balance issued under this Indenture.  In connection with any such redemption of all Outstanding Notes, the Issuer shall set the Redemption Date and give notice thereof in writing to the Trustee pursuant to Section 11.02.  Installments of interest and principal due on or prior to the Redemption Date shall continue to be payable to the Holders of the Notes called for redemption as of the relevant Record Dates according to their terms and the provisions of Section 2.09 hereof.  The election of the Issuer to redeem any Notes pursuant to this Section shall be evidenced by a written notice from the Issuer directing the Trustee to make the payment of the Redemption Price on all of the Notes to be redeemed from monies deposited with the Trustee pursuant to Section 11.02 hereof.




Section 11.02                                Notice to Trustee .  In the case of the redemption pursuant to Section 11.01 hereof, (a) the Issuer shall, at least 15 days prior to the Redemption Date, notify the Trustee and the Holders of the Notes in writing of the Issuer’s election to cause a redemption of the Notes; (b) the Issuer shall deposit in the Collection Account on the Business Day immediately preceding the Redemption Date the amounts described in Section 11.02(c); and (c) the Issuer shall deliver an Issuer Order directing the Trustee tomake payment of the sum of (A) the Redemption Price plus, (B) all other amounts that are due or will be due to the Noteholders, the Partnership, the Trustee, the Securities Intermediary, the Custodian, the Back-up Servicer andthe Servicer under the Transaction Documents.  Upon delivery to the Trustee, the Noteholders, the Custodian, the Paying Agent,andthe 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 Section 11.01(a) have been satisfied, the Trustee shall promptly release its interest in the entire Collateral as provided in Section 11.05.




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




All notices of redemption shall state:




(a)           the Redemption Date;




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




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






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




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




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




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




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




Section 11.05                                Release of Contract Assets in Connection with Redemptions .




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





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






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ARTICLE XII


REPRESENTATIONS, WARRANTIES AND COVENANTS




Section 12.01                                Representations and Warranties .




The Issuer hereby makes the following representations and warranties for the benefit of the Trustee, the Custodian and the Secured Parties on which the Trustee relies in accepting the Collateral in trust and in authenticating the Notes.  Except as specifically provided 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.




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




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




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




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






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




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




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




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




(i)           Owners of the Issuer.  LEAF Capital Funding III, LLC owns one hundred percent (100%) of the Equity Interest in the Issuer, and such Equity Interest is duly authorized, validly issued, fully paid for and non-assessable by the Issuer.




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





(k)           The Contract Assets.  The rights of the Issuer with respect to the representations and warranties that are made by the Transferor in Section 3.01 of 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 such representations and warranties except for such inaccuracies as have been provided in writing to the Trustee.






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




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




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




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




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




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




(r)           Rating Agency Perfection Requirements as to Collateral.




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




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




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






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




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




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




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




(8)           In the event that the sale of a Contract by the Transferor to the Issuer under the Purchase and ContributionAgreement and 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 any additional administrative requirements under the laws of the state in which such Motorized Titled Equipment is located, to assign the ownership of such Motorized Titled Equipment to the Issuer or to perfect a security interest in such Motorized Titled Equipment (and the proceeds thereof) in favor of the Trustee, for the benefit of the Secured Parties, the parties hereto agree that (i) the designation of the Servicer (or its nominee) or the Acquirer (or its nominee) under a Lienholder Nominee Agreement, to be executed within 180 days following the first day of inclusion of such Contract secured by such Motorized Titled Equipment in the calculation of the Discounted Pool Balance, as the lienholder on the certificate of title with respect to such Motorized Titled Equipment, is in its capacity as agent of the Issuer and the Trustee, for the benefit of the Secured Parties, as their interests may appear, and (ii) such designation shall be sufficient until such notations are made or additional administrative requirements are fulfilled.






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




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




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




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






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(a)           No Liens.  Except for the conveyances and grant of security interests hereunder, the Issuer will not sell, pledge, assign, convey, dispose of or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Collateral now existing or hereafter created, or any interest therein prior to the termination of this Indenture pursuant to Section 5.01; the Issuer will notify the Trustee in writing of the existence of any Lien on any of the Collateral immediately upon discovery thereof; the Issuer shall promptly discharge (or cause to be discharged) any Lien (other than Permitted Liens) on the Collateral; and the Issuer shall defend the right, title and interest of the Trustee in, to and under the Collateral now existing or hereafter created, against all claims of third parties claiming through or under the Issuer; provided that nothing in this Section 12.02(a) shall prevent or be deemed to prohibit the Issuer from suffering to exist upon any of the Equipment any Liens for municipal or other local taxes and other governmental charges due from the Issuer if such taxes or governmental charges shall not at the time be due and payable or, if the Issuer shall currently be contesting the validity thereof in good faith by appropriate proceedings, nonpayment of such taxes or charges shall not pose any risk of forfeiture of such Equipment, and the aggregate amount at dispute shall not be greater than $50,000.00, unless the Control Party otherwise approves.




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




(c)           Notice of Default, 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 Servicing Termination, a written notice describing its nature and period of existence and what action is being taken or proposed to be taken with respect thereto.




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






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




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




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




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




(i)           Separateness Covenants.  The Issuer (i) shall not engage in any other business than (A) the acquisition, ownership, selling and pledging of the property acquired by it pursuant to the Purchase and Contribution Agreement, any Assignment Agreement, the Servicing Agreement and this Indenture and causing the issuance of, receiving and selling the Notes issued pursuant to this Indenture, (B) the exercise of any powers permitted to limited liability companies under Delaware law which are incidental to the foregoing or necessary to accomplish







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 the foregoing and are not prohibited by the terms of its certificate of formation, its limited liability company agreement or the other Transaction Documents; (ii) will hold such appropriate meetings of its board of managers or distribute appropriate unanimous consents in lieu of a meeting as are necessary to authorize all of the Issuer’s actions that are required by law to be authorized by the board of managers, keep minutes of its meetings and otherwise observe all other customary corporate formalities; (iii) will (A) maintain its books and records separate from the books and records of any other entity, (B) maintain separate bank accounts and no funds of the Issuer shall be commingled with funds of any other entity except as otherwise permitted in the Lockbox Intercreditor Agreement, (C) keep in full effect its existence, rights, privileges, licenses and franchises as a limited liability company under the laws of its applicable state of organization, and will obtain and preserve its “qualification to do business” as a foreign limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, (D) cause its managers and officers to act independently and in its interests, (E) cause its board of managers to duly authorize all of its corporate actions and (F) observe all company procedures required by its organizational documents and applicable laws; and (iv) will not (A) dissolve or liquidate in whole or in part, (B) own any subsidiary or lend or advance any moneys to, or make an investment in, any Person, (C) incur any debt in connection with or make any capital expenditures, (D)(1) commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3) make a general assignment for the benefit of creditors, or (4) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing, (E) make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or its capability of doing so, or otherwise), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person other than as specifically provided for in the Transaction Documents, (F) merge or consolidate with any other Person, (G) engage in any other action that bears on whether the separate legal identity of the Issuer will be respected, including (1) holding itself out as or permitting itself to be held out as being liable for the debts of any other Person or (2) acting other than in its name and through its duly authorized officers or agents, (H) create, incur, assume, or in any manner become liable in respect of any indebtedness other than the Notes, expenses associated with the Closing Date, trade payables and expense accruals incurred in the ordinary course of business in an amount less than $12,300 at any one time outstanding and which are incidental to its permitted activities, and as provided in or under the Transaction Documents, (I) sponsor or contribute, or contract to or incur any other obligation to contribute to any Pension Plans, or (J) enter into or become party to any agreements or instruments other than the Transaction Documents or any documents or instruments executed pursuant thereto and in connection therewith.  So long as any Notes remain Outstanding or any other amounts are owed under the Transaction Documents, the Issuer shall not amend its organizational documents without the prior written consent of the Control Party and prior written notice to 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 be held 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






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Transaction Documents and on an arm’s-length basis.  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 that the Issuer is a separate corporate entity with its own separate creditors who, in any liquidation of the Issuer, will be entitled to be satisfied out of the Issuer’s assets prior to any value in the Issuer becoming available to the Issuer’s equity holders.  The Issuer will not act in any other matter that could foreseeably mislead others with respect to the Issuer’s separate identity.  Without the prior written consent of the Control Party, the Issuer will not, nor will it permit or allow others to, amend, modify, terminate or waive any provision of any Contract Assets, except to the extent otherwise expressly permissible under the Transaction Documents.  Notwithstanding the foregoing, the Servicer may, without the prior written consent of the Control Party, waive any assumption fees, late payment charges, charges for checks returned for insufficient funds, or other fees which may be collected in the ordinary course of servicing the Contracts.  The Issuer shall take such actions as the Trustee (at the direction of the Control Party) shall request to enforce the Issuer’s rights under the Contracts, and, at any time during which a Default shall have occurred and be continuing, shall take such actions as are necessary to enable the Trustee (at the direction of the Control Party) to exercise such rights in the Trustee’s own name.  On or before 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’s Certificate confirming that the Issuer is in compliance with its obligations under this Section 12.02(i).




(j)           Directors.  The Issuer agrees that at all times, at least one (1) of the directors of the Issuer will be professional directors that are not, and have not been, a director, shareholder, officer or employee of any direct or ultimate parent or Affiliate of the 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 assets owned by the Issuer for purposes of all federal, state and local income taxes, unless and until otherwise required by an applicable taxing authority.




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




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





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






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




(p)           [Reserved.]




(q)           Use of Proceeds.  The proceeds from the sale of the Notes may be used by the Issuer solely to pay to or on behalf of the applicable assignor, the Purchase Price owed to it in accordance with the Assignment Agreement for the purchase of Contract Assets, and to pay expenses owed to the Noteholders, the Trustee, the Custodian, the Servicer 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 a violation of Section 7 of the Securities and Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including Regulations T, U and X of the Board of Governors of the Federal Reserve System.  The Issuer does not own or intend to, and none of the proceeds from the Notes will be used to, carry or purchase any margin securities originally issued by it or any “margin stock” within the meaning of said Regulation U.




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




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






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(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 Issuer shall 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, without limitation 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 Transaction Document, (b) in the ordinary course of conducting the Issuer’s permitted activities and (c) upon fair and reasonable terms no less favorable to the Issuer than it would obtain in a comparable arm’s-length transaction.




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




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




ARTICLE XIII


ACCOUNTS AND ACCOUNTINGS




Section 13.01                                Collection of Money . Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to this Indenture.  The Trustee shall, upon request from the Servicer, provide the Servicer with sufficient information regarding the amount of collections with respect to the Contract Assets and the other Collateral received by the Trustee in any accounts held in the name of the Trustee to permit the Servicer to perform its duties under the Servicing Agreement.  The Trustee shall hold all such money and property so received by it as part of the Collateral and shall apply it as





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 provided in this Indenture.  If any Contract becomes a Defaulted Contract, the Trustee, upon the request of the Issuer or the Servicer, may, and upon the request of the Control Party shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings.  Any such action shall be without prejudice to any right to deem a Contract a “Defaulted Contract” for purposes of the Transaction Documents and to claim a Default or Event of Default under this Indenture and to proceed thereafter as provided in Article VI.




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




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




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




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






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




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






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




(b)           By no later than 1:00 p.m. (New York time) on each Payment Date, after making all transfers and deposits to the Collection Account pursuant to Section 13.03, Section 13.04(b), and Section 13.05, the Trustee shall withdraw from the Collection Account all Available Funds with respect 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 shall withdraw 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 Partnership, Servicer, Back-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)(x), (y) the Trustee shall distribute such funds in order to make such payments to the appropriate Persons and (z) upon subsequent receipt of the Monthly Servicing Report, or such other information as may be required by the Trustee, the Trustee shall pay each such other amounts set forth below, all as set forth in the Monthly Servicing Report or in such other information delivered to the Trustee; provided further that amounts deposited in the Collection Account in accordance with Section 11.02(b) shall be disbursed in accordance with Section 11.04 and not this Section 13.03;




(c)           On each Payment Date, whether or not an Event 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 therein from the Reserve Account and the Servicer Transition Account) in the following order of priority (to the extent funds are available therefor):




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




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





(iii)           (a) to the Partnership, (if LEAF Financial is still the servicer) or to the Servicer, if a LEAF Financial affiliate is 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 Fees and 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 and out-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 in an amount not to exceed in the aggregate $150,000;






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(v)             to the Class A Noteholders, pro rata,the total amount of Note Interest due and payable to such Class of Notes;




(vi)            to the Class B Noteholders, pro rata, the total amount of Note Interest due and payable to such Class of Notes;




(vii)           to the Class C Noteholders, pro rata, the total amount of Note Interest due and payable to such Class of Notes;




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




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




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




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




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




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




Section 13.04                                Reserve Account .  (a) On the Closing Date, the Issuer shall deposit, or cause to be deposited, into the Reserve Account an amount equal to 1.90% of the Initial Discounted Pool Balance.




(b)           If on any Payment 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 (x) 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, in the 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 the Notes and is not waived or cured on or before the next Payment Date, all funds maintained in the Reserve Account shall be transferred to the Collection Account.  On the Stated Maturity Date, and at the option of the Issuer in connection with the redemption pursuant to Article XI, any remaining funds on deposit in the Reserve Account shall be deposited in the Collection Account and distributed in accordance with Section 13.03(c).






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




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




(c)           On the 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 Servicer Transition Account shall be deposited in the Collection Account and distributed in accordance with Section 13.03(c).




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




The Trustee will make the Monthly Servicing Report 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, but only with the use of a password provided by the Trustee or its agent to such Person.  The Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility for the contents thereof.




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




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




(b)           At least annually, or as otherwise required by law, the Servicer shall prepare or cause to be prepared, and the Trustee shall distribute to the Noteholders, 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 its obligations and duties set forth in Section 4.05 of the Servicing Agreement and shall notify the Issuer andthe Trustee of any discrepancies therein or the need for any additional information to complete such verification, and the Servicer shall promptly re-issue a revised Monthly Servicing Report addressing such discrepancies and such information request which revised Monthly Servicing 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 form of Monthly Servicing Report attached to the Servicing Agreement, as such form may be modified from time to time with the consent of the Servicer, the Back-up Servicer, the Control Party.




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ARTICLE XIV


PROVISIONS OF GENERAL APPLICATION




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




Section 14.02                                Acts of Noteholders .




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




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




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




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




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




(a)           to the Trustee at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107, telecopier number 651-495-8090, Attention:  LEAF Receivables Funding 2, LLC, Equipment Contract Backed Notes, Series 2010-1;






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(b)           to the Custodian at 1133 Rankin Street, EP-MN-TMZD, St. Paul, MN 55116 telecopy number:  651-695-6102, Attention:  LEAF Receivables Funding 2, LLC, Equipment Contract Backed Notes, Series 2010-1;




(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 Back-up Servicer at 1310 Madrid Street, Suite 103, Marshall, MN 56258, telecopy number:  866-806-0775, Attention:  Joseph Andries, Re:  LEAF Receivables Funding 2, LLC, Equipment Contract Backed Notes, Series 2010-1; or




(f)           DBRS, Inc. at 140 Broadway, 35th Floor, New York, NY 10005, telecopy number: 212-806-3201, Attention: Chuck Weilamann, Re: LEAF Receivables Funding 2, LLC, Equipment Contract Backed Notes, Series 2010-1.




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




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




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




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




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






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




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




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




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




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




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






- 72 -




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




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




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




Section 14.13                                Assignment .




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




- 73 -





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 2, LLC,

as IssuerBy:
/s/ Robert K. MoskovitzName:  Robert K. MoskovitzTitle:  Chief Financial Officer




U.S. Bank National Association,

as TrusteeBy:
/s/ Diane L. ReynoldsName:  Diane L. ReynoldsTitle:  Vice President


U.S. Bank National Association,

as CustodianBy:
/s/ Diane L. ReynoldsName:  Diane L. ReynoldsTitle:  Vice President




Indenture










SCHEDULE I




CLOSING DATE CONTRACT SCHEDULE




[See attached.]






Contract #
Customer Name033-8036547-001
KOSTKA ENTERPRISES, INC.033-8038626-001
KAB III, INC.033-8038921-001
E.M. PIZZA, INC033-8030774-001
PRAIRIE PIZZA, INC.033-8038006-001
PMHS, LLC033-8032736-001
LANCASTER ENTERPRISES, INC.033-8037365-001
SOLARA HOSPITAL HARLINGEN, L.P033-8032432-001
HARLEM BOWLING CENTER, LLC033-8037877-001
JOHN J. GAUTHIER AND JILL GAUT033-8036208-001
MABES PIZZA CORPORATION033-8036347-001
BOJWEE, LLC033-8036143-001
JIM MASSEY, INC.033-8039073-001
TABOR CLIPS, INC033-8035315-002
PIEDLOW, INC033-8037671-900
KB PIZZA, INC033-8039153-001
DASH CLEANERS, INC033-8036777-001
VILLAGE ROAD, INC.033-8036403-006
VAN DE POL ENTERPRISES, INC.033-8032609-001
GLASS FAMILY PIZZA, INC.033-8033578-001
AMADOR SURGERY CENTER, INC.033-8031140-903
SOUTHERN GULF EQUIPMENT RENTAL033-8032368-901
CARL D. JOHNSON033-8034574-901
BW PASSION, LLC033-8033371-001
WINDS ALOFT, LLC033-8031088-901
ASR PIZZA INC.033-8038982-001
TEAM ANTIOCH PIZZA, LLC.033-8036860-001
AHMED INTERNATIONAL, INC033-8034685-901
OMEGA EQUIPMENT RENTALS, INC.033-8038508-001
IMAGE TECHNOLOGY LABORATORIES,033-8038502-001
WEST LAWRENCE CARE CENTER, LLC033-8036003-001
BUCK'S, INC.033-8037185-001
BC PIZZA, INC033-8027530-001
SCRIPTS PLUS, INC.033-8027410-001
RJS PIZZA, INC033-8039034-001
REB OIL OF ALABAMA LEASING, IN033-8031451-001
NRJM 2, INC033-8034101-001
LAKHANI COMMERCIAL CORP.033-8039561-001
WARE OIL & SUPPLY COMPANY, INC033-8032599-001
JMP PIZZA, INC033-8035915-002
ROTTINGHAUS COMPANY, INCORPORA
  
  
 033-8035261-001
D & D PIZZA, INC033-8037623-001
OSA STRATEGIC ASSETS, LLC033-8038510-005
TSK HOLDINGS, LLC033-8033423-002
NORTHEAST TAN LLC033-8032942-002
JAI SHRI RAM HOSPITALITY GROUP033-8035493-901
SATER, INC.033-8039046-001
CCNC PIZZA, INC.033-8037236-001
NEW ERA 2000, INC.033-8039496-001
BERNER OIL CO., INC.033-8038892-001
EMERY MEDICAL SOLUTIONS, INC.033-8039205-002
HEAVEN SCENT PIZZA, LLC033-8039577-002
SCJM2, LLC033-8036046-001
DDND, LLC033-8039066-001
RISVOLD'S, INC.033-8036438-001
WORLD'S GREATEST AIRCRAFT COLL033-8036124-002
GEYER HOLDING COMPANY033-8036538-003
ROTTINGHAUS COMPANY, INCORPORA033-8036383-002
M & G PIZZA ENTERPRISES, INC.033-8031664-001
MUTUAL, INC033-8038010-001
PHILLIPS OIL, INC.033-8029000-001
THOMAS J. POWERS DDS033-8039406-001
TRIAL BY FIRE, LLC033-8030187-002
GLENWOOD DONUTS LLC033-8038454-001
WALLINGFORD BOWL, INC.033-8037155-003
EMERGENCY SYSTEMS SERVICE COMP033-8039579-008
VAN DE POL ENTERPRISES, INC.033-8037503-901
KALI,L.L.C.033-8039369-001
ALLFAM, INC.033-8037453-002
PALM BEACH TAN, INC.033-8038514-003
PALM BEACH TAN, INC.033-8036044-002
BAY HARBOR MRI, INC.033-8036920-001
FAMCO ENTERPRISES, LP033-8036610-001
RESTAURANT CONCEPTS, LLC033-8035829-001
PIZZA DOUGH, LLC033-8036826-001
BOISE PIZZA, INC.033-8036351-001
OSCAR GONZALEZ033-8029854-001
NORTHEAST TAN LLC033-8034238-001
CENTER #2950033-8035487-001
AMER'S PIZZA, LLC.033-8038949-001
ALL IN PIZZA, LLC033-8037924-001
REB OIL OF GEORGIA, INC.033-8038924-002
GREAT TEXAS PARTNERS, LP
  
  
 033-8032430-001
BIG CHEESE, LLC. (THE)033-8037521-002
SOUTH FLORIDA PIZZA, LLC033-8035067-003
I'M PIZZA, INC.033-8038906-002
JOHN J. GAUTHIER AND JILL GAUT033-8035879-001
LIVE, INC033-8038267-001
PARS MARGATE, LLC033-8029074-001
HANOVER, LLC033-8036482-001
RANDY BURKE033-8037174-001
M OF ROCKAWAY, L.L.C.033-8031921-001
SDI, CARROLLTON, TN, LLC033-8035843-001
TNT INDUSTRIES, LLC033-8036391-004
SOUZA BUTANE-PROPANE, INC.033-8038670-001
TRENT W. SMALLWOOD, D.D.S., P.033-8028712-004
SVI, LLC033-8038522-003
T & D SERVICES, INC033-8038552-002
TNT CLIPS, INC.033-8028711-003
SVI, LLC033-8028558-001
LYKINS C-STORE, INC.033-8036723-001
RX DENVER FOOD, LLC033-8034073-001
BENGAL RENAISSANCE GROUP, INC.033-8036780-001
TFAM, LLC033-8032724-001
LNP PIZZA, LLC.033-8032538-001
DAVID MOTOR AND SCRAP COMPANY,033-8031088-001
SPB PIZZA, INC.033-8033216-001
EAGLE ROCK ESCAPE, INC.033-8035621-001
HOLLIS ESTABLISHMENTS, INC.033-8033682-001
HT VENTURES, INC.033-8029942-001
DEBEST PIZZA, INC.033-8037284-001
HHS CONSTRUCTION, INC.033-8029895-001
GOLDEN VALLEY PIZZA, LLC.033-8036997-001
MOE'S COCONUT POINT, LLC033-8038121-001
MICHIGAN FUELS, INC.033-8035690-001
CORNING FAMILY ENTERTAINMENT CENTER, INC033-8034281-001
TAP INVESTMENTS, LLC033-8035263-001
CASEY'S FOODS, INC.033-8037621-001
FULLER'S DOMINO'S PIZZA LLC033-8031806-001
SDI HAZEL GREEN, TN, L.P.033-8038913-001
AVALON SHUTTERS, INC.033-8036413-001
MOE'S AIRPORT ROAD, LLC033-8038748-001
BLUEBONNET PIZZA, INC.033-8035766-004
WYATT COMPRESSOR SERVICE, INC.033-8033375-003
DJL, LLC
  
  
 033-8037312-002
EARTH TECH ENTERPRISES, INC.033-8031565-001
QUICK CLIPS OF ARIZONA, INC.033-8038926-002
LITTLE OIL COMPANY, INC.033-8038034-002
JMP PIZZA, INC033-8033538-001
ROSLYN AESTHETIC LASER MANAGEM033-8039538-001
SUSAN A. BOLLINGER, D.D.S.,INC033-8031782-001
SDI SILER CITY, LLC033-8039416-003
PLUMED HORSE GROUP, LLC033-8029141-001
BRIA FAMILY, INC.033-8038261-001
ANDIS ENTERPRISES, INC.033-8037851-001
EDUARDO M. GABUTEN, D.M.D., IN033-8037666-001
EAGLE TREE PIZZA, INC033-8037052-002
BENGAL RENAISSANCE GROUP, INC.033-8038299-001
CLASSY CLIPPERS INC033-8037813-001
GUARANTEED AUTO & TRUCK PARTS033-8037959-001
MINHAS CORPORATION033-8029939-001
TWOMAYS, INC.033-8038064-001
KING BOWL, INC.033-8030373-001
GREAT TEXAS PARTNERS, LP033-8034230-001
TAB FOODS, L.L.C.033-8032166-001
MICHCOLO WEST LLC.033-8038862-001
PEACH STATE PIES INC033-8033529-002
LG GROUP INC (THE)033-8031367-001
PANDAR, INC.033-8039135-001
WATERFALL COUNTRY CLUB, LLC033-8037089-001
TNT CLIPS, INC.033-8031423-001
LONGITUDE, INC.033-8035744-003
DESERT CAESARS EMPIRE, INC.033-8034548-002
SPB PIZZA, INC.033-8030111-001
MARKOS, INC.033-8035980-002
CAR CRAFTERS, INCORPORATED033-8037662-001
CROWN POINT ENTERPRISES, INC.033-8034080-901
SUNSATIONS, INC033-8037913-001
PETER M. MASONE, P.A.033-8036435-001
SOUTH AUSTIN TLG, LLC.033-8036461-001
277 FOREST MEZZANINE, LLC033-8028956-001
RAINMAKERS OF SOUTH CAROLINA,033-8035490-001
S & L PIZZA, INC.033-8034712-901
TOWER RESTAURANT, L.P.033-8036219-001
CLARK-OVIEDO, LLC033-8032739-001
MOMATT CORPORATION033-8039282-001
GENTLE GIANT STUDIOS, INC.
  
  
 033-8037488-002
PACIFIC TRANS ENVIRONMENTAL SE033-8027223-901
AMERICAN EQUIPMENT RENTAL AND SALES, INC033-8039517-001
PERCEPTIONAL PRODUCTION, INC.033-8036406-001
MA AMBE, LLC.033-8037587-001
OCEAN ISLAND PIZZA, INC.033-8035628-001
PETER M. JAMIESON, M.D.,P.C.033-8036212-001
KNB RESTAURANTS, INC.033-8038832-001
KEVIN D. REED, DDS033-8032593-002
DICK JORDAN, INC033-8036887-001
MARION STREET PARTNERS, LLC033-8037457-001
SERIOUS GRIPPAGE & LIGHT CO.033-8039682-001
LEON V. SIOMKA, DDS, MS033-8032841-001
BELLE RAYE' HAIR DESIGN AND SP033-8035419-001
SCHLOTE ENTERPRISES, INC033-8037601-001
WHITEMARSH CONTINUING CARE RET033-8039216-006
NICKELL EQUIPMENT RENTAL & SAL033-8035597-001
KSG.INCORPORATED,033-8037302-001
JEFFERY S. KAHLER, DDS033-8028805-001
3034 NAMPA, LLC033-8036033-001
SHRI GANESH, LLC033-8038400-001
GRAPEVINE PRODUCTIONS LLC033-8037337-001
SCJM2, LLC033-8030376-001
H & S AUTO ENTERPRISES, INC.033-8038371-001
HYDRO, INC.033-8038447-001
SACHIDANAND, LLC033-8029315-002
DESERT CAESARS EMPIRE, INC.033-8037889-001
ASSAF, INC.033-8038811-001
TAILWIND ADVANTAGE, LLC033-8038466-001
MARP LIMITED, LLC033-8033499-001
DEPALMA PIZZA, INC.033-8036569-001
MOHAMMAD ZALMAIYAR033-8036214-001
HOLLYWOOD LIMOUSINE OF BREVARD033-8036939-001
SINH T. TA, DDS.033-8036119-001
EMAN CORP.033-8037725-001
ATLAS TRAFFIC CONSULTANTS CORP033-8033320-002
KOALA TANS LLC033-8037325-001
LAURISUN GROUP, LLC033-8037841-001
A&S MANAGEMENT GROUP, INC.033-8039386-001
PMIL NORMAL, LLC033-8037769-002
AUSTIN SALES INC033-8036954-001
E & G FAMILY DENTISTRY, INC.033-8038560-001
SHREE RAM INVESTMENTS, INC.
  
  
 033-8038040-001
MOUNTAIN HOME INN LTD033-8038260-001
PAWPRINTS ANIMAL WELLNESS, INC033-8035115-002
USAG PETRO, LLC033-8038806-001
LAUNDROMATS, INC. (THE)033-8029220-001
JRCF INC.033-8031182-001
JIMMY D'S PIZZA, INC033-8038547-001
LOUIS C ROSS, DDS, PC033-8038656-001
PATRICK A. PALMA, DMD033-8033937-001
RADIANCE MEDSPA OF TAMPA BAY033-8036681-002
CAROLINA NORTH CHECK033-8028890-001
OUR DREAM PIZZA, INC.033-8036876-001
D ENTERPRISE, INC., ROBERT033-8032038-001
PGT, INC.033-8033774-002
CVR RENTALS, INC.033-8037487-001
QUALITY PAVING & PATCHING, LLC033-8033182-001
ELISCER GUZMAN, M.D.033-8037233-005
CENTRAL PENNSYLVANIA RENTALS,033-8033376-002
FOUR SCOOPS, LLC033-8037691-002
SOUTHERN CLIPPERS, INC.033-8039136-001
CARSON CONNECTIONS, INC.033-8036790-001
GERALD ROBERTSON ENTERPRISES033-8031794-001
HARTSCHUH ENTERPRISES, INC.033-8034418-001
PLANET BEACH FRANCHISING CORP033-8035978-001
WRIGHT CUT, INC. (THE)033-8037918-001
NUME SALON AND SPA, LLC033-8028604-001
B & B PRETZELS, INC.033-8039348-001
ROASTED STONE, INC.033-8031647-001
BJISAAC LLC033-8036397-001
STACIE TEIXEIRA033-8038604-001
SALEM FOUR POINTS, INC.033-8031789-001
GUERNSEYS, INC.(THE)033-8037387-001
SOUTH SHORE PIZZA, INC.033-8032174-001
NV MANAGEMENT, INC.033-8030753-001
PLATINUM FOODS OF AMERICA, INC033-8039131-001
FRONTIER STALL & TENT RENTAL,033-8039254-001
ABSUM, INC.033-8032464-001
AMS PIZZA, LLC033-8029015-001
HARRISON ENTERPRISES, INC.033-8034845-001
NATUREWERKZ, INC.033-8029804-001
LCM VENTURES, INC.033-8035200-001
DC INDUSTRIES, INC.033-8027910-001
3031 WEST VALLEY, LLC
  
  
 033-8039307-001
STEVEN M. JACOBS, P.C.033-8039142-002
SHIP'S CLIP, LP033-8039143-003
SHIP'S CLIP, LP033-8039144-004
SHIP'S CLIP, LP033-8039145-005
SHIP'S CLIP, LP033-8039146-006
SHIP'S CLIP, LP033-8039147-007
SHIP'S CLIP, LP033-8039319-001
SALON MATOS INC.033-8038849-001
TOBY C. PETRO D.D.S. & ASSOCIA033-8035207-001
CINEMA GROUP INC033-8037947-001
MALIBU SUBWAY, INC.033-8032049-001
WHITE MOUNTAIN PIZZA, INC033-8038865-001
WORTH-FTC BALDWIN PARK, LLC033-8036469-001
ELMIRA-CORNING REGIONAL BOARD033-8038860-001
SOLID MOBILE STAGES, INC.033-8039056-007
TSK HOLDINGS, LLC033-8032743-001
RPC PIZZA, INC.033-8031024-001
AVLS LLC033-8039197-001
OPERA PATISSERIE033-8038653-001
DOUBLE LANE ENTERPRISES, LLC033-8038181-001
EXCEL FOOD MART INC.033-8034027-001
JOLLY ENTERPRISES, INCORPORATE033-8038436-001
VARUNA, INC.033-8035760-001
COMPANY STORES, INC.033-8033196-001
HULA GIRL ICE CREAM & DESSERTS033-8029510-001
MOSS INVESTMENTS PARTNERS, LLC033-8034533-001
HISTRIA II, INC.033-8035540-005
VAN DE POL ENTERPRISES, INC.033-8036627-001
NORTHWEST INDIANA MEDICAL CONS033-8038017-001
CMJ MANAGEMENT CORP.033-8038833-001
WILLS INVESTMENTS I, LLC033-8039467-001
JEROME TUMMILLO, D.M.D.033-8038995-001
O.C. STYLE INC.033-8038180-002
SUGAR DADDY, INC.033-8038574-001
TODD A. GEREB, D.D.S., INC.033-8031239-001
MURPHY RESOURCES, LLC033-8037005-001
ARIZONA NEWPORT SUBWAY, LLC033-8031614-001
RKB ENTERPRISES, INC033-8035875-001
VERSACOLD U.S. INC.033-8032035-001
IFEANYI C. IGWEGBE, M.D.033-8038805-001
R THUNDER, INC.
  
  
 033-8033089-001
FOXFIRE PIZZA OF PRICE, LLC033-8033319-001
KOALA TANS LLC033-8037704-001
BUSINESS MACHINE AGENTS, INC.033-8039680-001
JAMES B. KENDRICK, DMD, P.A.033-8028142-001
MB HOLDING, INC.033-8037202-003
CWF, INC.033-8037411-001
JFC ENTERPRISES, LLC033-8037173-002
BOISE PIZZA, INC.033-8038224-001
SKYFIBER, INC.033-8038632-001
GREAT SALONS OF KNOXVILLE, INC033-8038305-001
SALAZAR'S MEXICAN RESTAURANTS033-8037697-001
JARO INC.033-8037065-001
X CAFE LLC033-8039169-002
RTS CORP.033-8038588-002
ROUND-UP PIZZA, INC.033-8029951-001
FSU PIZZA, LLC033-8035884-001
CSTORE #1, LLC033-8038053-002
FACES, INC.033-8027997-901
PARAMOUNT VENTURES, INC033-8037238-001
TWIST INC033-8033404-001
CINCY PIZZA, INC033-8037083-001
NORTHRIDGE LANES, INC.033-8034926-003
KOALA TANS LLC033-8036846-001
PIZZA WITH PIZZAZ OF FORT MORG033-8039364-001
DONALD S. REDFORD, D.D.S., P.C033-8038170-001
WILLY'S BAGELS AND BLENDS, LLC033-8038004-001
LLD, INC.033-8034180-001
CAPITAL EDGE INVESTMENTS, LLC033-8038875-001
AZTECH RENTALS OF SAN ANTONIO033-8038456-001
CLS HOLDINGS, INC.033-8035239-001
HOLLIS RESORTS LLC033-8037085-001
BENTZ PHYSICAL THERAPY, P.C.033-8037383-001
VASK, INC.033-8039349-001
MARY E FIEDLER, DDS033-8037904-001
NETVENTURE TECHNOLOGIES, INC.033-8036029-001
DICK JORDAN, INC.033-8038896-001
SUBURBAN ENDODONTICS ASSOCIATE033-8036634-001
KIDSCOM, LLC.033-8036622-002
CALIFORNIA COSMETIC AND HEAD A033-8035386-001
BOYNTON MEDSPA GROUP, A PROFES033-8031803-001
FITNESS WITH PURPOSE, LLC
  
  
 033-8039616-001
ROXAS DENTAL CORPORATION033-8028185-001
LIVIN LARGE, INC.033-8032128-001
D & D PIZZA, L.L.C.033-8036697-001
PHILLIP BALUNEK033-8036563-001
TMB ENTERPRISES, LLC033-8037476-001
LYNCHBURG INVESTMENT GROUP. LL033-8038834-001
WILLS INVESTMENTS L.L.C.033-8034457-001
MULTIPLE LISTING SERVICE OF CE033-8038383-003
ALLIANCE PROPANE, LLC033-8031421-001
TRIUNE INTERESTS, INC033-8037699-002
KING KONG PRODUCTION VEHICLES,033-8031652-001
ROM PIZZA, INC.033-8031669-002
FSU PIZZA, LLC033-8039407-001
JAMES W. MEDLOCK, D.D.S., P.A.033-8036949-003
CAR CRAFTERS, INCORPORATED033-8031472-001
JENLAU ENTERPRISES, INC.033-8038376-001
NEWNAN SMILE CENTER, INC.033-8035208-001
ACADEMY OF COSMETOLOGY & ESTHE033-8037914-001
DAVID DOUGLAS TUSTIN, LLC033-8036027-001
KNOX HOSPITAL CORPORATION033-8037818-005
TLC GROUP LTD.033-8038658-001
ANTOINE T. NGUYEN033-8037756-001
COUNTRY INN OF MACOMB, INC.033-8036637-001
IMPRESS PIZZA, INC033-8036969-001
SAVVAS D. MINTATOS, P.C.033-8036528-001
GOLD & BARE TANNING, INC.033-8034862-001
SUBWAY #12668 INC033-8038888-001
MOUNTAIN EXPRESS OIL COMPANY033-8035187-001
OPEN HIGHWAYS, A LIMITED LIABI033-8038375-001
WESTEND HOLDINGS, INC.033-8038565-005
WYATT COMPRESSOR SERVICE, INC.033-8035812-001
CALIFORNIA ACADEMY, INC. (THE)033-8038525-001
RED LION INNS OPERATING L.P.033-8039393-009
TSK HOLDINGS, LLC033-8035535-001
GRANITE BOWL SOUTH, INC.033-8037925-001
PINTA PRODUCTS, INC.033-8038841-001
ARUNDEL NEUROLOGY, P.A.033-8032698-003
COLORADO PIZZA INVESTMENTS, IN033-8035945-001
NEXUS HEALTH SYSTEMS, INC.033-8034519-001
SIGNCRAFT CORPORATION033-8035712-001
DHARMAKUMAR WILSON GOMER, MD.
  
  
 033-8037150-001
WASHINGTON EYE SPECIALISTS, P033-8038411-001
RKG ENTERPRISES, INC.033-8036811-001
LUMINOUS RAYS TANNING SALON,LL033-8038535-001
CUSTOM DESIGN ORGANIZATION SYS033-8037961-002
MARIA AVA BELLA A. VEGA, D.D.S033-8032636-001
TN SUBWAY INC.033-8036666-001
JULIE DURKEY033-8033344-001
M S & A VENTURES, LLC033-8030209-901
MID STATE TRUSS CO INC033-8037066-007
VAN DE POL ENTERPRISES, INC.033-8035826-001
FIVE TOWNS NEUROLOGY, P.C.033-8038920-001
PROFESSIONAL IMAGE ADVERTISING033-8039598-001
MAM, INC.033-8038654-001
WILKINSON ENTERPRISES, INC.033-8035096-001
NUCCI'S SALON AND SPA, INC.033-8039695-001
CAROL A FETTEROLF033-8038218-001
RAINBOW PASS, L.P.033-8033757-001
APEX-TMC, LP033-8032772-001
FOXFIRE PIZZA OF VERNAL, LLC033-8031734-001
JIMMY D'S PIZZA, INC.033-8037007-001
KYU C. HWANG033-8036970-001
CENTRAL ORLANDO REFURB ENTERPR033-8037439-001
NII ARYEE TETTEH, M.D., INC.033-8037797-002
PUBLIC SERVICE COMPANY OF NEW033-8029954-001
SUB SISTERS, LLC033-8037728-001
FARZANEH LAZZARINI033-8038729-001
ATLANTA'S FINEST BARBER SHOP &033-8027954-001
JSKR, INC.033-8033693-004
CENTRAL PENNSYLVANIA RENTALS,033-8033013-001
ALL PET ANIMAL CLINIC, A PROFE033-8037205-004
SHASTA-SISKIYOU TRANSPORT033-8036065-001
PALMETTO PRODUCTION EQUIPMENT,033-8039645-003
AHEAD OF HAIR, INC.033-8031353-001
HINES & WILLIAMS, LLC033-8038046-003
EXCEL SALES & SERVICES, INC.033-8034074-001
T-MAC PIZZA, LLC033-8036497-001
VERITY ENTERPRISES, LLC033-8038891-001
TANNING UNLIMITED, LLC033-8036515-001
RESTAURANT DEVELOPMENT ASSOCIA033-8031123-001
SUBWAY AT EAST NEW YORK INC033-8036258-001
IMAGE ATHLETIC LLC
  
  
 033-8039035-002
ERIC S. BURGESS, D.M.D., PA.033-8029374-001
NEXT VAN NESS GARAGE, LLC033-8038726-001
NICK & CLAUDINE ENTERPRISES, L033-8029611-001
CLUB FOR WOMEN ONLY, LLC.(THE)033-8038970-001
RJ COLEMAN GROUP, LLC033-8038251-004
CWF, INC.033-8036743-001
IN HIS MOST HOLY SERVICES, LLC033-8036473-001
DAISY DOO'S LLC033-8038377-001
EHC, INC.033-8037799-003
PUBLIC SERVICE COMPANY OF NEW033-8034174-001
PLS14 INC033-8038467-001
OLDE TOWN USA CARWASH & LUBE,033-8038542-001
CLASSY CLIPS, LLC033-8034800-001
WINSTON L. BENNETT033-8039061-001
DMJJJ DENTAL, INC.033-8035058-001
JANIM, INC.033-8034307-001
COMBINED ENTERPRISES, LLC033-8037310-003
CVR RENTALS, INC.033-8028835-001
SEVEN OUT LLC033-8038192-003
WOOD PROPANE CORPORATION033-8036357-001
WILLIAM P. MCKAY, III, D.D.S.033-8039006-001
PRABHUTA HOSPITALITY, LLC.033-8034582-001
TWO BROTHERS PIZZA, LLC033-8033452-004
VAN DE POL ENTERPRISES, INC.033-8035541-002
JAMART, INC.033-8038308-001
SIMON BARKAGAN, M.D.033-8037643-001
TOTAL TRAINING, INC033-8035667-901
ANIMAL EMERGENCY CLINIC OF WY033-8036608-001
POWERHOUSE, INC.033-8033983-001
CHRISTOPHER J. BEAUPIED, DVM033-8036991-001
DAM9411, INC.033-8034233-001
MAGNES ENTERPRISES, INC033-8036210-001
THOMAS R. DIX, D.M.D., P.C.033-8034563-002
TAP INVESTMENTS, LLC033-8037430-001
ARTHUR D ATWOOD III033-8036091-001
SIERRA CONSTRUCTION COMPANY, I033-8038629-001
ALBERT A. ALFONSO, D.D.S., P.A033-8038384-001
SIMON W. WONG,DDS, P.C.033-8038263-002
STUDIO INSTRUMENT RENTALS OF S033-8038531-001
GEORGE LYNN RICHARDSON033-8037738-001
MATTY GRAY FITNESS, INC.
  
  
 033-8032204-001
MICHAEL A. BENTZ, D.D.S.,P.C.033-8037593-001
PARISH ENTERPRISES, INC.033-8037229-001
JON'S DRY CLEANER AND LAUNDRY, INC.033-8032824-001
BADSHAH ENTERPRISES INC033-8030558-001
JCS PIZZA GROUP, INC.033-8036267-002
O AND O ENTERPRISES, INC033-8037695-001
TIRATA INC.033-8035418-001
RECOVERY CONSTRUCTION SERVICE,033-8037938-001
LEWIS AND KROGSTAD, INC.033-8033560-001
HWC MANAGEMENT, INC.033-8038049-001
HARVEY W. HOTTEL, INC.033-8029609-001
JAN'S RESTAURANTS,INC.033-8039028-001
CHEESY DOES IT, INC.033-8039121-001
GK SEKHON, INC.033-8037432-001
CAROLYN T. NGUYEN, DMD, P.A.033-8034803-002
WIDO PIZZA, INC.033-8036865-001
BLONDES, BRUNETTES & REDS, INC033-8038226-001
PERFORMANCE PHYSICAL THERAPY,L033-8035961-001
STEVEN D. DARMSTADT, D.D.S.,IN033-8036677-001
MICHAEL D. DARDEN, MD, PA033-8038280-001
NPCA, INC.033-8038886-001
IBRAHIM-SMILEKEEPERS DENTAL, P033-8038945-001
ANA M. GAMA,D.D.S.,INC.033-8036486-001
LAKES DERMATOLOGY AND SKIN CAN033-8032405-001
KING KONG PRODUCTION VEHICLES,033-8039225-001
RAHIMI PIZZA, INC.033-8034361-001
LT JOINT VENTURES, INC.033-8038746-001
KENNEDY FITNESS, LLC033-8037781-001
ORAL J. ATCHISON033-8039141-001
SHIP'S CLIP, LP033-8036447-001
VIBRA HEALTHCARE, LLC033-8036056-002
COMPANY STORES, INC.033-8037342-002
EXCEL SALES & SERVICES, INC.033-8038178-001
JT2 INC.033-8039011-001
OSCAR AND OSCAR CORPORATION033-8036809-002
AMADOR SURGERY CENTER, INC.033-8029358-001
COLORADO PIZZA INVESTMENTS, IN033-8029888-001
DELINI LLC033-8037128-001
JANE EUN CHUNG033-8038227-001
LUBCZUK PROFESSIONAL DENTAL CO033-8038182-001
CHARLES W. PERRY MD, INC.033-8034413-001
LASER SKIN SOLUTIONS, INC.
  
  
 033-8039126-003
RENTAL PLACE, LLC (THE)033-8033714-001
RAILING DYNAMICS, INC.033-8032528-001
DSJ CLIPS, LLC.033-8035343-001
LEE MARTIN SALON, INC.033-8038675-001
DOM'S AUTO BODY, INC033-8038474-001
DENTAL EXPRESSIONS, P.L.033-8026990-901
LAKE SUPERIOR PIZZA INC033-8039471-002
VANGUARD UROLOGIC ASSOCIATES033-8032358-002
VAN DE POL ENTERPRISES, INC.033-8037933-001
JOSE & CARMELO MAIN STREET MAR033-8030572-002
CHONG ANDERSON INC.033-8038039-002
GFF, INC.033-8037473-001
DIAMANTE SALONE, LLC033-8037999-001
INVISION DEVELOPMENT GROUP, LL033-8038986-001
JEFFERY R. GOSNEY, DMD033-8037794-001
FIRSTCARE MEDICAL CENTER, P.C.033-8037650-001
DYNAMIC MEDICAL CENTER, INC.033-8037754-001
SANTIAGO B. MONTOYA, M.D., COR033-8037182-001
KMK CONSTRUCTION, INC.033-8038417-001
ROSHAN ENTERPRISES, LLC.033-8039133-001
PLUMED HORSE GROUP, LLC033-8037131-001
DON E. ALLEN033-8037258-003
ARK ENTERPRISES, INC.033-8035723-001
FRANCIS S CRUZ, DDS033-8036908-002
WILDCAT EXCAVATING & CONSTRUCT033-8038393-001
MARY A. SANDERS, DMD, PA033-8036861-001
FACES, INC.033-8029361-002
COLORADO PIZZA INVESTMENTS, IN033-8039100-001
MCCARTY MANAGEMENT CO033-8032955-001
OLNEY'S BEST BURGERS INC033-8038899-001
JIMMIE BOND MASONRY, LLC033-8037873-001
RJR ENVIRONMENTAL PROFESSIONAL033-8038650-001
B & B PIZZA, INC.033-8037850-001
EDWARD VERNON KUCH, DDS033-8036242-001
JUSTIN MOODY P.C.033-8036312-001
UPTOWN TANNING, INC.033-8029626-001
ROLLIN' DOUGH S.V., LLC033-8038247-002
SHEPHERD UNIVERSITY033-8037305-001
CREATIONS IN WOOD, INC.033-8038901-001
HANEY BROTHERS TRUCKING COMPAN033-8038635-001
JAZS PIZZA, INC.033-8037323-001
RICHARD L. OWENS, D.D.S., L.L.
  
  
 033-8037372-001
ANDREW J. GILBERT033-8031010-001
KATIE M. STOREY, D.M.D.,P.S.033-8038706-001
VANGUARD UROLOGIC ASSOCIATES033-8036047-001
INSPIRE FITNESS, LLC033-8038302-001
ALMAGNAT, INC.033-8037216-001
SOUTHERN RENTS, LLC.033-8037613-001
SPENCER BAUM, D.D.S.,P.A.033-8034260-001
MIOZZI ENTERPRISES, INC033-8028602-002
MB HOLDING, INC.033-8038255-001
CENTRAL VALLEY XTREME FITNESS033-8036366-001
LYCO MANUFACTURING, INC.033-8036973-001
NORTH SPOKANE PHYSICAL & SPORT033-8034727-001
MICHAEL B. WINDLEY033-8028261-001
ULTRATEK CONSULTING, INC.033-8037322-002
PORT CITY RENTALS INC.033-8037053-001
NEIL BROWN, MD, PHD, PA033-8035684-001
SCULPTURE, INC.033-8037921-001
RAF ENTERPRISES, LLC033-8033681-001
TIMBER LANES BOWLING CENTER, I033-8037278-001
REMOTE FACILITIES CONSULTING S033-8034993-001
DANIEL V. SWANNER, P.T.033-8036176-002
OILFIELD ANCHOR COMPANY, INC.033-8037018-002
DAISY DOO'S LLC033-8038125-001
EVELYN APOSTOLOU033-8036066-001
BRETT D. WYMAN, D.D.S., P.C.033-8039415-002
PLUMED HORSE GROUP, LLC033-8036184-001
SALON YORYA, INC033-8032343-001
TEN SALON, INC.033-8039390-001
MANN PIZZA, INC.033-8038751-001
ALL CLIMATE MECHANICAL, INC.033-8036996-001
SPENCER J. KEMMER, D.D.S., P.C033-8036429-002
ASP ENTERPRISE, L.L.C.033-8038148-004
TSK HOLDINGS, LLC033-8039532-001
HUDSON'S FURNITURE SHOWROOM, I033-8036349-001
TEAM SPORT OUTFITTERS, INC.033-8038269-001
ULTRA-FLOORS SPECIALIST INC.033-8037087-001
GLOW HAIR SALON, LLC033-8039108-001
EXPRESS STEEL BUILDING, INC.033-8030747-001
MIRANK, LLC033-8030192-001
MYOBZ, LLC033-8039031-001
CAPTIVA ENTERPRISES, INC.033-8036968-001
SUNKISSED TANNING, INC.
  
  
 033-8037765-001
PUBLIC SERVICE COMPANY OF NEW033-8036901-001
ABELARDO LOPEZ, DDS033-8037604-001
TANNING TYME, INC.033-8037791-001
HALLIGANS, INC.033-8037459-001
SUNHOUSE PETROLEUM, LLC033-8038484-001
GALAXY BOWL, LLC.033-8035060-001
SOPI'S HAIR TRIX, LLC033-8038100-003
GFF, INC.033-8036854-001
DIANE M. LOUGH033-8036888-001
MARC C. DUNN, D.D.S., M.S.033-8035912-001
DESIGN JEWELERS, INC.033-8038513-001
LAKE TOXAWAY COUNTRY CLUB INC033-8036941-001
LYNCH/MCDONALD MANAGEMENT, INC033-8037993-001
MONROE MOBIL, INC.033-8037627-001
INTEGRATED OF AMARILLO, INC.033-8037107-002
VEIN & LASER CLINICS, S.C.033-8039339-001
ARLINGTON TAKE-HOME, INC.033-8038217-001
FOOD WITH CARE INC.033-8037696-001
MICRA, INC.033-8037267-001
JOHN SIDNEY THOMPSON033-8035229-001
JOSEPH JOHNSON, JR., DMD033-8034271-001
ARTHUR J. MUND, III, D.D.S., P033-8038312-001
CHRISTIAN SANTILLAN033-8035366-001
5 M LLC033-8034283-001
H. H. RESTAURANT, INC.033-8028966-001
QSR CONCEPTS INC.033-8032943-001
AC REED ROAD, INC.033-8035725-001
ROBERT F. DEVIN, D.D.S. LTD.033-8035178-002
W. F. SHUCK PETROLEUM CO033-8036607-001
LIDGIA R. VIVES-JACKSON, M.D.033-8029371-001
ADVANCED MACHINING TECHNIQUES,033-8033845-001
MOSES WATSON, III D.D.S., P.A.033-8033951-001
LIVE OAK VETERINARY HOSPITAL,033-8039377-001
ARIEL R. LEANO033-8035051-001
AMY HIERS033-8039647-001
R4CORP, INC.033-8038389-001
SOUTH POINTE DRYICE BLASTING,033-8036812-001
THE KAYLEETRACE COMPANY LLC033-8038550-001
PALM BEACH HOME FOR ADULTS, LL033-8037009-001
ROBERTO VASQUEZ, A DENTAL CORPORATION033-8036621-001
JOHNSON FORD033-8035828-001
FIVE IN FIVE, INC.
  
  
 033-8036196-001
BRACHO MARBLE & GRANITE, INC.033-8034076-001
PUMP DR., LLC033-8036604-001
JUAN LAVOY033-8038689-001
BARNEY MACHINERY COMPANY033-8039252-002
TODAY'S TANNING, INC.033-8038871-002
BRENCO MARKETING CORP.033-8033003-001
TAR HEEL CLIPPERS, INC033-8033995-001
LORA D. SITTON, DMD033-8033046-002
TSK HOLDINGS, LLC033-8035991-001
WE CARE PARTNERSHIP033-8036821-001
SPOT SECURITY, INC.033-8033657-001
UNITED FRESH CANTINA LIMITED L033-8039557-001
FIREBALL ENTERTAINMENT, INC.033-8037888-001
J.C. LAND & SITE DEVELOPMENT I033-8032953-001
DR. DZUNG PHAM033-8036106-001
GEORGE J. LIKAKIS, D.D.S., LLC033-8039692-001
PAUL GRONSKI ENTERPRISES, INC.033-8039668-001
KERRY J. KERNOHAN033-8033469-002
MARP PIZZA LLC033-8036277-001
LUNATIC FRINGE, L.L.C.033-8033595-001
LORI L. TRAHAN, PC033-8036500-001
NESTOR L. AQUINO, D.M.D., A PR033-8036337-001
JONATHAN TAM, M.D., INC.033-8039273-001
LAKESIDE PIZZA, INC.033-8037245-001
NJJ ENTERPRISES, LLC033-8032272-901
RMA NAUTILUS, INC.033-8037589-001
L.M. ROJAS DENTAL CORPORATION033-8035638-001
SAN DIEGO AIR & SPACE MUSEUM033-8030115-001
JM THOMAS INC.033-8035802-001
SOUTHEAST FITNESS GROUP, INC.033-8029350-001
P LESAINT CORPORATION033-8037619-001
SION POWER CORPORATION033-8035596-001
ALICE LEUNG, D.M.D., P.C.033-8035639-001
CHANG K. CHUNG, DDS033-8033276-001
GUMBS ORTHOPEDIC MEDICAL GROUP033-8033588-001
HUAN NGUYEN, DMD, INC.033-8039353-001
RALPH R. RIMKUNAS033-8039458-001
CALIFORNIA AUDIO VIDEO, INC.033-8039688-002
GALVEZ DENTAL CORPORATION033-8039525-001
PETER R. ASTUY JR.033-8034546-002
SPJ DISTRIBUTORS, INC.033-8039113-001
NORTHWEST GOURMET FOOD PRODUCT
  
  
 033-8039578-001
STRATHMORE CARPETS, INC.033-8028773-001
KFJ INVESTMENTS, INC.033-8037045-001
TREND DISIGNS, INC.033-8038616-001
ELITE TREE, INC.033-8036562-001
C.F. FICK & SONS, INC.033-8039676-001
GROUNDS FOR CHANGE, INC.033-8039450-001
JOHN E. MCCLAIN033-8039511-001
DARCOTT, INC.033-8039210-001
WORLDWIDE RECOVERY SYSTEMS, IN033-8034342-901
WEIRTON RENTAL CENTER, INC033-8035069-002
TOOL SHED (A), INC.033-8038842-001
FAST TRACK PIZZA INC033-8039605-001
SCHNEIDER'S TIRE & AUTOMOTIVE033-8039192-001
DECKMASTER CONSTRUCTION, INC.033-8037895-001
KENNETH EVANS033-8038869-001
HOLLYWOOD TENTWORKS, INC033-8036070-001
DIVERSIFIED FUEL GROUP, INC.033-8037585-001
STAR TRADE, INC.033-8038167-001
TRAILBLAZER STUDIOS NC, INC.033-8039516-004
ALLIANCE PROPANE, LLC033-8036378-001
SARA SMILES CLEANING, INC.033-8036018-001
ENVISION SALON & SPA, INC.033-8037462-001
DOUGLAS & TINA LINDQUIST033-8035647-001
VSTYLES, INC.033-8037036-001
CENTRAL WELDERS SUPPLY, INC.033-8039509-001
MERCURY FREE DENTAL, P.C.033-8039269-001
FINAO, L.L.C.033-8039139-001
KHAMIS ANTAR033-8038950-001
HENRY D. NUNEZ, INDIVIDUAL033-8039030-001
D & S TEXTILE SERVICES, INC.033-8035314-001
KHAMPHONE & MOLLY SIVONGSAY033-8035921-001
MNM FOODS, LLC033-8037086-001
ADVANTAGE IX, INC.033-8035008-001
HEATHER L WERNER033-8039419-001
GALVEZ DENTAL CORPORATION033-8034899-001
ELLIE ENTERPRISES, INC.033-8036348-001
MARK A. & ELIZABETH S. MCQUILK033-8036361-001
NEIL N. MIGHALL, D.D.S.033-8036036-001
PLANET NUTRITION, INC.033-8036167-001
POCOMOKE HOSPITALITY GROUP INC033-8034197-001
MILLER ENGINEERING & CONSTRUCT033-8039009-001
KCB PIZZA, LLC
  
  
 033-8039429-001
HEADQUARTEZ, INC.033-8039264-001
SWF FOOD CORP.033-8038479-001
CLOSETS, INC.033-8037020-001
JENNIFER L. DANIEL033-8038136-001
RN FOODS, INC.033-8038091-001
SPARKLING OREGON!, L.L.C.033-8025497-001
LORILINA'S033-8038397-001
FENTON MOBILITY PRODUCTS, INC.033-8039403-001
JACKIE LOVE EXCAVATION AND LAN033-8038793-001
DEAN LORIMER033-8038453-001
GERALD W. BAILEY, D.D.S.033-8036427-001
ROBERT L. HESLEP033-8036016-001
DR. SABRINA E. MICKEL, D.D.S,I033-8035952-001
NORWOOD DENTAL ASSOCIATES,A PR033-8039657-002
HYDRO, INC.033-8023281-001
ASR PIZZA, INC.033-8035990-001
SPIRAL 125, INC033-8038788-001
STOLTZFUS CABINET SHOP, INC.033-8038820-001
BATTERY CONCEPTS INTERNATIONAL033-8039020-001
DRAIN BUSTERS, LTD.033-8034560-001
PRENATAL PICTURE (THE), INC.033-8037766-001
FOR CATS ONLY VETERINARY CLINI033-8035951-001
MARK M. DAVIS, D.D.S., P.C.033-8039354-001
BY THE ROCKIES, LLC033-8039582-001
ILLUSTRATED ESCAPES, INC.033-8034272-001
STUFF IT MOBILE STORAGE, L.L.C033-8035434-002
CREATIVE HAIR ACQUISITION CORP033-8032709-001
JAK PIZZA, INC.033-8039355-001
BY THE RIO, LLC033-8035707-001
MKS OF VIRGINIA CORPORATION033-8036171-001
P.K. DESIGNS, INC.033-8034979-001
LONESOME DOVE CONCRETE PUMPING033-8038569-001
FIREPLACE DISTRIBUTORS, INC.033-8038671-001
GILSON AUTO BODY, INC.033-8036615-001
LONNIE R. SMITH, MD, INC.033-8038755-001
LIVERMORE COLLISION CENTER, IN033-8038207-001
4D PICTURE PERFECT, LLC033-8029950-002
GOLD LION INTERNATIONAL, INC.033-8038445-001
SV HOTELS, LLC033-8035329-001
EGGOLOGY, INC.033-8035252-001
RED'S PATIO GRILL, INC.033-8036368-001
STRIKE IT RICH, LLC
  
  
 033-8029284-001
DVS ENT. INC.033-8039565-001
SANDPIPER REHAB & NURSING, LLC033-8038221-001
ULTIMATE TAN SUN SYSTEMS, INC.033-8038657-002
EINSTEIN INDUSTRIES, INC.033-8036358-001
J & K PEDIATRICS AND ASSOCIATE033-8039526-001
BRYAN CONTAINER COMPANY,INC.033-8036907-001
AKSHAR PURSHOTTAM ENTERPRISES,033-8036801-001
DOUGLAS COTTON, D.M.D., P.S.C.033-8038527-001
SAFE AHLOE SALON SYSTEM,INC.033-8038093-003
EASTERN EVENTS, INC.033-8039566-001
SANDPIPER INDEPENDENT & ASSIST033-8038530-003
IMAGEONE IMPACT, INC033-8038058-001
BISMILLAH INVESTMENTS, INC.033-8039404-001
SPACE COAST SIGHT & SOUND, INC033-8038973-001
KEVIN A. RIGGS033-8032800-001
WILLIAM L. BECK, DMD.033-8038934-001
ATLANTA COSMETIC AND FAMILY DE033-8037752-001
BEAVERS ASSET MANAGEMENT, L.P.033-8038158-001
BRISTOL HOUSE OF PIZZA, INC.033-8029257-001
STENZLER & HUNT LLC033-8035325-001
WILLIAMSON ENTERPRISES, INC.033-8038599-001
NU FLOW AMERICA, INC033-8038316-001
EMPLOYMENT PLUS INCORPORATED033-8036318-001
AQUA DULCIS ASSET MANAGEMENT,033-8031855-001
REUBEN R. SCHWARTZ, JR.033-8036090-001
SMOOTH SKIN, P.C.033-8038253-001
SANSONE INDEPENDENT HONDA AND033-8038449-001
MIKE HARRISON CONSTRUCTION, L.033-8038480-001
KONRAD DESIGN LTD033-8037408-001
ORIGINAL INVESTORS, INC. (THE)033-8034206-001
JIM SHERMAN, INDIVIDUAL033-8038838-001
MIKE'S TRANSMISSION SERVICE, I033-8037084-003
TENTS, CHAIRS & PARTY WARES, I033-8038807-001
MOORE BUILDING, LLC (THE)033-8036382-001
T AND K ENTERPRISE CORPORATION033-8027700-001
CASAGLAS, INC.033-8038645-003
TEXAS VETERINARY HOSPITALS, P.033-8036588-001
PANGIE SAUCE, INC.033-8035901-001
MARJAN GARMESTANI, DDS, INC.033-8039259-001
THOMAS L. JONES033-8038762-001
CALL-A-COPY, INC.033-8035184-001
JATOR, INC.
  
  
 033-8030005-001
FOUR-LEGGED FRIENDS ANIMAL HOS033-8038477-001
PHOENIX MERCHANDISE DISTRIBUTI033-8036676-901
POT O' GOLD MULTI-CINEMA PRODU033-8036744-001
MIAMI CITY CLUB, INC.033-8037063-001
ATI JET, INC.033-8034781-002
ALLIANCE PROPANE, LLC033-8035995-001
OPTIMA GRAPHICS, INC.033-8037905-001
MATRIX SYSTEM SOLUTIONS LLP033-8035412-001
L & L VENTURES INC.033-8035687-001
ION ART, INC.033-8033856-003
PINE VALLEY RENTAL AND SALES,033-8038541-001
BEST STAFF, INC.033-8028946-001
2 BROTHER'S PIZZA INC.033-8038545-001
ASCOT DIAGNOSTIC SERVICES INC.033-8032905-001
NEW ENGLAND DRILL AND ROCK SPL033-8028696-001
NORTH COAST SUBWAY, INC033-8034317-001
HEAD & NECK ASSOCIATES, S.C.033-8035728-001
GARY G. FONG, DDS033-8034565-001
PIANCONE GROUP INTERNATIONAL,033-8037953-002
HAYM SOLOMON HOME FOR THE AGED033-8039287-008
JEFFREY GIANGRANDE CORPORATION033-8039650-001
GROUNDWATER ANALYTICAL, INCORP033-8039090-001
F STREET CONVENIENCE STORE, L.033-8034698-001
SQUARE BEARING, LLC.033-8037001-001
FS HAWAII, INC033-8038055-001
GEORGE BARDEKJIAN033-8038237-001
TRADE MARK SPECIALTY, INC.033-8038239-001
G & B ENVIRONMENTAL, INC.033-8035950-001
ANTONIO KNOX, DDS,PA033-8037533-001
CITY WIDE JANITORIAL MAINTENAN033-8035860-001
KIM AND LING DENTAL GROUP, A C033-8030536-001
BLUESUBS24 CORPORATION033-8038810-001
GELDBACH AUTO & TRUCK REPAIR,033-8039096-003
PALM GARDENS RECEIVERSHIP LLC033-8038434-001
KONDO MOTORS, INC.033-8035533-001
H&P CAPITAL, INC.033-8036299-001
MEDCO HEALTH SYSTEMS, LLC.033-8038503-001
RAINBOW PACKERS, INC.033-8036635-001
CONSOLIDATED TESTING LABORATOR033-8034189-002
ATV PROPERTIES LLC033-8032169-001
DAYTONA TANNING & NAILS, LLC033-8038817-001
NO FEAR, INC.
  
  
 033-8039631-001
JUANITA OCHOA033-8038113-001
ALHAMBRA BOWLING CENTER, INC033-8035659-001
ESTHETIC PROCEDURES OF LONG ISLAND LLC033-8035409-001
FRED J. WHITE, D.D.S., P.C.033-8038774-003
TOTAL TRAINING, INC033-8036476-001
LOR-J, INC.033-8035512-001
RANDY B. CRONIC, M.D.,P.C.033-8035539-001
MIDWEST INTERNAL MEDICINE, P.C033-8035567-001
JOHN B. WILEY, D.D.S., P.C.033-8037762-001
MID-WAY LANES, INC.033-8037530-001
DK CELLARS033-8038813-001
MICHELE K. CHALUPNIK033-8038082-001
SHEPHERD UNIVERSITY033-8038579-001
T.G. MAYES & M.W. KOEHLER ENTE033-8032328-001
GOTHAM LASIK, PLLC033-8035804-001
SAN FRANCISCO SPORT AND SPINE033-8034864-001
H & H PROPERTIES, L.P.033-8036436-001
VINNY'S GARDEN CENTER, INC.033-8033012-001
BOLEK, INC.033-8029716-003
CENTRAL PENNSYLVANIA RENTALS,033-8037481-001
S & L UNDERGROUND, INC.033-8036051-001
PMC, INC.033-8028661-001
VIENNA FOOD SERVICES, INC.033-8037608-001
LITE TOUCH HAIR SALON, INC.033-8036717-001
PHOENIX DELI DEVELOPMENT GROUP033-8039198-001
JOHN'S CLEANERS, INC.033-8035036-001
MIRACLE WITHIN ULTRASOUND, L.L033-8036204-002
WILDFIRE, LLC.033-8039461-001
RSQUARED RESTORATIONS, L.L.C.033-8036724-001
WHITETAIL NURSERIES, INC.033-8038618-001
DENISE STEPANEK033-8036597-003
AMJAY CORP.033-8036487-001
SALON ALEXANDAR, LLC033-8037870-001
GRAPHIC IMPRESSIONS, INC.033-8035918-001
RENEE C. MACLEOD, D.O.,A MEDIC033-8036048-001
COVENTRY PETROLEUM, INC.033-8035613-001
COMPLETE CARE MEDICAL OF NY, P033-8030438-001
MIDTOWN SPORTS IMAGING, INC.033-8035370-001
SAFFO INC. II033-8038047-001
RMB EMBROIDERY SERVICE, A PAR033-8035764-001
BIJANI ENTERPRISES, INC.033-8037212-002
SLEEP WAVES, INC.
  
  
 033-8036988-001
AMOR ELECTRONICS, INC.033-8039651-002
INGRID N LEE-LOY, D.D.S., PA033-8034443-001
BIJU CYRIAC, DDS., P.A.033-8036819-002
2 STARS ENTERPRISES, INC.033-8033671-001
RUEL T. STOESSEL, M.D., P.A.033-8034902-001
BENJAMIN GLICK D.M.D.P.C.033-8037771-001
YOUR OTHER OVEN, INC.033-8036849-001
BAM PIZZA, INC.033-8038699-001
WHEELING ANIMAL HOSPITAL, P.C.033-8031915-001
WILCOX SOUND & COMMUNICATIONS033-8038965-001
CALVIN W. CRAIG033-8036035-001
CRE8 SALON & SPA, LLC033-8037897-001
D.D.S. SERVICES, LLC033-8033678-001
CAT CARE CLINIC OF ASHVILLE,P.033-8035970-001
RICE BOWLING CENTER OF STUTTGA033-8038476-001
TRIAD PIZZA, INC.033-8033909-001
VET PETS ANIMAL HOSPITAL AND P033-8032379-001
SERVUS HOTEL GROUP, INC.033-8029303-001
CRAIG S. SUTTON, DDS, INC033-8038458-001
KATHY GUYON033-8035031-001
CORESTAR TECHNOLOGIES, INC.033-8033878-001
ANTHONY S LUKER033-8036953-001
ROGELIO OLIVETTI033-8035319-001
THOMAS J. ELLIOTT D.D.S., P.C.033-8039118-001
PARADIGM LABEL, LLC033-8034363-004
TLC GROUP LTD.033-8038925-001
SUPERIOR PRESSURE WASHING, LLC033-8039296-001
PAJO'S PIZZA, LLC033-8039628-001
PHOENIX ARISING, INC.033-8037147-001
ESTRELLA SPECIALTY MEDICAL CAR033-8036367-001
ICONIC IMAGING, INC.033-8039427-001
DOMENICO TRUGLIA033-8034450-001
THOMAS BACKENSTOSE, DMD.,P.A.033-8037071-001
SOUTH COAST CIRCUITS, INC.033-8032400-001
PREMIER MEDI-SPA, LLC033-8031883-001
BAGLEY ROAD ANIMAL HOSPITAL, I033-8038452-001
FASTACO, INC033-8035134-001
EPIFANIO JOSE DELEON, MD, A ME033-8037499-001
BEARING & INDUSTRAIL SALES, IN033-8038222-002
RAINBOW PASS, L.P.033-8026452-001
TOP DEAD CENTER AUTOMOTIVE COR033-8037659-001
TRIPP ELECTRIC MOTORS, INC.
  
  
 033-8038412-001
JMPR PIZZA, LLC.033-8035735-001
LLOYD COSTELLO, M.D., A PROFES033-8039374-001
KEN KIRKLAND ENTERPRISES INC.033-8031653-001
VISUAL CHANGES SALON & SPA, INC.033-8034597-003
CAROLINA CLIPPERS, INC.033-8036687-001
HARPETH FINANCIAL SERVICES, IN033-8034165-001
WAVE LOCH, INC.033-8039592-002
JAN OUTDOOR ADVERTISING, LLC033-8037062-001
WEST COAST ACQUISITIONS, INC.033-8037207-002
B & K AUTO BODY, LLC033-8036521-001
ANDREA M. POWELL033-8034572-002
PLACER EQUIPMENT RENTALS, INC.033-8037291-001
ANDREW S BORDER033-8039412-002
ANCONA'S JEWELRY, LTD033-8037148-001
WILLIAM S. DICKENS033-8037166-001
FLEET-PLUMMER HARDWARE COMPANY033-8037209-001
T & J CARPETS, INC.033-8037160-001
CARR'S TOWING, INC.033-8037562-001
EISENHOWER PIZZA, INC.033-8035750-001
WOK EXPERIENCE, INC. (THE)033-8039437-001
MICHAEL PROFFITT033-8037622-001
STEVEN'S LAWN CARE, INC.033-8037396-001
DIGITAL SPECIALTY SERVICES, IN033-8037458-001
ALL NEEDZ RENTAL CENTER, INC.033-8037350-001
PIZZA ZONE OF POTOMAC, INC.033-8032979-001
SAKWA CORPORATION033-8039184-002
NO FEAR, INC.033-8039008-001
WASTEWATER SERVICES, INC.033-8036766-001
SHAMEEMA ESSOF033-8036703-001
ZELDA M. PITTMAN DDS, P.C.033-8035666-001
KELLEY S CRETORS033-8035013-001
PAUL GRUBER DESIGN COMPANY033-8036862-001
WEST WINDS VETERINARY SERVICES033-8038967-001
INDIAN PEAK VINEYARDS, LLC033-8025438-001
SUBWAY #31089, INC.033-8038701-001
GLENNVIEW GROUP, INC.033-8038827-001
SPACE MASTERS, INC.033-8032494-002
ARIZONA ASTHMA & ALLERGY INSTI033-8036816-001
AZMATH S. QURESHI, M.D., INC.033-8038648-001
INTEGRATED THERAPY PRACTICE P.033-8034901-002
DONALD L. ZIEGLER033-8037819-001
PAUL JONES EXCAVATING, INC.
  
  
 033-8037531-001
TRIDENT TOOL INC.033-8031210-001
STEINKALT INC.033-8037069-001
LEBANON BOARD OF REALTORS, INC033-8036871-001
8E6 TECHNOLOGIES033-8036761-004
LEROY DIXON ENTERPRISES, INC033-8036138-001
COLOR-SALON AND DAY SPA L.L.C.033-8037515-001
PHARMED CORPORATION033-8036141-001
SALONBLU, LLC033-8035093-003
CONTRACTOR SALES & RENTALS OF033-8030000-002
OUR DREAM PIZZA, INC.033-8031349-002
NEXT VAN NESS GARAGE, LLC033-8028363-001
GREAT WEST PIZZA, LLC033-8037701-001
MID SOUTH PRINTING, LLC033-8034960-001
MARY FE G. MONZON, DDS, INC.033-8035362-001
RALPH CONNER, DO, INC033-8036976-001
CHAIR CARE PLUS, INC.033-8036967-001
PUTUL DISTRIBUTORS, INC.033-8036892-001
SOUTHERN OASIS, L.L.C.033-8039070-001
SAVAGE GROUP, LLC033-8039092-001
2 THE RESCUE LLC033-8039230-001
BONDTAY, LLC.033-8039089-001
GREATER WASHINGTON D.C. FIRST033-8034540-001
CONTEMPORARY MEDICAL SERVICES,033-8034106-001
STEVE HALL OIL CO., INC.033-8037125-001
HOTTIE BODY TAN BLAINE, LLC033-8038461-001
TROPICHEM RESEARCH LABS, INC.033-8035039-001
SAID SHAARI, D.D.S.033-8036919-001
BZ FOODS, INC.033-8038885-001
HANSEN HOME IMPROVEMENT & REST033-8038138-001
WINDCLIFF ENTERPRISES, LLC033-8036934-001
MAXIMUM EXPOSURE, L.L.C.033-8033989-001
AMERICAN METAL FILTER COMPANY033-8036624-001
EASTERN EVENTS, INC.033-8038623-001
CARMELA FOOD DISTRIBUTING, INC033-8028926-001
SBS FOODS, LLC033-8038157-001
SPA-TACULAR VENTURES, LLC033-8037060-003
LAKE SALES DIVERSIFIED, INC.033-8036598-001
JOSEPH C. LEE, D.M.D., P.C.033-8036680-001
ABIGAIL LINGAD033-8034989-001
L. DAWN CHRISTIAN D.D.S.,P.C.033-8039482-001
POWERCOM, INC.033-8037572-001
ANGELA GRACE ORLANDELLA
  
  
 033-8032822-001
MOTTAS ENTERPRISES INC.033-8037438-001
NELSON FAMILY DENTISTRY, P.C.033-8035507-001
THOMAS C. SCHIELDS, D.D.S.,P.A033-8037354-001
NATURAL HAIR GROWTH CENTERS OF033-8036205-001
EDWARD ALARCON033-8034932-001
DENTAL SERVICES OF SOUTH WINDS033-8038002-002
SUN COUNTRY CLEANERS, INC.033-8038044-001
BIG ROCK CONSTRUCTION AND ENVIRONMENTAL033-8036601-001
HRS, INC.033-8038625-002
CASBAH ROCK, INC.033-8033949-001
HERBERT DUVIVIER, M.D., PROFES033-8037759-003
AGGRESSIVE COMPANY, INC033-8033462-001
GRAPHIC REPRODUCTION033-8037239-001
ALAN B CAFFERTY033-8038963-001
AQUIDNECK HEALTH, LLC033-8037309-002
PAUL RENTS, INC.033-8037757-002
AGGRESSIVE COMPANY, INC033-8038495-001
SHANNON AGNEW033-8034881-001
TAYLOR RESTAURANTS, LLC033-8036788-001
MILLER ELECTRIC & TECHNOLOGY033-8036149-001
CAROL A. LUNDQUIST, DVM, P.C.033-8031089-002
PB & J PIZZA INC033-8032670-003
ALLIED HEALTH CARE SERVICES, I033-8036875-001
JOHNSON'S GENERAL STORES, INC.033-8038161-001
UNIVERSAL CARPET CARE, INC.033-8038128-002
EVOX PRODUCTIONS, LLC033-8038835-002
SERVICE FOODS, INC.033-8037598-002
CARTER A. LANE, DDS,MS, INC033-8036782-002
UPTON INC033-8036900-001
EURE EQUIPMENT RENTALS, INC.033-8031609-001
VAN DE POL ENTERPRISES, INC.033-8039345-001
JAMES HARRIS033-8033384-001
SHAWN S. RANEJAT, DDS033-8038777-001
FUEL DELIVERY SERVICES, INC.033-8038792-001
ANDMAR, INC.033-8038818-001
ALLISON AND ASSOCIATES INVESTM033-8038977-001
MEAT,POTATOES & TOASTED BUNS,033-8034320-001
STEWART AND STEWART, A MEDICAL033-8034287-001
NANCY U. WILLIAMS, D.V.M.033-8034397-001
D.M. SEUFERT ASSOCIATES, INC.033-8031175-001
BRETT V. CURTIS, M.D., A PROFE033-8031959-001
STRANDS HAIR STUDIO, LLC.
  
  
 033-8034738-001
A & G SENSATIONAL BAKE SHOP, I033-8036845-001
CASTELLAN INC.033-8039346-004
SALINA BOOKSHELF INC033-8037628-001
ASANTE SALON, LLC033-8037161-001
PREFERRED AUTO CARE033-8034770-001
GREATER ATLANTA RADIATION ONCO033-8038098-001
PACIFIC RIM TRENCH AND SHORING033-8039161-001
RALPH R. VEGA, M.D.,D.A.B.F.P.033-8039581-001
AWAY CAFE, LLC033-8036575-001
IMPACT MANAGEMENT CONSULTING S033-8035211-001
NSI SOUND AND VIDEO, INC.033-8032660-001
DANIEL J. SCHUSTER, DDS033-8034344-001
LWK'N ENTERPRISES, LLC033-8036430-001
PLUMSTERS, LTD033-8036359-001
JOSEPH RITKES033-8037445-001
ABR INVESTMENTS, INC.033-8033294-001
SAJE CLIPS LLC033-8038352-001
SUELLEN M. PFOST033-8038544-001
HILLTOP BOWL, INC.033-8036546-001
BOTTLE WATER SUPPLY CO.033-8039026-001
INTERACTIVE GROUP, L.L.C.033-8037890-003
NORTHEAST INDIANA TRUCK CENTER033-8032626-001
CENTRAL ILLINOIS BOARD OF REAL033-8034015-001
THAT'S MY BABY ULTRASOUND, LLC033-8037308-002
CONGREGATION YESHIVA BEIS CHAY033-8038515-001
K.V.S. EMERGENCY SERVICES, INC033-8036385-002
RENT-ALL OF NEWPORT, INC.033-8039507-001
ELAYNE JAMES SALON AND SPA, LL033-8036864-001
SUNRX, INC.033-8035144-001
PMCA BAKERSFIELD, LLC033-8035976-001
ZETOUNA, INC.033-8038083-001
JRW GENERATIONS INC033-8029150-001
MALVERNE LANES INC.033-8038761-001
CAROLINA CLOSETS, INC033-8036554-001
URBAN GROWERS, LLC.033-8038928-001
T/Q SYSTEMS INC.033-8033342-001
HARTSVILLE IMAGING ASSOCIATES033-8029712-001
QUE ENTERPRISES, LLC033-8032567-002
PREMIER MEDI-SPA, LLC033-8036477-001
RAM & BROTHERS GROCERY SUPERMA033-8038854-001
SWAN PLUMBING, INC.033-8037786-002
AD-ONE INNOVATIONS INC.
  
  
 033-8037496-001
RONALD W CROCKER033-8031187-001
JUAN F. DERUEDA033-8037032-001
HAIR LINGO SALON, LLC033-8039055-001
LNR & BHATIA, INC033-8038183-001
JARET & JARET A PARTNERSHIP033-8037544-901
EXCEL TRADING INC033-8038679-001
PHIL BLAZER033-8037484-001
KIDNEY CENTER, INC.033-8039621-001
VINCENT SWERKES033-8037214-003
HOLBROOK RENTAL CENTER, INC.033-8034730-001
SUNSHINE PETROLEUM, INC.033-8038634-001
ARMANDO DIAZ033-8039342-002
LIVE DEMOS COFFEE & VENDING LL033-8035757-001
BEADLES ENTERPRISES, INC.033-8038543-001
ASAP TOTAL RESTORATION, INC.033-8034978-001
RICHARD E. SILVA, INC.033-8038649-001
MONICO INTERNATIONAL, INC.033-8038887-001
SKYLAND TWINSBURG, LLC.033-8035965-001
FITNESS LOFT, INC. (THE)033-8038028-001
EVOX PRODUCTIONS, LLC033-8038264-001
BIG TIME VENDING OF NEVADA033-8037692-001
P & J SAND & GRAVEL, LLC.033-8036525-001
SU ENTERPRISE LLC033-8034920-001
SHARNJIT MAHIL AND RENU PARHAR033-8039054-006
TSK HOLDINGS, LLC033-8038808-001
KIRK CHRISCO033-8039214-001
NEW DAY PHARMACY CORPORATION033-8033914-001
BUCK HARDWARE AND GARDEN CENTE033-8037675-001
OSVALDO E. ONTIVEROS033-8037144-001
BRIGHT SMILES, LLC.033-8039551-002
BETTY KLATT033-8036203-001
MAURICE MCDANIEL033-8036211-001
STEPHEN H MILLER033-8038742-001
METRO ON-SITE OIL CHANGE SERVI033-8033129-001
PETER L. NEWKIRK033-8038868-001
CHRISTOPHER PERKINS033-8031260-002
BLAIR'S HARDWARE, INC.033-8036602-001
LOS ALAMOS RETIREMENT COMMUNIT033-8036369-001
ALBERT MACHINE & PERFORMANCE,033-8035248-001
BRENNAN'S INC.033-8036248-001
2 STARS ENTERPRISES, INC.033-8036215-001
SPECIALTY GRAPHIC TENHNOLOGIES
  
  
 033-8034573-001
PENGUIN NATURAL FOODS, INC.033-8033522-001
CJGW INC033-8038074-001
DR. ROBERT THADEN KROEPEL, JR.033-8039083-001
K&T DIAGNOSTIC, INC.033-8029884-001
BAMI DENTAL, INC033-8037548-003
AVALANCHE HOLDINGS, LLC033-8034444-001
MOVIE MOBILE, INC.033-8037686-001
JOSE A. VAQUERA033-8036894-001
PRINTS CHARMING, INC.033-8034673-001
AUGUST CORSO SONS, INC.033-8032731-001
DELTA COUNTY MEMORIAL HOSPITAL033-8039405-001
DECORATIVE CONCRETE DESIGNS, I033-8036275-001
MARSHALL FRANK PETTIGREW033-8035516-001
DADS AND DAUGHTERS, LLC033-8036478-001
RON'S TIRES, INC.033-8036857-001
CLEMENT PAPPAS AND COMPANY, IN033-8035330-003
RJC ENTERPRISES, INC.033-8036008-001
ANGEL PRINTS, L.L.C.033-8036323-001
DIANA WEBSTER, DVM.033-8033269-001
KMH INNOVATIONS INCORPORATED033-8036763-001
ANGELA DEUTSCHLANDER033-8032911-002
RANDY J. & DENESE C. BECK033-8037988-001
FARMER PIES, INC.033-8034975-001
NICHOLAS MOORE033-8035888-001
GLENWOOD MEDICAL ASSOCIATES, P033-8033064-002
SUNDAY'S TANNING RESORT, INC033-8031775-001
KLEENRITE, INC.033-8039392-008
TSK HOLDINGS, LLC033-8035857-001
FERRO PLUMBING & HEATING, INC.033-8035940-001
INTEGRATED ENGINEERS, INC.033-8038291-001
KELLEY BUILDINGS, L.L.C.033-8033966-001
SUN HAVEN TANNING AND NAIL SAL033-8037257-001
S.T. SALON, INC.033-8036072-001
CHRIS YOUNG, D.M.D.,P.A.033-8038723-001
GKCK, L.L.C.033-8038408-001
MILLENNIUM MACHINE TECHNOLOGY,033-8034382-001
TOTAL MEDICAL SOLUTIONS DME &033-8036146-001
SAVIN MEDICAL CENTER, P.L.L.C.033-8037806-001
ESSEX NEWBURY CONTRACTING CORP033-8033723-001
CASEMER TOOL & MACHINE, INC.033-8037002-001
RENAISSANCE INSURANCE AGENCY,033-8026843-001
CHONG ANDERSON INC.
  
  
 033-8038781-002
RELIABLE TREE SERVICES INC.033-8036516-001
K & J TRUCKING, INC.033-8039515-001
RED BIRD FARMS DISTRIBUTION COMPANY033-8036880-001
J. WILLIAM'S HAIR & NAIL SALON033-8034974-001
MICHAEL C. RENO D.D.S., P.A.033-8032323-001
CLEAR SIGHT ULTRASOUND, INC.033-8038359-001
MILLER BUILDING & SUPPLY CONST033-8037573-001
HERMANSEN CORP.033-8034252-001
BLEVINS & CO. SALON AND SPA,LL033-8036223-001
LENOCON ENTERPRISES INC.033-8031986-001
ANA MARIA TRILIOURIS, DDS033-8035881-002
ECONOMY LUMBER YARD, INC.033-8033386-001
JR MANAGEMENT & CONSULTING033-8039455-001
MARGARET A. SMITH033-8037716-001
SPA AT ROOP'S MILL, INC. (THE)033-8032395-001
GUTTER KING OF MARYLAND, INC.033-8032893-001
WIDO PIZZA, INC.033-8033573-001
GOLDENVIEW ULTRASOUND CORPORAT033-8034242-001
SIMPLY REID, INC.033-8037865-001
H.T.H.I., LTD., CO.033-8038073-001
DONN GRIMSLEY033-8038075-001
WISE OWL CONSTRUCTION, INC.033-8038080-001
TALENT RETRIEVER, LLC033-8033851-001
IOWA FRIENDS, INC.033-8025253-001
FIVE PIN, INC033-8036139-001
JASPER STEEL FABRICATION, INC.033-8036551-001
WISTERIA WELLNESS CENTER, INC.033-8035906-001
KATY REHABILITATION PARTNERS,033-8035682-001
BRANDON DENTAL LAB, INC.033-8034188-001
CULVER THEATERS, INC.033-8033619-001
MAPLE CITY ANIMAL HOSPITAL,P.C033-8034504-001
VALARY L. BROWN033-8034406-001
SCOTT JACKSON033-8035988-001
ENVIRO-SAFE REFRIGERANTS, INC.033-8037091-001
NATCHEZ REHAB & SPORTS SPECIAL033-8039435-004
MATS FOR YOU, INC.033-8035295-001
MYRA C. LUNA, D.D.S., INC.033-8037981-001
20TH CENTURY WROUGHT IRON, INC033-8025666-001
NN FOODS, INC.033-8036931-001
PLYMOUTH HARDWARE033-8032071-001
AMBERJACK SANITATION, INC.033-8034014-002
LAFOON'S RAPID VETERINARIAN SE
  
  
 033-8038721-001
WEST SIDE VENDING, INC.033-8037630-001
CALIFORNIA ANIMAL REHABILITATI033-8034265-001
HUDSON RIVER RADIOLOGY CENTER,033-8039155-001
STATIONARYCENTRAL.COM, INC.033-8037132-001
C W B CONTRACTORS, INC.033-8034335-001
DOVE TAPES, INC.033-8038754-001
MISS TUNE INC033-8039663-001
MICHAIL, INC.033-8036550-001
SHEAR CLIPS TWO, LLC033-8035110-001
MENDES MEDICAL ASSOCIATES, P.C033-8036222-001
JACKSON MASONRY, LLC033-8034103-001
MAS, INC.033-8033577-001
DERREK FASHION, INC.033-8032551-001
FETAL VISION IMAGING, INC.033-8036742-002
MURPHY RUBBISH, INC.033-8038289-002
COOCH & LAPHAM, PLLC033-8038615-002
FRAMEMAX, INC.033-8033334-001
KENDALL KLIPS LLC033-8036754-002
EASTERN EVENTS, INC.033-8038347-001
HARTAR INDUSTRIES, INC.033-8036838-001
ARNOLD AMUSEMENTS, A FLORIDA P033-8037401-002
SUNSHINE RENTALS CO.033-8035938-001
SAUNDERS ELECTRIC, INCORPORATE033-8034150-001
SHOE HOUSE, INC. (THE)033-8033278-001
MARJORIE B. SANDERS, M.D.,P.A.033-8034280-001
STEGGS AERIAL SPRAYING, INC.033-8034086-001
OREGON VETERINARY SERVICES INC033-8027916-001
TJ RESTAURANTS, LLC033-8033304-001
HAYWARD J. WILLIAMS, D.D.S.033-8038301-001
REX A TYUS033-8035683-001
BILL KHAIRA, INC.033-8035576-001
KOSANKE HARDWARE, LLC033-8038916-002
SELECTOUCH CORPORATION033-8037450-001
PATRICK DAVID'S INC.033-8033585-001
EUGENE F. FLANAGAN, D.D.S., IN033-8033664-001
ROBERT W. GARDNER, M.D.033-8033759-001
ROBERT INGLIS PHYSICAL THERAPY033-8030913-001
DONALD R. MILLER SYSTEMS, INC.033-8036264-001
SHEAR WAVES, INC.033-8038338-001
TRACY L SIMMONS033-8039007-001
RIVER GRAPHICS, INC.033-8036379-001
KENNETH E. NIGRELLE JR.
  
  
 033-8035706-001
KRUGMAN REALTY, LLC033-8037465-001
BRAR SUBWAYS, LLC.033-8035630-001
CHIMNEY HILL SUBWAY, INC033-8037526-001
FOSTER BROTHERS, INC.033-8039247-001
WILDFIRE STUDIOS, LLC033-8038019-001
D.M. ELECTRICAL SERVICES, INC.033-8039004-001
BANNER CARPETS & DRAPES INCORP033-8037250-001
INTRACOASTAL RESTORATION INC033-8032453-001
GEYER HOLDING COMPANY033-8035767-001
SUNRISE BEVERAGE, INC.033-8039358-001
NEW MT. JOY FOOD FOR LIVING MI033-8035654-001
TEAR, INC.033-8033673-001
CHARLES MILLER AND THOMAS BUCK033-8032391-001
HEALTHTECH PROPERTIES, LLC033-8036484-001
ARAMATIC REFRESHMENT SERVICES033-8036080-001
ORLANDO GOMES033-8035569-001
T & T HART, CO.033-8036255-001
RAYDAN ACOUSTICAL & DRYWALL, I033-8038856-002
FOSTER BROTHERS, INC.033-8037137-001
DRINGOLI, INC.033-8033453-003
SOUZA BUTANE-PROPANE, INC.033-8034977-001
MARK J. LAVALLEY033-8030889-901
HOST HEALTH SERVICES, LLC033-8037644-001
Z BEST FOOD COMPANY033-8035809-001
ALFA MEDICAL CLINIC, P.A.033-8033114-001
RW PIZZA, LLC033-8038144-005
APPLIED VOICE AND SPEECH TECH033-8033117-001
RENO CLIPPER, LLC033-8035524-001
EDWARD H. SHIM DDS, LTD.033-8035552-001
NORTHWEST ADVANCED SURGICAL AS033-8036433-002
ETERNA MEDI-SPA, L.P.033-8033493-001
HEADLINES HAIR DESIGNERS, INC.033-8026476-001
BILAL, LLC033-8037720-001
PAYLE INC033-8039543-001
PIZZA COMPANY, INC. (THE)033-8034664-001
ZELA EURO SALON, LLC033-8039243-031
WESTERN STATES EQUIPMENT CO.,033-8034569-001
BELLE ESPRIT, LLC033-8037596-001
EAST SIDE CARDIOLOGY, PLLC033-8030662-003
OUR DREAM PIZZA, INC.033-8034471-002
JACOB NAREY033-8036642-001
COLOUR'Z 1, INC
  
  
 033-8032116-001
LAUDERDALE HEALTH & WELLNESS,033-8035762-001
MOZAFFAR HUSSAINI033-8037096-001
PURPLE PIZZA EATERS, INC.033-8037641-001
ASHEVILLE PIZZA & BREWING COMP033-8036331-001
ADVANCED AUTOMOTIVE REPAIR AND TIRE CENT033-8033665-001
EDWARD RABINOVICH, D.D.S.033-8035432-001
GYNE SOLO, P.C.033-8037605-001
CLEMENTE CAMACHO033-8038591-001
PIPE CAM, INC.033-8035102-001
JOY ANDREA BROWN033-8035284-001
M & L AUTO PARTS, INC033-8038683-001
JENNY BIGGS033-8036104-001
MARIA CRISTINA HERRERA033-8035704-001
GALAXY CIRCUITS, INC.033-8037504-003
L R M PACKAGING, INC.033-8033852-001
ALL METAL FABRICATION COMPANY033-8035583-001
RED MILL FARMS, INC.033-8035408-001
LITTLE OWL INC (THE)033-8036629-001
VAUGHNIE DOYL LANGWELL033-8034587-001
BEYOND HARMONY, INC.033-8035960-001
JANAF SUBWAY, INC.033-8038644-002
GRAPHIC IMPRESSIONS, INC.033-8035365-001
TAYLOUR INTERIOR SYSTEMS, INC.033-8035555-001
CASSINELLI LANDSCAPING AND CON033-8034941-001
BUTLER'S WELDING, INC.033-8039022-001
AMOS HORTON GRADING, INCORPORA033-8033126-002
RENO CLIPPER, LLC033-8032723-001
I-CON LEASING, LLC033-8035603-002
ZABATT ENGINE SERVICE, INC.033-8037954-001
ON THE MENEUR, INC.033-8024897-001
REALVENTURES, LLC033-8039384-001
EPIC-PREMIER INSURANCE SOLUTIO033-8035779-001
EL PALMAR ENTERPRISES, INC.033-8036832-002
OVEREASY, INC.033-8031352-001
SUBWAY 36108 CORP033-8037723-003
CASALE RENT-ALL, LLC033-8035563-001
TRYTON ENTERPRISES, L.L.C.033-8039468-001
BARBARA A. MAYO033-8035948-001
GARY GOSNEY, DVM033-8036480-001
ARIZONA SURGICAL SPECIALISTS C033-8038470-002
HOHMAN LANDSCAPING, LLC033-8025349-001
MADANJEET DHILLON AND HERBINDE
  
  
 033-8028074-001
J BOWMAN ENTERPRISES, LLC033-8034793-001
F.M.A., INC.033-8036295-001
MOM & POP OPERATION, INC.033-8037416-005
INDEPENDENT EQUIPMENT CORP.033-8032580-001
PIGGLY WIGGLY OF POLK COUNTY I033-8035547-001
EAST END MARKETING CORPORATION033-8033324-001
STEVEN W. THOMAS, DDS033-8033374-001
MAXWELL C ELLIOTT, DDS033-8036557-002
BUDERER DRUG COMPANY, INC.033-8036663-001
TEXAS COAST INVESTMENTS, LLC033-8034223-003
AMBI PHARMACEUTICALS, INC.033-8035230-001
J. BLAKE PERKINS, D.D.S., P.S.033-8035808-001
CRW ENTERPRISES, LLC033-8035428-001
SERF'N TURF, INC.033-8036155-001
B & P SAW MILL ENTERPRISES, LL033-8036556-001
PEDRO S. BARRON033-8036428-001
KHARRIS ENTERPRISE, INC.033-8035534-001
WIEGAND & ASSOCIATES, INC.033-8038717-001
BOBBY B. DEASON033-8039547-001
DOUGLAS LEVESTON033-8026400-001
LC PDX, LLC033-8035996-001
BAY HARBOR MRI, INC.033-8034375-001
GRAPHICS TERMINAL, INC.033-8034671-001
LAURA A. KATZ, MD.,P.C.033-8037694-001
MOTHER LODE MINI-MART/AUTOMOTI033-8037082-001
B. KNIGHT, L.L.C.033-8035477-002
EGGOLOGY, INC.033-8024905-001
ISHA FOOD CHAIN CORPORATION033-8035133-001
RICARDO ROMO MARTINEZ033-8037200-002
KEYS ARMORED EXPRESS INC033-8033981-002
HWC MANAGEMENT, INC.033-8038628-001
JS SIGN & AWNING, LLC033-8037024-001
MICHAEL C. KRAUTH033-8038137-001
VTF PARTNERS, INC.033-8026907-001
DONALD L. ZIEGLER033-8036290-001
NORTHSIDE CHURCH OF CHRIST033-8035304-001
MASS BAR-MATE CORPORATION033-8033487-001
MAIL MANAGEMENT GROUP, INC.033-8028077-002
SANGAM FOODS, LLC033-8035242-001
PASSMORE GAS & OIL, INC.033-8034758-001
APK ASSOCIATES, INC.033-8031815-001
FRANK C. PERRY, D.D.S., P.C.
  
  
 033-8039207-001
C'ZARS SALON & SPA, L.L.C.033-8035291-002
JESUS PEOPLE, U.S.A., FULL GOS033-8035037-001
RUCKER AUTOMOTIVE CARE ENTERPR033-8029151-001
THOMAS G. WHITE, JR., DDS033-8030101-001
JON'S TOOL RENTAL INC033-8032569-001
BURKE'S MECHANICAL SERVICES IN033-8038716-001
MONTEREY BAY PIZZA, INC033-8034387-001
PMM TECHNOLOGIES CORPORATION033-8033066-001
MEISSNER HOLDINGS, LLC.033-8033782-001
CAZIER ENTERPRISES, INC.033-8038321-001
SIGHOMES LLC033-8034357-001
DIABLO INDUSTRIES033-8033415-001
ARBORWOOD VENTURES, LLC033-8033381-001
CALIFORNIA COSMETIC AND HEAD A033-8037407-001
SCHU CORPORATION033-8039228-001
HIGHER GROUND OF THE LOW COUNT033-8036503-001
LONNIE DALE NORRIS033-8034967-001
DISPLAYS POP UNLIMITED, INC.033-8035796-001
BLANCA'S JEWELRY033-8036443-001
HENDRIX CONSTRUCION, LLC033-8032499-001
FREMMER INDUSTRIES INCORPORATE033-8039290-001
LEWISBURG PIZZA, LLC033-8035871-001
SHEILA'S STUDIO SPA, LLC033-8034339-001
TOOTIE'S TANNING L.L.C.033-8034084-001
RT TRUCKING, INC.033-8034699-002
CASALE RENT-ALL, LLC033-8036520-001
VIC'S ENTERPRISES, INC.033-8032314-001
KHAMPHONE P. SIVONGSAY033-8037541-001
QUALTEX CORPORATION033-8038238-002
LIPTIS LABORATORIES, INC.033-8035502-003
JACKIE L. SCHMEISER033-8036891-001
SUNWERKS, LTD.033-8034079-002
ELODIAS, INCORPORATED033-8033955-001
SUNSHINE RENTALS CO.033-8038435-002
ALLEN K. INVESTMENTS, LLC033-8037912-001
TRENTON BROTHERS, LLC (THE)033-8034051-001
METRO RENTALS, INC.033-8036408-001
FCT, LLC.033-8037395-001
DOGGETT, INC., CLARENCE L.033-8036984-001
SHEAR PERFECTION, INC.033-8034951-001
STATESBORO DENTAL ASSOCIATES,033-8034035-001
SOUTHEASTERN PEG BOARD PRINTER
  
  
 033-8038999-001
IN-LINE FENCE & RAILING COMPAN033-8025413-001
OMWHID, INC033-8036448-001
SALON DECARO, INC033-8036999-001
A&A AUTO SALVAGE, INC.033-8033729-001
SHEAR CLIPS ONE, LLC033-8039112-001
D & C COLLISION SERVICE, INC.033-8037714-001
ABC, CLEANING, RESTORATION & H033-8034636-001
C & C TOOL RENTAL INC.033-8038292-001
VIKKI SMYTH, INC.033-8039244-032
WESTERN STATES EQUIPMENT CO.,033-8031645-001
TABACCHI ORTHODONTICS, P.A.033-8039084-001
GANGEMI CHIROPRACTIC P.C.033-8039233-001
KILGORE, INC.033-8034938-001
HOLTIES, INC.033-8038557-001
ALICIA L CRUMPTON033-8036580-002
GILLIAM COMMUNICATION, INC.033-8035138-001
MYLES DAVIS ELECTRIC, INCORPOR033-8036658-001
HOT SPOT TANNING, INC.033-8034516-001
HAMERSMITH, INC.033-8035377-001
SANCTUARY DAY SPA, LTD. (THE)033-8032944-001
SPECIAL CRANE SERVICE, LLC033-8037606-003
LAMBERSON, INC.033-8034300-001
VILLAGE GREEN LANDSCAPE DESIGN033-8034384-001
CABINET WORLD, INC.033-8036883-001
ROVERPAC, INC.033-8035057-001
FC EDDY INC.033-8035813-001
NELSON FREDY RUBIO033-8034412-001
TURNER BUILDING COMPANY, LLC033-8033006-001
GARY L. PORTER,D.D.S., INC.033-8031982-002
DARCOM AUTOMOTIVE, INC.033-8034760-001
BAIR'S GLASS CO., LLC033-8034850-001
TRI-COUNTY IMPLEMENT, INC.033-8034610-001
GREGORY G. WOLF033-8034731-001
K & S PEDERSON AUTOMOTIVE, L.L033-8034765-001
AZEEZ & ASSOCIATES, PLLC033-8034865-001
COSMIC EXPRESS CORP033-8033465-004
TIKI TAN II, INC.033-8029443-001
WILDCAT EXCAVATING & CONSTRUCT033-8038558-002
CAROLINA INDUSTRIAL COATING CO033-8033938-002
A-COASTAL EQUIPMENT & PARTY RE033-8033279-001
A & S SULTAN, INC.033-8039067-002
RISVOLD'S, INC.
  
  
 033-8037592-001
FRANKLIN D. POINDEXTER033-8032607-001
MOUNDSVISTA, INC.033-8033928-001
APPLETREE ANSWERING SERVICES,I033-8033070-002
TIKI TAN II, INC.033-8034322-001
GEORGE ALIM033-8038709-001
SALON INA LLC033-8031688-001
STUDIO K, INCORPORATED033-8038883-001
HOME IMPROVEMENT COMPANY, INC.033-8034553-001
ROSS TREE & LANDSCAPE CO.033-8034923-001
ARMANDO & CONSUELO VILLEGAS033-8032665-001
JDK, LLC033-8032346-001
R.S. RENTAL EQUIPMENT COMPANY033-8032879-001
CRYSTAL VALLEY BUILDERS, INC.033-8035241-001
AREA RENTAL AND SALES, INC.033-8039160-002
DENTAL SERVICES OF SOUTH WINDS033-8032163-001
KINNEY BROS. & KEELE HARDWARE033-8037750-001
B&C REAL ESTATE INVESTMENTS, L033-8038791-001
SONOMA VALLEY FOODS, INC.033-8034718-001
EUROCRAFT AUTO BODY, LLC033-8030144-001
BWWC CORPORATION033-8037569-001
SYNERGY SALON, LLC033-8038918-002
NICHOLAS MOORE033-8036471-001
AIRPORT SPINAL INJURY CLINIC,033-8035968-003
DARCOM AUTOMOTIVE, INC.033-8038992-001
PATRIOT PIZZA, INC.033-8037566-002
DICRAN, INC.033-8033592-001
GEORGE OF NEW YORK, INC.033-8039337-001
UPPER PIZZA, INC.033-8038802-001
FREELANCE ENTERPRISES, INC.033-8034499-002
SUBWAY OF ASHTABULA, INC033-8033139-001
HIGH DESERT DENTISTRY, P.C. AN033-8035388-001
EWEN BUILDING SUPPLY, INC.033-8038898-001
RODOLFO TOBAR033-8036555-001
REYNOLDS TEAM SALES, INC.033-8038258-001
DR TOM GRECO PLC033-8038061-001
TSS PHOTOGRAPHY OF NORTH TEXAS033-8038758-001
DAVID L. KENDRICK033-8037369-001
BENJAMIN BRAZIEL, III033-8039475-001
DARRELL J. SMITH033-8038725-001
MVP SOLUTIONS LLC033-8030534-001
LOUIS C. PASSAUER, JR. DDS.033-8031442-001
COLLINS MFG., INC.
  
  
 033-8037891-002
CORN MAIDEN FOODS, INC.033-8036220-001
MONTEREY MACHINE PRODUCTS, INC033-8038908-001
RANDY & DENISE TRUCKING, LLC033-8038409-001
CLEVELAND CITTY MANAGEMENT, LL033-8038378-001
SHEN LING, D.M.D.,INC.033-8039643-001
MERIT A. SCHROEDER033-8039344-001
C & J PIZZA, INC.033-8037994-003
HOLLIS RESORTS LLC033-8036696-001
G.M.D. INDUSTRIES INC.033-8036246-001
KNIGHT TIME PIZZA, INC.033-8025155-001
TURTLE I, LLC033-8033482-001
SEVIER MEDICAL LASER, INC.033-8038553-001
LAW OFFICES OF MONICA WILSON P033-8025881-001
NAR NARAYANAN INCORPORATED033-8035294-001
KEN'S TREE COMPANY, INC.033-8035805-002
REVERE TANNING SALON, INC.033-8034835-001
DANIEL D. MOROZ033-8038358-003
RENT-ALL OF NEWPORT, INC.033-8025282-001
MNP ENTERPRISE, INC.033-8038422-001
SKY-SEA FORWARDING CORP.033-8039094-001
NOCERINI CONSTRUCTION, INC.033-8034588-001
SANWELL PRINTING, INC.033-8038257-001
KATZ FLOORCOVERING, INC.033-8033767-001
PJS, LLC033-8035423-002
LIBERTY FOOD SERVICE, INC.033-8033113-001
JAN E CRAWMER033-8028876-001
KHUSHAL ENTERPRISES, LLC033-8034268-001
SOUTHWEST AES, INC.033-8034093-001
PROPHETLINE, INC.033-8039536-003
CEDAR MANOR, INC033-8038465-001
EMPIRE EQUINE DENTISTRY, LLC033-8038245-001
ABRAMOWITZ TAX & LIEN SERVICE,033-8034605-001
ABBOTT RENTAL SERVICE, INC.033-8035340-001
MANUEL F. DUARTE033-8034554-001
R. LEANNE SCHEIBAL033-8037010-001
MCGUFFIE ENGINEERING CONTRACTO033-8039617-001
JOSEPH A. KRIVDA033-8033478-001
SOUTH CENTRAL HOUSTON ACTION C033-8034515-002
MIOZZI ENTERPRISES, INC033-8034655-001
AXLE MACHINE SERVICES, LTD.033-8035789-001
S&D MIRACLES III LLC033-8036345-001
MARVIN L. SECREST
  
  
 033-8039375-001
UNIVERSITY CLEANERS & LAUNDRY,033-8036483-001
GWINNETT PHYSICAL THERAPY, INC033-8039441-001
STATION 41 TAN, LLC.033-8037579-001
MED-X TRANSCRIPTION SERVICE, I033-8033430-003
SMALL CONSTRUCTION, INC.033-8034129-001
ZABATT ENGINE SERVICE, INC.033-8035336-001
HECTOR O. LINARES033-8033740-001
DOLORES TYNEWAY ROBI, D.V.M.033-8030515-001
SUN SHOPS, LLC. (THE)033-8036729-009
MELLACE FAMILY BRANDS, INC.033-8033448-001
ROOF SERVICES, INC.033-8033215-001
MKL CORP.033-8035975-001
ANGELO PARENTE033-8034232-001
HARRY'S FAMILY TIRE & AUTO REP033-8031764-001
JOHN P. LOFFREDO, DDS033-8029077-001
JOSEPH H. LUTSKUS, DDC.033-8034522-004
C & A EMBROIDERY & LOGO DIGITI033-8038284-002
EAGLE CREEK CONSTRUCTION, INC.033-8037715-003
MARY R. JOHNSON033-8035803-001
ESSEX TESTING CLINIC, INC.033-8034221-001
L'AMARI HAIR SALON & DAY SPA,033-8036859-001
OLSON'S GREENHOUSE GARDENS, IN033-8031333-001
P.I.E. ENTERPRISES,LLC033-8031864-003
BWWC CORPORATION033-8034970-001
DIAMOND AUTO BODY, INC.033-8034619-001
CANELA SPA INC033-8039229-001
KOGNITO STUDIOS, LLC033-8033059-001
LUZ HAIR STUDIO, LLC033-8038361-001
T'S SPRINKLER SYSTEM, LLC033-8038943-001
M & T PIZZA, INC.033-8029708-001
WILLIAM AND PATSY KIRKPATRICK033-8037324-002
HIGH DESERT DENTISTRY, P.C. AN033-8037726-002
C N D ASSOCIATES, INC033-8034401-001
CAPITAL LAWN CARE & LANDSCAPIN033-8039594-002
JOE FORTUNA FLOOR FINISHING &033-8039164-007
JEFFREY GIANGRANDE CORPORATION033-8039159-002
DRS PIZZA, INC.033-8039052-001
ALL WAYS CREATIVE DESIGNS, INC033-8034107-002
FOXFIRE PIZZA OF VERNAL, LLC033-8036110-001
CITY CLUB OF ROCK HILL033-8031765-001
ALAN L ELSLEY AND JENNIFER J E033-8034866-001
LISA STEPHENSON
  
  
 033-8032248-001
CAPELLI, INC.033-8032696-001
INFECTIOUS DISEASE ASSOCIATES033-8033136-001
ANGELINA ENTERPRISES, INC.033-8032855-001
ARKANSAS CARDIAC CARE, P.C.033-8037595-001
FOURWARD, LLC033-8031396-001
DUPLIN OB-GYN, P.A.033-8039637-001
NORTHBRIDGE PLYMOUTH ASSISTED033-8034136-001
PRETTY BIRD, INC.033-8038063-001
SUN MYST STUDIOS, LLC033-8032064-001
CHRISTINA MARIE SMITH033-8039426-001
HOTEL KIOSKS, INC.033-8036334-001
WILLARD AND ROSEMARY MCCURLEY033-8038492-001
1900 - 1902 VAN NESS LLC033-8039219-001
SINGLETRACK ELECTRIC, LLC033-8038330-001
LIQUID MANAGEMENT, LLC033-8034893-001
CENTURION SERVICES, INC.033-8036820-001
OLD DEEP SOUTH, INC.033-8033982-001
ALEX R. PAVON, M.D.033-8031574-001
INSIGHT IMAGING, INC033-8035859-001
ACU PRINT CORPORATION033-8039300-001
IBIS PIZZA, LLC033-8037854-001
TOMMY E. DUNAVANT033-8038958-002
WALLINGFORD BOWL, INC.033-8039175-005
GARBAGE HOUND SANITATION, LLC033-8033540-002
ON TIME EMBROIDERY INCORPORATE033-8036230-001
KIONGOZI ENTERPRISES, INC.033-8037480-002
JOHN DONOHUE033-8033297-001
ALPHA STRUCTURAL, INC.033-8036172-001
OPTIMUM MOTORS, INC.033-8034276-001
MARIA MEDICAL, LLC033-8035759-001
DALLAS EXECUTIVE CHARTER SERVI033-8035526-001
MATTLEY, INC.033-8034794-001
SAFFO INC.033-8037937-001
MICHAEL LEONARD'S, INC.033-8036936-003
SALINA BOOKSHELF INC033-8038326-001
RENEW CARPET AND UPHOLSTERY CL033-8039075-002
MORRISON'S SILKSCREEN AND SPOR033-8035167-001
GEORGE W. HOLLING, DDS. MS, PC033-8036026-001
KYUNG PYO HONG033-8039093-001
ZIELINSKI, INC.033-8035530-001
RUCH, INC.033-8039293-001
EVEIKE GROUP, INC.
  
  
 033-8027418-001
VETERINARY CANCER GROUP OF L.A033-8033120-003
VAN DE POL ENTERPRISES, INC.033-8036235-001
SERV-A-CUP, INC.033-8026061-001
BVM SANDWICHES LLC033-8037635-001
FOREST TUNE, INC.033-8037638-001
DECATUR TUNE, INC.033-8037639-001
FLO TUNE, INC.033-8037645-001
VALLEY TUNE, INC.033-8038072-001
LT LUU CORP.033-8038240-001
PAMELA MULHEARN033-8030889-903
JLL GROUP, LLC033-8030889-904
CSB GROUP, LLC033-8030889-905
THE SHC GROUP033-8037118-001
BBK SALES & MARKETING INC.033-8038839-002
FOURWARD, LLC033-8039042-001
HOT PIZZA, INC.033-8034913-002
LAKE SALES DIVERSIFIED, INC.033-8039365-001
ADVANCED HEALTHCARE, P.C.033-8038020-002
F & G RENTALS, INC.033-8039072-001
BAYSIDE OB-GYN, INC033-8038915-001
SELECTOUCH CORPORATION033-8033052-001
PALM GARDENS RECEIVERSHIP LLC033-8039329-002
FORENSICS CONSULTING SOLUTIONS033-8030262-002
PARTY TIME RENTAL, INC.033-8037362-001
ZARCO EQUIPMENT, INC.033-8037326-001
MEGA TEX, INC.033-8037378-001
SIGNATURE PROPANE, INC.033-8037591-001
LAURA L POPE033-8037963-001
101 SOUTH 3RD STREET REDEVELOP033-8036485-001
OPT ORTHOPEDIC PHYSICAL THERAP033-8034256-001
JAZZ AT JACKS, L.L.C.033-8036276-001
RTS ENTERPRISES, INC033-8033823-001
ADVERTISING WITH LISA, A GENER033-8033753-001
WILLITS LANES, INC.033-8033435-001
FRANCINE A. CAPUZZO033-8031080-001
A & B DENTAL, P.C.033-8029240-001
SPECIALTY MILLWORK, INC.033-8031958-001
ALLIANCE PROPANE, LLC033-8036694-001
RELIANT DIGITAL, INC.033-8039027-002
CARSEE, INC.033-8039137-001
SYLVESTERS RUBBISH INC033-8036762-001
BEAR'S GRAPHICS & SCREENPRINTI
  
  
 033-8033712-001
F-H-S LEGACY CORPORATION033-8036863-001
OM PIZZA. INC.033-8033439-001
PRIMECARE, INC.033-8034882-001
CH LUKES, INC.033-8033116-001
EXPRESS FITNESS TX-03, LLC033-8029737-001
TRENKLER JOHNSON033-8033868-001
CHIL S BERNSTEIN033-8039336-001
ALWAYS PIZZA, INC.033-8035867-002
SUPER PATCH U.S.A., INC.033-8032669-001
DANIEL R MCCLAIN, D.D.S.033-8034475-001
ABEL SALCEDO033-8035641-001
FARZIN R. FARHAN, D.D.S., INC.033-8036352-002
PIN HIGH, INC.033-8036732-001
CARPET HEAVEN LLC033-8036450-001
PANACHE' CREATIVE STYLES, INC.033-8033201-001
JUDY & JOHN TOLENTINO033-8037577-001
MICHELS COMMUNICATIONS CORPORA033-8033468-001
SPRING CREEK DENTAL, L.L.C.033-8034050-002
EDWARD R. LATOURETTE033-8033912-001
PLASTIC INDUSTRIES, INC.033-8035905-002
SNAPPY LUBE, INC.033-8038939-001
VALLEJO PIZZA, INC.033-8037297-001
VOCATIONAL OPPORTUNITIES, LLC033-8033481-001
AJAY BERI CORPORATION033-8034147-001
BHARAT PATIDAR033-8039217-001
IKE AND MIKE PIZZA, LLC033-8038405-001
PRESTIGE HELICOPTERS, INC.033-8038419-002
ROBO-VISION INC.033-8034436-001
JOHN SIOTOS033-8038876-001
BOBBI JEAN MARTIN033-8036769-001
ZINCNATION, INC.033-8034910-002
VANDERLYND ENTERPRISES, INC033-8033546-001
GOD'S CREATURES, INC.033-8038045-001
DUGAN'S SUPERMARKET, LTD.033-8038780-001
GALLUP CAMPER SALES, INC.033-8038697-001
CURTIS WEBBER033-8038957-001
BLUE RIDGE INVESTORS, INC.033-8033017-001
ROY THERIOT, DDS, PC033-8033195-001
BANG SALON AND SPA, INC.033-8034198-001
B-LINE EXPRESS COURIER, INC.033-8038494-001
DEVICENINESIX, INC.033-8034935-002
RENTAL SOLUTIONS, LLC
  
  
 033-8033581-002
HOLBROOK RENTAL CENTER, INC.033-8037951-001
TINY LITTLE T-SHIRT CO, LLC033-8038652-002
CAMELBACK VENDING SERVICES, LL033-8039005-001
RENAISSANCE CONSTRUCTION & LAN033-8034111-002
CPE, INC.033-8033686-001
D.J.'S DAYCARE CENTER, INC.033-8039119-001
CLEARWATER GRAPHICS, INC.033-8033658-001
EJB ENTERPRISES, INC.033-8035193-001
CHRISTOPHER GHIM033-8035545-002
LONGO'S RENT-A-TOOL, INC.033-8034816-001
TRIO SALON, LLC (THE)033-8037347-001
EXECUTIVE HELICOPETRS, INC.033-8032341-001
ANDREW W. KELLY, D.D.S., P.L.L033-8035103-001
PAYMENT CENTER OF NATCHITOCHES033-8038413-001
A SLICE ABOVE THE REST, INC.033-8039332-001
FORTE' SALON & NAILS, LLC033-8037105-001
EAST COAST HYDRO TESTING AND G033-8039271-001
BANGLEY & BANGLEY, INC.033-8035475-001
CLIPSN'SNIPS, LLC033-8037772-001
PEDIATRIC & ADOLESCENT PSYCHOL033-8036316-001
FLC GROUP, INC.033-8032565-001
NICHOLSON DENTAL CORPORATION033-8037332-001
JOE RAMIREZ CONCRETE PUMPING,033-8032596-001
TRANSFORMATIONS, INC.033-8034811-002
EMEDIA GROUP, INC.033-8039641-001
MOUNTAIN SPORTS, L.L.C.033-8037863-002
SKILL GAME ENTERPRISES, INC.033-8036532-001
AHMAD UMAR033-8038162-001
LANDMASTERS, INC.033-8037860-001
L.E.C. HOME CARE MEDICAL SUPPL033-8037317-002
JUNCTION EQUIPMENT CO., LLC033-8030532-001
WESTHEIMER ANIMAL CLINIC, INC.033-8037761-001
AAHIL ENTERPRISES, INC.033-8032440-001
THOMAS J. GROGAN, A MEDICAL CO033-8029969-001
GLENVIEW FAMILY DENTAL CARE CE033-8039285-001
NICKOLICH TOWING & SALVAGE, IN033-8037774-001
STONEYBROOK PUBLISHING, INC.033-8036112-001
IMPRESSIONS DAY SPA, INC.033-8038328-001
MARION H. TANKERSLEY033-8037047-002
MEDCO HEALTH SYSTEMS, LLC.033-8033936-001
DOC'S GYM FITNESS & WELLNESS,033-8031006-001
CLIFFORD E. SPIERING
  
  
 033-8033607-001
HI TECH FABRICATIONS, INC.033-8037842-001
SAMUIL BAKMAN033-8034423-003
COUNTRY CORNER RENTAL CENTER,033-8039111-003
R.C. PIZZA, INC033-8038799-001
ASHLAND GRAPHIC ARTS, INC.033-8034663-002
RENTAL PLACE, LLC (THE)033-8038273-001
JOAN K. MANLEY033-8034986-001
TEXTILE MANAGEMENT SYSTEMS, IN033-8035441-001
UNIVERSITY DIAGNOSTICS, INC.033-8038396-001
TURNING POINT, INC.033-8036589-001
BIT BROKERS INTERNATIONAL, LTD033-8038743-001
PLATINUM AUTO BODY, INC.033-8037874-001
H.R. HILLERY COMPANY, THE033-8033312-002
KEOUGH'S PAINT & HARDWARE INC.033-8036895-001
ELYOT L. RANSOM033-8037790-001
POPKE ENTERPRISES, INC.033-8038798-001
KERN RIVER-LAKE ISABELLA BOARD033-8039240-001
LA HUERTA INC.033-8037224-002
BUILD IT GREEN033-8038749-001
DANG PIZZA, INC.033-8033563-001
KALIFORNIA TANZ, A CALIFORNIA033-8032786-001
BUILDERS' DRAPERY SERVICE, INC033-8037778-001
ROBERT LEIKHAM, INDIVIDUAL033-8036667-001
SUDDETH'S AUTOMOTIVE, INC.033-8031514-002
MEMORABLEGIFTS.COM, INC.033-8035886-002
MIKE ROVNER CONSTRUCTION, INC.033-8039095-001
JMC SALON, INC.033-8039025-001
RVJ PIZZA, INC.033-8025589-001
GOLD LION INTERNATIONAL, INC.033-8032703-001
GKS SERVICE STATIONS, INC.033-8038682-001
MCPIZZA, INC033-8032277-001
SCOTT A KRASNER, MD, PC033-8037494-003
APPLIED VOICE AND SPEECH TECH033-8038941-001
SERR'S TOWING, INC.033-8035776-001
ELISA'S SALON & DAY SPA, LLC033-8036606-001
D'JONCO'S DESIGNS LLC033-8037019-001
LORI R. LEENERTS033-8037902-001
PATRICK R. MORAN033-8033611-002
TEXAS VETERINARY HOSPITALS, P.033-8036105-001
DANIEL T. CARAMANDI033-8031964-001
M.T. COLEMAN, INC.033-8034858-001
DESIGNER T'S & TOTES
  
  
 033-8035658-002
SALON RUBIO, LLC033-8031646-002
CUTTING EDGE SPORTS TRAINING,033-8037231-001
DARKTAN, LLC033-8037516-002
CEDAR MANOR, INC033-8038739-001
PIE DEVELOPMENT, LLC.033-8036400-003
INDEPENDENT EQUIPMENT CORP.033-8032971-001
TRIMYERS, INC.033-8038212-001
R & R WOOD PRODUCTS, INC.033-8036129-001
BRENDA BROWN033-8033419-001
FAIN PUMP COMPANY, INC.033-8033353-001
BYRD INTERESTS, INC.033-8033416-001
SPECKERT, LLC033-8032521-001
BRADLEY J. SMITH, DDS, PC033-8036855-001
ATLANTIC SKIN & LASER CENTER, INC033-8038171-001
LADDY JAY'S INSPIRATIONS, INC.033-8038890-001
G & M PIZZA, INC.033-8029990-002
PINE VALLEY RENTAL AND SALES,033-8039388-002
KCC & ASSOCIATES LLC033-8035234-001
MECOM, INC.033-8038874-001
CATHY M. OVERSTREET033-8038638-001
PERFECT SHIFT, INC. (THE)033-8038940-002
VALLEJO PIZZA, INC.033-8037123-004
JOURNAGAN HARDWARE, INC.033-8034321-002
FRANK J. HUESO033-8034806-001
ARKANSAS HOUSEWORKS, INC033-8030743-001
SOLID GROUND STABILIZATION INC033-8036946-005
CROSS-SABRES LEASING COMPANY,033-8036514-001
INDULGE SALON & SPA, INC.033-8029385-001
DANIELSVILLE FAMILY PRACTICE,I033-8033763-001
ROMELLE R VANVLIET033-8033467-001
J & M CONCRETE PUMPING, INC.033-8038534-002
ANDREW S BORDER033-8034245-001
KAILONIE E. WAUCHOP033-8036916-001
ARLENE F. WENZEL033-8037433-001
SUNSET TANZ, L.L.C.033-8038512-001
O.H.M. PIZZA, INC.033-8034507-001
LONGO'S RENT-A-TOOL, INC.033-8036837-001
SERGEANT SEPTIC SERVICE, INC.033-8034046-001
CRH OF WEST CHESTER, LLC033-8039563-001
RONALD WOOD033-8038923-001
STEWART CARPET CLEANING, INC.033-8034579-001
ALL ISLAND TRUCK SUPPLY, LLC.
  
  
 033-8036773-001
MELINDA HARPER033-8034286-003
AUTO COLLISION, INC.033-8039477-001
TEQUILA SUNRISE RECORDING AND033-8038935-001
ADVENT HOME MEDICAL, INC.033-8033380-001
BIG HILL LODGE, LLC033-8024693-001
TODD MAKIYAMA, DDS033-8038366-001
K & M REBAR, INC.033-8032492-001
ART GECKO PRODUCTIONS, INC.033-8030556-001
JOHNNIE M. BOOTH033-8032679-001
WILLIAM T JOHNSON033-8037880-001
SANDY DEFALCO033-8036897-001
VISION DAY SPA, INC.033-8037787-001
ULTRAMATIC ENTERPRISE INC.033-8038089-001
S.A.N. CREATIONS DENTAL LAB, I033-8037265-002
MARY R. JOHNSON033-8026647-001
A & A SANDWICH SHOPS, INC033-8032271-001
TEVIS/GUESS STUDIOS,INC.033-8036150-001
S & J ENTERPRISES, LLC033-8037748-001
RONALD ALLEN DAHNKE033-8038630-001
LA POINT BUSINESS GROUP, LLC.033-8030428-001
A. CROSS CARPET CLEANING LLC033-8033036-002
JAG PIZZA, INC.033-8036422-003
ZAUDHAUS, LLC.033-8033412-001
PREMIER MEDICAL MANAGEMENT OF033-8037321-003
FOUR SEASONS TANNING, INC.033-8035327-001
AC PIZZA, INC033-8035969-002
TONIC SALON, INC.033-8029784-001
DEBT FREE LIVING, LLC033-8037879-001
MILAM ENTERPRISES INC.033-8037588-001
LONE STAR ENGINEERING, INC.033-8034006-001
WILLIAM C. VENCILL033-8039317-001
EVOLUTION MACHINING CENTER, IN033-8038000-001
VERRILL & MCCULLOUGH, INC.033-8028248-001
PROVO DENTAL CARE, LLC033-8038307-002
POWER UP EQUIPMENT RENTALS, IN033-8033220-001
JOSE BARRERA033-8031727-001
PRUNO VETERINARY ENTERPRISES,033-8036985-001
BUUNIS LTD033-8033996-001
R.A. GREIG EQUIPMENT COMPANY033-8033553-001
8615 FREEPORT, LP.033-8035176-001
LENNY LE033-8037927-001
WALTER FRANKLIN KIMSEY
  
  
 033-8032130-001
HUDSON VALLEY ENDOCRINOLOGY P.033-8036898-001
DOMINGO ESTEBAN033-8038655-002
VIRTUOSO GRAPHICS LLC033-8039015-001
PORTABLE RESTROOM TRAILERS,LLC033-8038335-001
TUNG HUU TRAN033-8033762-001
RCV1, INC.033-8033902-001
GASTROINTESTINAL ASSOCIATES, P033-8031873-001
FRED J. STILLINGS, DMD, P.C.033-8036975-001
J & H HOME IMPROVEMENT, LLC033-8036183-001
INGRID N LEE-LOY, D.D.S., PA033-8037208-001
TINA PEARSON SALON, INC.033-8036506-001
OLYMPIC EMBROIDERY, LLC033-8039077-001
SPECIALTY CHEESE COMPANY, INC.033-8039575-001
TOTAL LASER REVASCULARIZATION,033-8032251-001
HORIZON DENTAL GROUP LLC033-8032964-001
FERESHTEH MAGHSOUDY,DMD,INC.033-8033137-001
GARY C. GODWARD, D.D.S., INC033-8035341-001
HAIR AND SKIN CARE CENTER LIMI033-8032738-001
MARK A. CURTIS, D.D.S.033-8039038-002
AC SANITATION, INC.033-8038209-001
DANIEL W. MORRIS033-8033151-001
TODD A. JOHNSON, DMD033-8032994-001
US SMOG TEST ONLY, INC.033-8035664-002
PRAIRIE PIZZA, INC.033-8035786-001
EAGLE CREEK CONSTRUCTION, INC.033-8032804-001
MAIN STREET DINER, INC.033-8034303-001
AC HOLDINGS, INC033-8037975-001
ROCKLIN SMOG & AUTO REPAIR, IN033-8038406-001
J & E WINDOW FASHIONS, INC.033-8039124-001
PLASTIC OMNIUM AUTO EXTERIORS,033-8038179-001
FIERRA ESTATES, LLC033-8032938-001
CIMARRON ANIMAL HOSPITAL, INC.033-8034293-001
HANNA SALAMEH TAYEE033-8038057-001
JAMES F. SALMINA JR033-8035635-001
MIRAGE HAIR SALON, INC.033-8032429-001
MURPHY RUBBISH, INC.033-8032094-001
INDIANA ART GLASS, INC.033-8034567-001
JIM MILLAM DITCHING, LLC033-8036084-001
CHARITANS LLC033-8038568-001
BUCKS AND DOUGH ENTERPRISES, I033-8035936-001
INDUSTRIAL ELECTRIC & CONSTRUC033-8037908-001
TERRIE K. CASEY
  
  
 033-8036633-001
TAN R YOU, LLC033-8033488-001
CENTER FOR CHILDREN & FAMILY L033-8032988-001
KATHY & CODY DEINES033-8037780-001
SCHAEFF 20 PIZZA & WINGS, LLC033-8033761-003
JAI SHRI RAM HOSPITALITY GROUP033-8039493-001
ULANGUZI, INC.033-8031790-001
PAMELA O. BLACK, M.D., P.A.033-8035656-001
UNITED BIOTECH, INC.033-8033346-001
SOUTHERN CABLE COMMUNICATIONS,033-8036889-001
MICHAEL SANTINI & MICHELLE SAN033-8039370-001
MORRONI & ZINGANI, INC.033-8035892-001
HOMESTEAD NORTHWEST, INC.033-8032680-001
AMBI PHARMACEUTICALS, INC.033-8037864-001
BUSINESS FLOORING, INC.033-8034953-001
BROOKLYN UNITED METHODIST CHUR033-8034480-001
EVA HODGE033-8033290-001
ROY BENSON033-8032757-001
A-MARK T-SHIRTS, INC.033-8038672-001
LARRY CHILDRESS033-8039162-001
LASTICKS AEROSPACE, INC.033-8036120-001
V. EUGENE REISINGER, D.D.S.033-8036001-001
CHRIS WEISSMAN033-8036727-007
MELLACE FAMILY BRANDS, INC.033-8034559-001
BEE SPA RETREAT, LLC033-8037524-001
G. RUSSELL EDWARDS, M.D.,P.A.033-8037491-001
CENTRAL WASHINGTON PHYSICAL TH033-8037376-001
JAMES SEEVERS033-8034249-001
MAY MEDICAL MANAGEMENT CORPORA033-8036000-001
QUALITY ELECTRONICS, INC.033-8034143-001
MARK HA033-8032957-001
MAIL ROOM INC (THE)033-8038342-001
TRANSARIA, INC.033-8033225-001
THOMAS J. SIMMS033-8037930-001
ODYSSEY HEALTH SPA & FITNESS,033-8039341-001
LORI LANE PERSONNEL SERVICES,033-8039324-001
JOANNE Y. FLARITY033-8035640-001
ALL OCCASION ENTERTAINMENT LLC033-8035792-001
PIN HIGH, INC.033-8034304-001
FELIX O GRANADOS AND MAXIMO GR033-8031809-001
TY C. WESTENHAVER, DC033-8037910-001
WENDY J ALLEN033-8037922-001
MARIAN MULLER-DAVIS
  
  
 033-8038881-001
SALON MONACO, INC.033-8038054-001
U.S. TANNING CENTERS, INC.033-8039376-001
GEMINI DUPLICATION, INC.033-8036233-002
LITTLE OWL INC (THE)033-8036805-001
LYNN NELSON033-8035396-001
DOMINION MEDIA, INCORPORATED033-8038203-001
WHITE LOTUS, INC.033-8038295-001
CARIBBEAN SUN INC.033-8032808-001
INNOVATIVE LASER TECHNOLOGIES,033-8035213-001
L & L ENTERPRISES, INC.033-8039148-001
LOEFFLER CHEMICAL CORPORATION033-8036386-001
CEDAR MANOR, INC033-8033233-001
PORTLAND VENDING, INC.033-8031517-001
OLD TOWN TROLLEY TOURS OF WASH033-8032109-001
ASSOCIATED PEDIATRIC DENTISTS,033-8039626-002
DELIGHTS OF CAROLINA, INC.033-8035816-001
SCHONHEITS SALON, LLC033-8033437-001
CHARLES J FACEY033-8034301-001
KING'S PIE, INC (THE)033-8032926-001
JERSEY CLIPPERS, LLC033-8037919-001
TPG THE PROJECTS GROUP, LP033-8034424-001
HOT WINGS SPORTS CAFE, LLC033-8032401-001
ARCADIA RETIREMENT COMMUNITY033-8031231-002
PARTY REFLECTIONS, INC.033-8033053-001
WORD & CO. (THE)033-8033407-002
ROCKVILLE SKILLED NURSING033-8038843-001
SHADI & RAKAN, INCORPORATED033-8036841-001
PAUL D. WILLIAMS033-8038041-001
CLEAN-UP, INC.033-8036292-001
JOSEPH GARZERO033-8032382-001
SYLVESTRE FRANC, INC.033-8038278-005
JEFFREY GIANGRANDE CORPORATION033-8032620-001
HUNTER-LOREN CORPORATION033-8036835-001
NEW YORK COLOR CENTER, INC.033-8038031-001
JILLIAN M. WENTWORTH033-8032024-003
PB & J PIZZA INC033-8037570-001
MANUEL F. ROSA033-8033491-001
QUALITY DESIGN MACHINING, INC.033-8036708-001
ENZA'S LLC.033-8033425-001
ADVANCED RESOURCE RECOVERY, LL033-8038331-001
RICHARD NIBLACK033-8038415-003
ADVANCED CLEAN-UP TECHNOLOGIES
  
  
 033-8035872-001
HAWAIIAN SUNTAN OF LIVONIA, LL033-8037907-001
CONCORDIA, L.L.C.033-8037617-001
KEY LARGO FITNESS, INC.033-8037801-004
PUBLIC SERVICE COMPANY OF NEW033-8039204-001
MICHAEL YASTRAB P.C.033-8035836-001
BARRY S. HALL, DDS033-8032202-001
NORCAL MACHINING, INC.033-8038997-006
JEFFREY GIANGRANDE CORPORATION033-8030080-002
SMART PARTY RENTS, INC.033-8034429-001
PHYSICAL THERAPY SPECIALISTS,033-8032777-001
FUTCH DENTAL, P.C.033-8032579-001
CAT DOCTOR, P.C. (THE)033-8034405-001
JOHN G. RENTZ033-8035815-001
JAMACA ME TAN, INC033-8038760-001
PETER S BRYANT033-8032515-001
HENRIK ZARGARIAN033-8029894-003
MRG INDUSTRIES INC033-8036759-001
MCLAIN STUDIOS033-8034039-001
SAMALOT MARINE, INC.033-8033661-002
STATEMENTS SALON, INC.033-8038744-001
MISSION CHRYSLER JEEP, INC.033-8035132-001
SIGN LADY, LLC (THE)033-8037847-001
JOHN MCGRATH033-8035732-001
ROBERT S. DEAVER, D.D.S., P.C.033-8035608-001
LELAND R TOZIER033-8035753-001
MALAH L. PETERSON033-8032821-001
MORRIS LEE WASHINGTON033-8038600-002
NU FLOW AMERICA, INC033-8034226-001
A.C. CONCRETE PUMPING, INC.033-8035301-001
LEATHER MENDERS, INC.033-8039660-001
KEVIN GENGENBACH033-8037996-001
TEPA 3, LLC033-8037008-001
ELIZABETH VELCOFF033-8038395-001
T N B SALON, LLC033-8025111-001
JML RESTAURANT GROUP, INC.033-8032768-001
TEAM PIZZA, INC.033-8033826-002
LYLES CAROLINA HERITAGE CORP033-8030226-001
BRITISH CLEANERS, INC.033-8033222-001
MORALES AND VAN BLOKLAND INCOR033-8038270-001
FOGGY ENTERTAINMENT, INC.033-8036922-001
SUYDAM IRON WORKS INC.033-8036716-001
HUNT SURVEYING, INC.
  
  
 033-8036365-001
ROSEVILLE VETERINARY CLINIC, P033-8031835-001
APEX PHYSICAL THERAPY OF SOUTH033-8031860-001
MIGUEL BURGESS, D.D.S. AND ASS033-8031632-001
CRAVEN INTEREST, INC033-8038177-001
SHEARDY RENTAL, INC.033-8035183-001
SJV ENTERTAINMENT, INC.033-8039123-002
PROCARPET, INC.033-8033142-001
QBW, INC.033-8037021-001
PACIFIC ARROWHEAD ENTERPRISES, LLC033-8029415-001
GOODWIN BUILDERS LC033-8038964-001
ADVANCED SERVICE SOLUTIONS, INC033-8038035-001
KCC & ASSOCIATES LLC033-8036649-001
V D SCALES INC.033-8036661-004
INDEPENDENT EQUIPMENT CORP.033-8035868-004
GARBAGE HOUND SANITATION, LLC033-8037770-001
ARTHUR TUNE, INC.033-8032846-001
BRONZE BAY TANNING LLC033-8039446-001
DANNY COOPER033-8035483-001
DBM CORPORATION033-8034426-001
JAMES B. DAVIDSON & MICHAEL NU033-8033569-001
LOMELI'S, INC.033-8032779-001
MARTHALUZ GONZALEZ033-8035729-001
PROJECT DEVELOPMENT GROUP, INC033-8036619-001
SHYONA, LLC033-8034509-002
VERONA, LLC033-8038801-001
FUTURE TRENDS CORPORATION033-8031136-002
DAVID K WYLIE033-8034469-002
KEITH K. KUBICHECK, INC.033-8029875-001
BARBARA A. BRADFORD033-8031388-002
REB OF FLORIDA, INC.033-8034255-001
A-1 PUMPING, INC.033-8031913-001
STUDIO AIR CONDITIONING INC033-8035771-002
KLEIN HARDWARE, INC.033-8034417-001
NEW LEAF SALON LLC033-8035839-001
NORTH FLORIDA EQUIPMENT RENTAL033-8039248-001
FRENCH PATISSERIE, INC. (THE)033-8033280-001
TONY'S GYM, INC.033-8038196-001
LONNY L. AVILA033-8033629-001
SOPHEAK SAN033-8035224-001
LONG DOAN033-8038462-001
RICHARD ELIAS033-8038555-001
TANYA SORRELLE
  
  
 033-8034428-001
ADVANCED REHAB ASSOCIATES, LLC033-8037768-001
BYRON FREIRE033-8037831-001
BONNIE L JOLY033-8030292-001
S.R. HOLDING CO., INC.033-8034372-001
PREMIER EQUIPMENT RENTAL, INC.033-8035422-001
NEW PHOENIX METALS, LTD033-8037073-001
NORTH PLATTE HOME PROJECTS CET033-8034696-001
SPITZER'S INC033-8033061-001
ORAN HARKLEROAD, INC.033-8039323-001
MAXX FITNESS CORPORATION033-8035237-001
JOSEPH R LACROIX033-8035770-001
MIKE ROVNER CONSTRUCTION, INC.033-8035349-001
T & K ASPHALT SERVICES, INC.033-8036972-001
FITNESS VENTURES, INC.033-8038119-001
DANOIS ARCHITECT, P.C.033-8033913-001
MULWANI, LLC.033-8039053-001
B & R Industries, LLC033-8038285-001
ONE OAKES CORPORATION033-8037228-001
MARIO A RODRIGUEZ033-8036952-001
LAND O'LAKES VENDING CO., INC.033-8033545-001
TOTAL TAN, INC.033-8032720-001
CENTER STAGE & SALON, SPA & TA033-8038472-001
DAVID M. PAYNE033-8032478-001
GIGABYTE GRAPHICS, INC.033-8037775-002
CASEY'S FOODS, INC.033-8036650-001
CASIAS TRUCKING, LLC.033-8039674-001
ENTHUSIASM FOODS, LLC033-8032298-001
MICHAEL S. MCKAY, DMD.033-8039076-001
SPARTAN MANAGEMENT CORPORATION033-8034506-002
HAIR-TIQUE & TAN, INC.033-8037318-001
ARMENAKIS ENTERPRISES, LTD.033-8034211-001
TONI G. STEEL033-8038704-001
UNIVERSAL BENEFIT PLANS, INC.033-8034099-002
SOUTHSIDE RENTAL CENTER, INC.033-8032393-001
MARGATE ANIMAL HOSPITAL, INC.033-8037260-001
CYNTHIA A. VICKERY033-8031909-001
SKINSATIONAL DAY SPA, INC.033-8037283-001
FAMILY PLACE TO PLAY FUN CENTE033-8034140-001
ATHALON PHYSICAL THERAPY, P.C.033-8036564-001
AC SANITATION, INC.033-8037406-001
J. CONSIDINE'S INC.033-8033812-001
JEHAD A. HIWIADI
  
  
 033-8032262-001
DNC-TANNING, L.L.C.033-8037571-001
DAS PIZZA, INC033-8036853-001
FLEGENHEIMER INTERNATIONAL, IN033-8031965-001
RENAISSANCE RIALTO, INC.033-8031672-001
CRESTMONT NURSING HOME NORTH C033-8036736-001
JOY K. MOBLEY033-8032363-001
HAPPY DENTAL PC033-8038427-001
TEAM NAUGATUCK, LLC.033-8033734-001
VICAR LIGHTING, INC.033-8037421-001
TEXSUN TAN, INC.033-8038077-001
DENNIS REISINGER & LORI REISIN033-8035851-001
CELEBRITY HELICOPTERS, INC.033-8038735-002
CEDAR'S MEDITERRANEAN FOODS, L033-8034331-001
KATHERINE & GERARDO RUIZ033-8031728-001
BIG TIME VENDING INC.033-8038204-001
JEANNETTE NAVARRO033-8034994-001
K & K AUTO & TRUCK SALES, INC.033-8036134-001
JMC HOLDINGS, LTD033-8037013-002
441 RENTALS, INC.033-8030470-001
RENTAL PLACE, LLC (THE)033-8036180-003
KSTONE FOODS, INC.033-8039281-002
EISENHOWER PIZZA, INC.033-8032457-001
2261 BROOKHOLLOW, L.P.033-8036364-001
CHESAPEAKE BAY HELICOPTERS, IN033-8032881-001
GILLIAM COMMUNICATION, INC.033-8037263-002
AFFIRMED HOUSING GROUP033-8034580-001
JEFFERY A. BACKUS033-8031814-001
AKSHAT, INC.033-8036881-001
NORTH HILLS OFFICE SERVICES033-8036644-001
EASTLAKE LASER EYE ASSOCIATES033-8034485-001
KIMMERON, INC.033-8035615-001
GRAND BEACH RESORT CONDOMINIUM033-8038570-002
CREATIVE PRINTING, INC.033-8037522-001
WTS OF HARRISBURG, INC.033-8030205-001
NEW LIFE CHRISTIAN CENTRE OF T033-8038096-001
BRADASH CLEAN, INC.033-8039037-001
IONA COLLEGE033-8030350-001
LTE, L.L.C.033-8036533-001
RUEDA TOWING, INC.033-8033621-002
MARIAN SMITH033-8035623-001
PALM TREE RECEIVERSHIP, LLC033-8036630-001
SUNSATIONS TANNING, L.L.C.
  
  
 033-8036504-001
EUROBRONZE, INC.033-8035001-001
ATELIER HAIR AND BODY SALON, I033-8039183-001
ROBERT L EVANS033-8033496-001
MATTHEW C. STAPLES033-8039109-001
STRONG TOOL COMPANY, LLC033-8038624-001
CASBAH ROCK, INC.033-8037764-001
SHERI SCHOEL033-8035438-001
HARRY L. & DOROTHY M. SNOW033-8032371-001
DARK STAR ORCHESTRA, INC.033-8032675-002
CNS INC.033-8038156-001
GARY ENTERPRISES OF INDIANA, L033-8035139-001
MICHAEL A GLOVER033-8037497-004
JEFFREY GIANGRANDE CORPORATION033-8024709-001
UNDERGROUND HEROS, INC.033-8039203-001
BIO-CLEAN PORTABLES INC.033-8038903-001
IMOGENE KING033-8039442-002
WES D. DANNENBRING033-8037821-006
CROSS-SABRES LEASING COMPANY,033-8029829-001
TOPKNOT INDUSTRIES, INC.033-8030163-001
ALL-STAR GRAPHICS, INC.033-8036390-002
TRASH MAN, INC. (THE)033-8034278-001
DIRECT DRIVE EXPRESS, INC.033-8035442-002
KBL, INC.033-8034983-001
JIM N. AZM033-8034251-001
FIVE POINTS GROUP, INC.033-8033847-002
TOM JONES DISCOUNT DRUG CENTER033-8039313-001
D & D CIGAR AND CIGARETTE EMPO033-8035841-001
PLS FITNESS, INC.033-8037528-001
AMORA PIZZA, INC.033-8033257-003
TIKI TAN II, INC.033-8033873-002
NRH LEASING CORP.033-8037549-004
AVALANCHE HOLDINGS, LLC033-8033504-001
JD BUILT, INC.033-8033067-002
HARRIS R. HOLM033-8033219-001
JULIAN CRANE AND EQUIPMENT COR033-8024442-001
LAKE NORMAN RETAIL PROPERTIES,033-8033903-003
TURN KEY EVENT RENTAL & DESIGN033-8034032-001
O AND O ENTERPRISES, INC033-8034742-001
SAPHIRE OF TAMPA BAY, INC.033-8038141-001
GREATER SOUTHERN DISTRIBUTING033-8034576-001
EKG AUTO SALES033-8034751-001
R.L. MILLWORK & MATERIALS, INC
  
  
 033-8035122-001
ANTHONY G GALLEGOS, D.D.S., IN033-8032532-001
AARON W. JONES033-8039609-001
LA ROSA ENTERPRISES, INC.033-8037941-001
CINCO PLUMBING & HEATING, INC.033-8038577-002
ACME SCENIC AND DISPLAY, INC.033-8031783-001
RANGELY HARDWARE, INC.033-8036752-001
BETTY KLATT033-8031548-001
BF PIZZA, INC033-8036022-001
DAY-STAR LLC033-8033094-001
STEPHEN M. MCCANN033-8038498-002
PIKE'S DIVERSIFIED CORP033-8032633-002
MATS FOR YOU, INC.033-8031797-001
COUNTRY INN WARREN, L.L.C.033-8036511-001
JAWAD ENTERPRISES, INC.033-8035070-001
BRIDGET L. ANDERSON033-8036926-003
STRATEGIC RISK MANAGEMENT GROU033-8038266-001
A-RIO SAN DIEGO, LLC033-8035955-001
OCEAN HELICOPTERS, INC.033-8032856-002
CLASSY CUTS + TANS INC033-8039283-001
FLORIDA TENT OF SW FL, INC033-8036490-001
TANZ & HANDZ, LLC033-8039408-001
SNACKS 4 U, INC.033-8030946-002
SOUTHSIDE BLUEPRINT SERVICE IN033-8035858-001
EUROBRONZE LIMITED LIABILITY P033-8035620-002
STATEN ISLAND AID FOR RETARDED033-8033502-001
GENESIS MACHINING CORP.033-8033254-001
ATLANTIC FIREWOOD, INC.033-8032589-001
LLMD ASSOCIATES, L.L.C.033-8037381-001
J & M INDUSTRIES INC.033-8031596-001
TADESSE TESFAMICHAEL, D.D.S.033-8031544-001
SILVER CLIFF VETERINARY CLINIC033-8031659-001
LAUREL CANYON RETIREMENT COMMU033-8031403-001
CARLISS ABEJON033-8037878-001
GFF, INC.033-8033359-001
KEM B. PARK033-8032941-001
THANH HUONG CORPORATION033-8032156-001
COBB DENTAL CORPORATION033-8038959-001
GOODMANS, LLC.033-8034616-002
SUBWAY DEVELOPMENT OF NORTHERN033-8036082-002
ABDUL WALI BAYAZ, DDS, INC.033-8036778-001
ASHOK DHARIA033-8037300-002
AHEAD OF HAIR, INC.
  
  
 033-8032531-001
JAMES RODRIGUEZ, DDS, P.C.033-8036882-003
JEFFREY GIANGRANDE CORPORATION033-8036756-001
SLP OF SOUTHWEST FLORIDA, INC.033-8036459-001
WORLDWIDE SHIRTS, INC.033-8033211-001
SIERRA CORP033-8039107-001
WELCH HEALTHCARE AND RETIREMEN033-8037170-001
SUBCO EAST, INC.033-8033506-002
D & D PIZZA, L.L.C.033-8033639-001
AFFORDABLE TREE SERVICE, INC.033-8034090-001
RICHARD G. LEVENSON033-8036904-001
BELLA SALON, L.C.033-8032735-001
CHIED SAECHIN033-8032826-002
RAMON S. MOSQUEDA033-8032048-001
VIC & DOROTHY THOMAS033-8036125-001
SUMMERLAND TAN, LLC.033-8036083-001
JEFFREY GIANGRANDE CORPORATION033-8032756-001
DEANNA SPURGEON-HITT033-8035782-001
CAL RAM CONSTRUCTION COMPANY,033-8033256-001
VARGO CORP.(THE)033-8031358-001
SUBWAY-LYNDELL, LLC033-8039608-001
PALM BEACH TANNING ENTERPRISES033-8034440-003
ROB'S TRASH COMPANY, INC.033-8034261-001
UNITED STATE AUTOSOUND COMPETI033-8032143-001
TRI-LIGHT, LLC033-8037857-001
JUBA'S INC.033-8033703-001
CRICKET'S CREATIVE STYLING SAL033-8032508-001
JACK R. DAVIDSON, D.V.M.033-8034746-001
BERG CHRISTIAN ENTERPRISES, IN033-8032976-001
STUDIO 10 BOUTIQUE, LLC033-8033039-001
VICKERS WESTERN STORES, INC.033-8030853-001
KENT A. THOMPSON AND ROBYN J.033-8036058-001
DARRELL P. THOMPSON033-8036272-001
EXTREME FITNESS LLC033-8032366-001
WILLIAMS STREET FOOT CARE, P.C033-8032082-001
SPATCO, INC.033-8033083-001
DIVERSIFIED COMMERCIAL SERVICE033-8035763-001
CHRISTOPHER BROWN033-8035736-001
SUN SHOPPE, INC.033-8033859-002
JUAN M. MORGA033-8039321-002
LOEFFLER CHEMICAL CORPORATION033-8038990-001
POTTER'S HOUSE CHRISTIAN FELLO033-8035928-001
OTTUMWA BOARD OF REALTORS (THE
  
  
 033-8033706-001
KEYS ARMORED EXPRESS INC033-8033055-001
CONSUMER ADJUSTMENT COMPANY,IN033-8033819-001
SUSAN J. PLECITY033-8033125-001
PALISADES GAS & FOODS, LLC.033-8034075-001
MARSING HARDWARE, INC.033-8032302-001
SPJ DISTRIBUTORS, INC.033-8039486-002
MARIO A RODRIGUEZ033-8032080-001
DEBRA BELL033-8031902-003
ANIMAL HOSPITAL, INC033-8034981-001
LYNN J. SALON, INC.033-8038556-001
HUMAN RESOURCE DEVELOPMENT PRE033-8036285-002
JEFFREY GIANGRANDE CORPORATION033-8036867-001
RX GROUP SERVICES, INC.033-8036924-001
OLYMPIC GRAPHIC ARTS, INC.033-8037862-001
BIG 4 TIRE SALES & SERVICE, IN033-8035278-001
FRESH SALON & SPA, LLC033-8038955-001
CALIFORNIA TANNING SALON II, I033-8031224-001
EMBROIDERY WORKS, L.L.C.033-8031282-001
JORDAN J. BALVICH, DMD, P.C.033-8032008-001
INNA PETROSOVA MEDICAL P.C.033-8039438-003
TODAY'S TANNING, INC.033-8029211-001
FRANCISCO HERNANDEZ033-8035210-001
SALON RUBIO, LLC033-8034477-001
ROBERT A. GARCIA033-8036691-001
NASSILLON DEVELOPMENT, INC.033-8036831-001
OVEREASY, INC.033-8035564-001
LIVINGSTON FAMILY MEDICINE, P.033-8034210-001
JACK'S PIZZA #1 INC033-8035765-001
COOK-WILLOW CONVALESCENT HOSPI033-8034185-001
MARY R. JOHNSON033-8034146-001
MARKETING IV, INC.033-8038431-001
ATKIN ENTERPRISES, INC.033-8031425-001
NPL MANAGEMENT, INC.033-8036213-001
CREATIVE PRINTING, INC.033-8035543-001
R.L.B.L., INC.033-8038370-001
TENDER TOUCH SALON, LLC033-8035015-001
TECOLOTE YOUTH BASEBALL033-8035910-001
MARTHA KING033-8032454-001
M.Y. TANNING PLACE, LLC033-8031997-001
CHUNG M. SONG, MD, SC033-8034962-004
PCK ENTERPRISES033-8031546-001
GORDON R. CUNNINGHAM, D.V.M.
  
  
 033-8031776-001
NOVA SCIENTIFIC CORPORATION033-8035235-001
BLUSH CREATIONS, INC.033-8038303-001
MILFORD SANDWICH SHOP, LLC033-8031094-001
MGS MOTORS, INC.033-8039224-001
TWINBROOK VENDING, INC.033-8033489-001
MELVIN DURHAM033-8032315-002
T & D SERVICES, INC033-8033932-001
PRIMARY AND MULTI-SPECIALTY CL033-8035018-001
INCETOOLS, INC033-8038329-002
ASHEVILLE PIZZA & BREWING COMP033-8036925-001
EXPLORER VENTURES (USA) LTD.033-8037678-001
MCCARTHY COUNSELING ASSOCIATES033-8038776-001
VOLUNTEER PALLETS, INC.033-8037003-001
TOANO AUTO CLINIC, INC.033-8039498-001
NELLYS BEAUTY SALON CORPORATIO033-8036025-003
DICK JORDAN, INC033-8034549-001
WILLIAM P. CLYSDALE AND SONIA033-8027593-001
MIDDLE HOPE FAMILY DENTAL PLLC033-8032860-001
HOWLO'S FUEL STOP, INC.033-8039002-001
TUFF WRAP INSTALLATIONS, INC.033-8031561-001
GAUNTLET AWARDS, INC.033-8033676-001
ABDUL WALI BAYAZ, DDS, INC.033-8031526-001
AGRISCAPE INC033-8035393-001
JOHN VAN VONDEREN033-8036178-001
KENNETH J. ROCHA033-8035328-001
RICHARD MILLER033-8033590-001
TEES AND MORE, LLC033-8033927-002
MH GENNA CORP033-8036660-001
JORDEL CO. (THE)033-8039687-001
RIVA MAGNA, LP033-8039071-001
MARK LANGENWALTER033-8035482-001
EXHIBITS/GRAPHICS/INTERIORS033-8038763-002
IRON INDUSTRIES, INC.033-8035082-001
WESTPHAL WEST, INC.033-8035217-002
JACKIE L. SCHMEISER033-8038889-001
T & L AUTOMOTIVE, INC.033-8034155-001
TOTAL BODY ZONE CORPORATION033-8037740-001
SMART KHENSAWAN033-8033372-001
ROBERT & LENORA DEL RE033-8038946-001
JACKSON PRINTING COMPANY, INC.033-8033850-001
REMAX UNLIMITED, INC.033-8038980-001
DEBRA WEIDNER
  
  
 033-8037886-001
RAPID TEMPS, INC.033-8033112-001
PAUL L. BORNE033-8031524-001
OSCAR & MARTHA GARCIA033-8037158-001
CHAD D. TUTTLE033-8039558-001
SHORELINE AWNING & PATIO, INC.033-8032456-002
J & L BARNHILL, INC.033-8035209-001
SPEED MEDIA, LLC033-8035250-001
CANIK'S FEED AND GROCERY, LLC033-8038785-002
JLM ENTERTAINMENT, L.L.C.033-8034958-001
PO BOY PRODUCTION, LLC033-8032702-001
SALONE SOLE INC033-8034928-001
MC ENTERPRISES LLC033-8038831-001
SIGNATURE DESIGN HAIR SALON, I033-8035508-001
JDO ENTERPRISES, LLC033-8037243-001
RACHAL A. YARNALL033-8035681-001
MARY GILLIES033-8038606-002
KUTNSTYLE, INC.033-8034870-001
HOT ROD BILL'S, INC.033-8038878-001
JAN OUTDOOR ADVERTISING, LLC033-8032578-001
NORTH CENTRAL MISSISSIPPI BOA033-8032244-001
VANITY AVENUE, INC033-8037033-001
CONTRACTORS CHEMICAL, INC.033-8034013-001
OR INVESTMENT GROUP, LLC033-8035171-001
EVERYDAY FITNESS, INC.033-8037298-001
CYNTHIA BUCKNER033-8034530-001
SUSAN THOMPSON & AARON GROSS033-8032241-001
FITCHBURG VETERINARY HOSPITAL LLC033-8032760-001
D & D SERVICES, INC.033-8037168-001
PLEASANT HILL AUTO BODY, INC.033-8034453-001
LBH CONSTRUCTION SERVICES, INC033-8034239-001
RIVERSPA LTD.033-8038960-001
CORONA DEL MAR PIZZA COMPANY,033-8036375-002
SALINA BOOKSHELF INC033-8039554-003
R.A. GREIG EQUIPMENT COMPANY033-8035456-001
BLUE FIELD FLOORS, INC.033-8032439-001
PLANET BEACH ORLANDO, LLC033-8038580-001
HARRIS SILVER & SONS, INC.033-8037985-001
STEVEN K. DAVIS033-8032722-001
SINGING OAKS RETIREMENT COMMUN033-8034602-001
TRANQUILITY SALON & DAY-SPA, I033-8034053-001
ACCURATE ACCOUNTING SERVICES,033-8037313-001
BURKE, WORSHAM & HARRELL, LLC
  
  
 033-8031093-002
SHERRY K. HALLMARK033-8032392-001
EDWIN J ZIMMERMAN JR033-8034612-001
DUNDEE FAMILY FUN CENTER, LLC033-8034715-001
SHORE TANNING, L.L.C.033-8037070-003
NORTH KINGSTOWN RENTALS, INC.033-8034112-001
KIM RYAN MYERS033-8034508-001
DOMESTIC CUSTOM METALS COMPANY033-8031858-001
MARATHON COMMUNITY CHURCH033-8036517-001
AARON J. JOHNSON033-8033466-001
HERITAGE GOLF ATLANTA NATIONAL033-8038088-001
ROCKY MOUNTAIN SPINE AND SPORT033-8036307-001
ARRO SUPPLY CO.033-8039258-002
T & J PIZZA, INC033-8035117-001
SEAN P. GOGARTY033-8038622-001
DONALD SMITH033-8033724-002
CHANCE PIZZA, INC033-8038112-002
TAUNTON RFC COMPANY, INC033-8035243-001
PARADISE FOOD SERVICES INC033-8036202-002
RW PIZZA, LLC033-8034170-002
WILLIAM A. REIFFER033-8035520-001
RED 7 SALON, INC.033-8038108-002
BOOTHE ENTERPRISES, INC.033-8037814-004
APPLIED VOICE AND SPEECH TECH033-8035136-001
DESIGNER SHOES WAREHOUSE, L.L.033-8032504-001
STITCHERY, INCORPORATED (THE)033-8030808-001
LEON D. DAVIS, JR. DDS033-8038115-001
SALON POSH, LLC.033-8037341-001
MICHEL'S TEXAS INC.033-8032424-001
SANDRA E MARTIN, DMD, PA033-8038120-001
HARDWARE CONCEPTS, INC.033-8036631-001
ORVILLE S SYESTER III033-8034179-001
STOCKTON TAN LLC033-8034723-001
SHORE TANNING II LLC033-8035880-001
ERIC SHAWN WHEELER033-8036498-003
PATRICK BALLON033-8039607-001
EDWARD FERRELL033-8037377-001
CRAFTS COUNTRY STORE, A GENERA033-8037237-001
MOXIE, LLC033-8035505-001
OOAL ENTERPRISES, INC.033-8032882-001
JUAN GONZALEZ033-8037648-001
DAVID TAYLOR & ASSOCIATES, LLC033-8038022-001
PAUL YEFFMAN
  
  
 033-8033095-001
ALL ABOUT MEE L.L.C.033-8034466-001
AB ENGINES, INC.033-8031807-001
JAG PIZZA, INC.033-8034539-001
LAYERS, INC.033-8034867-001
KAYMONT CONSOLIDATED INDUSTRIE033-8035832-001
WILL PATE033-8035221-001
TSUNIS HOTELS L.L.C.033-8031264-001
PHILLIP J. SANTUCCI, DDS, MS033-8034501-001
BIRDS EYE VIEW HELICOPTER, L.L033-8036353-001
GOLDEN SPIRIT LIMOUSINE SERVIC033-8034736-003
RON BROWN033-8036726-002
SPORTS GIANT, LLC033-8034349-001
APOTHECARY SHOPPE, LLC033-8031988-001
JACK POGUE CO., INC.033-8033360-001
R.A.M.P. OF N.Y. CORP.033-8038385-001
DIANE R. BAGLEY033-8034848-001
SALON LUIS, INC033-8032426-001
JAMES R PARSONS033-8039047-001
GREEN VALLEY SERVICES033-8031885-002
ALLIED HEALTH CARE SERVICES, I033-8037370-001
ALPESH R. GOVAN033-8034838-001
STAKE COMPANY, LLC (THE)033-8033601-002
SPORTEES, INC.033-8034389-002
ROBERT & LENORA DEL RE033-8036452-002
B&S REFRIGERATED TRANSPORT INC033-8031578-001
NOSOTROS SPORTS PLUS, LLC033-8030408-001
RANDALL S. ROBERTS033-8037729-001
MANNY'S COCINA EAU CLAIRE, INC033-8032389-001
ZED, INC.033-8032007-001
NEWELL & SONS, INC.033-8038236-001
TREETOPS REHABILITATION & CARE033-8033935-002
G & K RENTAL, INC.033-8033641-001
MERCY SIMON033-8037262-005
PCK ENTERPRISES033-8032253-002
DIVERSEY MEDICAL CENTER033-8037625-001
LAWRENCE BELL033-8036678-001
CHANG-CHON KIM033-8036099-001
ALBUQUERQUE ACADEMY033-8038824-001
SHELTER POST PRODUCTION INC.033-8031060-001
JACK L. MALVIN DENTAL ASSOCIAT033-8031198-001
STEVEN J. LEVINE, M.D.033-8031001-001
RAY L. ROGERSON
  
  
 033-8035035-001
DIXIE NOVELTY COMPANY, INC.033-8035931-001
JOYCE E. DUNN & MICHAEL E. DUN033-8036439-001
MARATHON COMMERCIAL SERVICES,033-8034218-001
SIERRA GRANDE LODGE, INC.033-8037732-001
A.C. HUGHES WATER WELL SERVICE033-8038310-001
COMMUNICATION SOLUTIONS & ASSO033-8038079-001
JEM CONTRACTING, INC.033-8035653-001
METAL TECHNOLOGY, LLC033-8033861-002
JUDY & JOHN TOLENTINO033-8032729-001
GSSD INVESTMENTS LLC033-8033002-002
FERESHTEH MAGHSOUDY,DMD,INC.033-8031830-003
G.A.M.E. SPORTSWEAR LTD.033-8030846-001
THOMAS R. BLOCK033-8034823-001
MARKETQUEST LLC033-8034350-001
INTERLOCK MEDIA, INC.033-8038433-001
PHYSICIAN BILLING SPECIALIST033-8033058-001
GRAPHICS MAX CORP.033-8039299-003
FRAMEMAX, INC.033-8035373-001
ALVERBEN ENTERPRISES, INC.033-8036940-001
GARDEN CREST CONVALESCENT HOSP033-8039604-001
RENU, LTD033-8033860-001
STACY A HAMBLY033-8032958-002
J&J DISPOSAL SERVICE, LLC033-8029985-001
DONALD L. POMEROY, M.D., PLLC033-8032150-001
KISHAN & THANKUR CORPORATION033-8034012-002
VICAR LIGHTING, INC.033-8036994-003
TOM JONES DISCOUNT DRUG CENTER033-8038455-001
XENON INTERNATIONAL ACADEMY I,033-8035660-001
OAKVIEW PHYSICAL THERAPY, L.L.033-8033916-001
HAIR TECHNOLOGIES, INC.033-8037502-001
HOHMAN LANDSCAPING, LLC033-8033663-001
DIGITAL PRINT & REPROGRAPHICS,033-8032654-001
ORMROD ENTERPRISES, INC.033-8031083-001
ALCHEMY SALON, LLC033-8036384-001
TREAT YOUR FEET CARPET CLEANER033-8032308-001
PIONEER PROPANE, INC.033-8036431-001
SHINE INDUSTRIAL CORP.033-8033495-001
FIRST TEE NEW YORK, INC.033-8033366-001
TIKI MON TANNING, INC.033-8034656-001
SADIE'S DRUGS, INC.033-8032447-002
TAMPA TENT & RENTAL CO., INC033-8034167-001
SCOTT D STANTON
  
  
 033-8038386-001
CD OF OREGON033-8034478-001
CROSS ROAD TRUCKING, INC.033-8035331-002
AREA RENTAL AND SALES, INC.033-8033677-001
KLEIN ANIMAL CLINC, INC.033-8032199-001
JO SEGUI COIFFURE, INC.033-8037489-001
ADVANCED MECHANICAL ENTERPRISE033-8030557-001
PLACER EQUIPMENT RENTALS, INC.033-8031774-001
CARSEE, INC.033-8032690-001
TERRY COLLINS033-8037949-001
AGAAN, LLC033-8035824-001
FAMILY VENTURE, LLC033-8039138-001
LLOYD MAXCY & SONS BEAUCHAMP C033-8036414-001
SANDRA L MCCLEARY033-8033609-002
AUTO COLLISION, INC.033-8034396-001
JAMES A. FABER D.D.S., P.C.033-8037807-001
STEPHEN M MURPHY033-8031235-001
KENNETH L. PETTIT, DO,LLC.033-8033301-001
COMMUNICATION CONSULTING SERVI033-8037479-002
ALDEN INCORPORATED033-8032450-001
NO LINES TANNING LLC033-8037393-001
STYLEMAKERS, INC.033-8032843-001
ACCURATE AUTO COLLISION, INC.033-8032877-001
SMITH'S TRANSMISSION REPAIR, L033-8029974-001
CUONG TRAN033-8032026-002
BEATA A. CARLSON, D.D.S., P.C.033-8036287-001
CLAUDIA FARNUM, INC.033-8035391-001
X WASTE DISPOSAL, INC.033-8032536-002
IMAGEONE IMPACT, INC033-8032687-001
ESTEEM CARPET CLEANING, INC.033-8035605-001
SOGGY DOGGY, INC. (THE)033-8031931-001
FLAME SPRAY, INC.033-8037136-001
KD KANOPY, INC.033-8031382-001
CROY ENGINEERING, LLC033-8035476-001
MEXICO 1900 RESTAURANT033-8033745-001
MARK G. DRUMMOND033-8031054-001
PERE MARQUETTE RECREATION, LLC033-8032956-001
RONALDO MEIRA033-8033316-002
QBW, INC.033-8039326-001
GRUBBS NISSAN MID CITIES, LTD033-8037388-001
CYNTHIA MOSS PHILLIPS033-8032907-001
ATLANTIC COAST RHEUMATOLOGY, P033-8032691-001
PERSYS ENGINEERING INC
  
  
 033-8036671-001
JONES & CO.,A PARTNERSHIP033-8036371-001
ADAUCTUS GIHAN PERERA033-8035265-001
BLUE ROCK TECHNOLOGIES, LLC033-8034542-001
JUANA GUEVARA033-8035215-001
LISA J. MARTIN033-8032574-001
DONNELLY ENTERPRISES INC033-8032533-001
SIKONDRE C. MATHIS033-8031694-002
CASTLE SYSTEMS, INC.033-8035174-002
R.A. GREIG EQUIPMENT COMPANY033-8032245-001
JIYU, INC033-8031995-001
PAUL E. & NEDKA I. HUFF033-8038340-001
GREGORY L LEMBO033-8036536-001
KILLIAN DENTAL CERAMICS, INC.033-8038286-001
USA TIRES INTERNATIONAL CORPOR033-8030158-001
VIP LITHO033-8037474-001
AFFORDABLE TIRE, INC.033-8036896-001
NATIONAL ENROLLMENT SERVICES,033-8032493-006
MELLACE FAMILY BRANDS, INC.033-8036401-001
L.A. MILLER, CPA, P.S.C.033-8035885-001
KATHLEEN M. BEAGLE033-8035844-002
RED 7 SALON, INC.033-8034873-001
NORTHRIDGE GG, INC.033-8036052-001
LINDEN A. GARDNER033-8034840-001
VIRTUOSO GRAPHICS LLC033-8039327-001
IMAGESPAN, INC.033-8036074-001
RUBEN GALLARDO033-8037760-001
MAHAMATI, INC.033-8033000-003
GARBAGE HOUND SANITATION, LLC033-8039330-001
DANIEL J. LOVELESS033-8034298-001
D.V. AUTO CENTER, INC.033-8032517-001
JAVIER SANCHEZ033-8032217-001
DEZI, INC.033-8035665-001
KAHDIJAH'S SOLUTIONS HAIR STUD033-8032047-001
WES D. DANNENBRING033-8034117-001
EDUCATION TECHNOLOGY CONSULTAN033-8039044-001
JOSHUA W MATTHEWS033-8036561-001
HAIRMETRICS, INC.033-8034257-001
ASHLEE CAMPBELL033-8038084-002
SEIGLER ENTERPRISES, INC.033-8034589-001
SMARTLABS, INC.033-8033085-001
REBALSARIAN FOODS, L.L.C.033-8038778-001
DEBRA HINES, INC.
  
  
 033-8037412-001
NZR RETAIL OF TOLEDO, INC.033-8032782-001
OM SPA CHIROPRACTIC & WELLNESS033-8029782-001
PHOENIX MASONRY, INC.033-8035190-001
KELLY SHOENFELD, INDIVIDUAL033-8035585-001
SALON ZUBERENZ, INC.033-8033772-001
BROWN FAMILY BUILDERS, LLC033-8031675-002
SMALL CONSTRUCTION, INC.033-8038421-002
RENA J SHAMIE033-8033271-001
JAKOR SALON, INC.033-8032221-001
ODD-IT-TEES ADVERTISING SPECIA033-8032765-003
CHARLOTTE SHREDDERS, LLC033-8039529-003
ERIC ROSS WINERY LLC033-8039627-001
AXIS ENTERPRISES, INC.033-8031889-001
QUALITY LUBE CENTER, INC033-8034427-001
GESCO MIAMI CORP.033-8033702-002
ADVANCED CLEAN-UP TECHNOLOGIES033-8030546-001
DAVID LANIER033-8035398-002
MARKETQUEST LLC033-8033606-001
MIRNA LARA033-8031954-001
W.S. YOE NURSERIES R.&D., INC.033-8035515-001
TJA VENTURES, LLC033-8038546-001
KRAMER PHOTOGRAPHY, INC.033-8036545-001
ANTHONY JOHNSON033-8036420-001
ULTIMATE EXPOSURE, LLC.033-8035399-001
STEPHANIE F. KAATS033-8034674-001
COUNTRY TOOL RENTAL INC033-8035044-001
COMMEMORATIVE AIR FORCE- MISS033-8032167-001
CM BRONZE, INC.033-8034900-001
WM GLENN WOODSON033-8035896-001
BETTYE MIFFLIN033-8037498-001
CHIROPRACTIC ASSOCIATES OF FA033-8031970-001
TONY J. ULIANO033-8035979-001
ABK ENTERPRISES, INC.033-8033177-001
BUILD IT GREEN033-8038998-001
AVCOA, INC.033-8038428-001
SPECIAL EVENT SERVICE & RENTAL033-8033613-001
COMRISE TECHNOLOGY, INC.033-8031128-001
H.M. YURGALAVAGE, DMD., P.C.033-8037361-001
ROBERT G. PETERSON033-8033242-001
NATURAL BEAUTY SALON AND ACADE033-8032284-001
CHRISTOPHER L SNEED033-8035078-002
GLEN A MEAD
  
  
 033-8029800-001
GARY P. TOBIN, D.D.S., INC.033-8039542-002
CORE KINETICS MOVEMENT & PILAT033-8034097-001
TURNER ENTERPRISES, INC.033-8029205-001
ZEROREZ NC, LLC033-8036795-001
FOOD SCIENCES CORP.033-8034481-001
FAST LANE 1998, INC.033-8036294-001
KELLY A. JOHNSON033-8039074-002
V.S.V. BAKERY INC.033-8035381-001
A DAY AWAY SALON AND SPA, INC.033-8039469-001
FOREIGN CANDY COMPANY, INC THE033-8036868-003
JOHNSTON DESIGN ASSOCIATES, LL033-8038747-001
SALON COMMISSO, LTD.033-8036851-001
ROBERT HUMPHREY033-8037464-001
R & C PROPERTY INVESTMENTS, LL033-8031686-001
SUBWAY DEVELOPMENT OF NORTHERN033-8031693-001
GAFA TX, INC.033-8031898-001
JEFFERY E. HODGES, DDS, PC033-8039508-001
NEVADA NOVELTY, INC.033-8031527-001
ADVERTISING RESOURCES, INC.033-8032269-003
MOUNTAIN VIEW CHILD CARE, INC.033-8032542-001
HARLEY'S DESIGN CONCEPTS, INC.033-8036912-001
LOIS A CHILDERS033-8034404-002
TAW ENTERPRISES, INC033-8037936-001
CONDO SERVICES, INC.033-8033531-001
KEITH K. KUBICHECK, INC.033-8035354-001
FRANK WITMER033-8031130-001
HORIZON DENTAL, P.A.033-8038540-006
INDEPENDENT EQUIPMENT CORP.033-8032625-001
KAREN M KARLE033-8033224-001
UPTON INC033-8039489-001
CHAMPIONSHIP ENTERPRISES, INC.033-8032188-001
SYSTEM, INC., THE033-8032520-001
RONK SERVICE CENTER, INC.033-8035226-001
L & D NEW CORP.033-8032030-001
IZNSTACY,INC.033-8032068-002
CORLEY COMPANY (THE)033-8031863-001
BEACHLESS GLOW, INC.033-8036872-001
RR&C PROPERTIES, L.P.033-8036964-001
A. RHODES WILSON & ASSOCIATES033-8032948-001
MARY'S EMBROIDERY/ROLAND'S TRO033-8035648-001
CRI ADVANTAGE, INC.033-8031951-001
THOMAS J. NEELY JR.
  
  
 033-8036087-001
24TH STREET SUB, INC.033-8033925-001
SALON PANACHE, A GENERAL PARTN033-8033091-001
SANFORD BARROWS GROUPS, INC.033-8032216-001
GABRIEL M SALINAS033-8036049-002
FRANCIS R. HELM JR.033-8033176-001
RUBYWORX, LLC033-8034134-002
NEIGHBORHOOD GROCER, L.L.C.033-8034222-001
NASHVILLE PIZZA CO., INC.033-8032752-001
U.S. MARTIAL ARTS ACADEMY, INC033-8029664-002
EAST AMAZON AUTO REPAIR, INC.033-8033040-001
SOIREE HAIR SALON & MINI SPA,033-8032876-001
PALISADES CHARTER HIGH SCHOOL033-8033730-003
DIVERSEY MEDICAL CENTER033-8033401-002
BRIAN COLLINS033-8039103-001
JOSEPH NJIHIA033-8032671-001
ORION FOOD STOP, INC.033-8027198-901
PSI PIZZA, LLC033-8033721-001
MAD PIZZA COMPANY, INC033-8032522-001
BAYOU SIGNS & GRAPHICS, L.L.C.033-8038766-001
907 DRIGGS AVE. ASSOCIATES, L.033-8033750-001
KOHLHEPP J.A., SONS, INC.033-8033728-001
ROMA OF NORTHERN CALIFORNIA033-8034433-001
BRUCE W. TURNER033-8028404-001
LAWS CUSTOM FLOORING, INC.033-8037271-001
CONNECTICUT NURSES' ASSOCIATIO033-8035175-001
QUINCY MOTORS, INC.033-8037849-001
AIRWEST AIR CONDITIONING AND H033-8034371-002
ADIRONDACK TOOL CO., INC.033-8035092-002
SMITH'S TRANSMISSION REPAIR, L033-8033227-001
MAYERS MEMORIAL HOSPITAL DIST.033-8032934-001
WATSON MASONRY CO.033-8038572-002
LATHAM'S DOWNTOWN HARDWARE, IN033-8032902-001
SOUTH SHORE AUTO RECOVERY, LTD033-8032350-002
AKSHAT, INC.033-8034067-001
AFFIRMED HOUSING GROUP033-8037050-001
NICHOLAS, RICHARD INC.033-8032740-001
CRITERION CHILD ENRICHMENT, IN033-8039202-001
SUNBANQUE OF GLOUCESTER, INC033-8034297-001
ULTIMATE PARTY SUPPLY, INC.033-8034216-001
ALL FRENDZ, INC.033-8038904-001
CORE KINETICS MOVEMENT & PILAT033-8038373-001
MARTIN N. GORMAN, D.D.S., A PR
  
  
 033-8031072-001
JEROME A. COHN, D.P.M., P.C.033-8032710-001
DAVID HAMP033-8032829-001
MIKE SCOLES, INC.033-8031374-002
BWWC CORPORATION033-8038114-002
CHARLES L LINVILLE033-8032624-001
SIMPLY YOU SALON, LLC033-8039272-001
C. MARINO, INC.033-8031613-001
COZMO THE SCHOOL, INC.033-8030899-001
FRAN BOWMAN033-8032324-001
MICHAEL H GARABEDIAN033-8031236-001
BERKSHIRE PLACE, LTD033-8030220-001
PATRICIA AND ALLAN KOPPMAN033-8034319-003
C & A EMBROIDERY & LOGO DIGITI033-8039130-001
VIPER TECH, INC.033-8036884-002
FINANCIAL ADVISORS OF AMERICA,033-8031896-001
ENVIROMATRIX ANALYTICAL, INC.033-8031819-001
NOACK AWARDS & ENGRAVING, INC.033-8031635-001
WILLIAMS CLEANERS, INC.033-8039168-001
DAVID'S AUTOMOTIVE REPAIR LLC033-8030759-001
JOHN E. BALMER, D.O.033-8030965-001
EAST GEORGIA PAIN MANAGEMENT C033-8030855-001
FAITH A. COUSINS DDS P.C.033-8031174-001
GATEWAY FAMILY DENTISTRY, LLC033-8038206-001
CCM ASSEMBLY & MANUFACTURING,033-8038496-002
ALEXANDER'S OF CAMBRIDGE, INC.033-8037296-001
ART OF BEAUTY BY CRYSTAL, INC.033-8038506-001
ANDRUS HOLDINGS, LLC033-8036424-001
MAJESTIC MARBLE AND GLASS COMP033-8032045-001
RONALDO DE JESUS, M.D.,P.C.033-8032929-002
ANDY'S TREE SERVICE L.L.C.033-8030741-001
HALA AHMED AL-TARIFI, DDS033-8034486-001
ADVANCED STRUCTURAL INSPECTION033-8038324-001
DONG SEON LEE033-8035619-002
STRATEGIC RISK MANAGEMENT GROU033-8034213-002
JOHNSTON DESIGN ASSOCIATES, LL033-8033833-002
SUSAN J. PLECITY033-8028948-001
SOUTHSIDE BLUEPRINT SERVICE IN033-8036878-001
CYBERNET CONSULTING, INC.033-8034972-001
PANGEA SILKSCREEN033-8032089-001
HUNKELER EYE INSTITUTE, P.C.033-8031450-001
VONDA K. VICTOR033-8032242-001
JAMES A. SCHAGER
  
  
 033-8032276-001
IMAGINE ENTERPRISES, INC.033-8024146-001
B & L BOWLING CENTER, LLC033-8035838-001
ROMAN CATHOLIC ARCHBISHOP OF B033-8033234-001
PLATINUM SALON & DAY SPA LIMIT033-8031057-001
KAT GUYON033-8033505-001
P.C. CONCESSIONS, INC.033-8033498-001
HERBERT & LINDA DECKER033-8032305-002
RAMCO TECH, LLC033-8039448-001
KARKRAFT SYSTEMS,LLC033-8031953-002
ALPHA ANALYTICAL, INC033-8038663-001
TRAILER REPAIR & MAINTENANCE,033-8038771-003
AARON THOMAS033-8036906-003
ASHLEY MEDICAL EQUIPMENT & SUP033-8033179-001
STADI THOMPSON033-8030974-001
BARTLESVILLE ANIMAL HOSPITAL,033-8036394-002
PATRICK BALLON033-8036085-001
CAMPBELL DENTISTRY, INC.033-8034929-001
ALISON MERRITT033-8032733-004
S & T HARDWARE INC033-8031952-001
CORLEY COMPANY (THE)033-8032491-001
PONTIAC LAKE, INC.033-8032601-001
BRISTOL TORREY, INC.033-8038327-001
EAST SIDE AUTO SALES, INC.033-8033362-001
STEPHEN J. NICHOLAS, M.D.,P.C.033-8032803-001
MICHAEL LEMKE033-8034786-001
EDWIN E AND PAULETTE H ROCHER033-8036265-001
FLORIDA AWARDS AND TROPHY COMP033-8030501-001
MAX HAIR SALON, LLC. (THE)033-8038981-001
BENNY OWEN033-8030723-001
LIBERTY ANIMAL HOSPITAL, P.C.033-8030788-001
PET FRIENDS, LLC033-8030825-001
BRIAN G. MEEHAN, M.D., P.C.033-8030852-001
LAURIE J. BLANSCET, DO033-8033097-001
AMERICAN BRIGHT STAR INC033-8036453-001
LATHAM'S DOWNTOWN HARDWARE, IN033-8033189-001
ARTISTIC SIGNS & NEON, INC.033-8038043-002
OOAL ENTERPRISES, INC.033-8039505-001
BE'JE SALON & ESPRESSO BAR, LL033-8034376-001
HEALTH CARE ASSOCIATES, INC.033-8032960-001
MONUMENT PHARMACY, INC.033-8038001-004
VENDING OF TEXAS, L.L.C.033-8034578-001
THIRD AVENUE INVESTMENTS, LLC
  
  
 033-8038783-001
GNU ENTERPRISES INC.033-8033805-002
A & S SULTAN, INC.033-8031891-001
SOCKET SOURCE, INC. (THE)033-8032810-001
ANONYMOUS GLASS WORKS, INC.033-8032950-001
L & M MINI-MART, INC.033-8037076-001
STREET METALS LLC033-8035445-001
DAVID T. PATTERSON033-8035560-001
JOHN C. CREEL033-8037906-001
REBECCA CLAUSEN033-8031111-001
ROAD TO RESPONSIBILITY, INC.033-8031890-002
M. HOLLAND COMPANY033-8031502-001
SHREE MOUNY, INC.033-8028959-001
CAMEO, INC (THE)033-8034954-002
ULTIMATE PARTY SUPPLY, INC.033-8032417-001
DAFCO INVESTMENTS, LLC033-8039104-001
PARRIS PIZZA, INC.033-8032872-001
SUZANNE FELSEN LLC033-8031529-001
SHEAR XPECTATIONS, LLC033-8032434-002
STEPHANIE A EVANS033-8030880-001
BENLINE CORPORATION (THE)033-8032776-001
TENNESSEE WIRE TECHNOLOGIES, L033-8035481-001
MCKERNON GROUP, INC. (THE)033-8036733-001
ASSOCIATED MICROBREWERIES, LTD033-8031627-001
MIND, BODY, & HAIR, LLC.033-8033303-001
C&C SERVICE CORPORATION033-8034759-002
JEWELRY BY DESIGN INC033-8036454-002
SUPERIOR SIGNS SERVICE, INC.033-8038613-001
FRAMEMAX, INC.033-8032419-001
EMBROIDERED SPORTSWEAR, INC.033-8032394-001
STEVE OWENS TRANSPORT SERVICES033-8038605-001
KUTNSTYLE, INC.033-8034853-001
JIMMY WALKER033-8035673-001
S & K ENTERPRISES033-8038870-001
CESAR DUARTE033-8029753-001
TAYLOR PROPERTIES OF ORANGE CITY, LLC033-8032081-002
HOWELL LOGGING, INC.033-8035837-001
DOUBLETOOTH, INC.033-8033331-001
CHARLES T STERLING033-8033475-002
AMBI PHARMACEUTICALS, INC.033-8035993-003
WESTCOAST WAREHOUSING LLC033-8031566-001
DIVERSEY MEDICAL CENTER033-8031141-001
CYNTHIA D. MCNEIL
  
  
 033-8031935-001
LILIT NAZLOUYAN033-8035618-001
GRAND BEACH RESORT II CONDOMIN033-8034135-001
MIKKIA M BRILL033-8031709-001
DIANE M. HATEM033-8033326-001
CLIP ZONE, INC.033-8031555-001
LUCE TRUCKING COMPANY033-8031197-001
CAROLINA INDUSTRIAL COATING CO033-8033065-001
PATRICK BALLON033-8033158-001
AMIL & AMER, INC.033-8038537-001
YOUR PHOTO TO PAINTING, LLC033-8039291-001
PVC ENTERPRISES, INC.033-8032066-001
NATURAL HIGH, INC033-8038643-001
AAA AIR CONDITIONING, INC.033-8036638-001
JONG CHAN KIM033-8038265-001
CEDAR'S MEDITERRANEAN FOODS, L033-8031389-001
AD-ONE INNOVATIONS INC.033-8031415-001
FRANK J. KADEL, D.O., P.C.033-8033169-001
CUT ABOVE HAIR GALLERY, INC (T033-8032844-001
FAST LANE 1992 L.P.033-8028374-001
SMART PARTY RENTS, INC.033-8031892-001
SPANISH TRAIL HOSPITALITY CORP033-8031630-001
RONALD & DEBORAH BAILEY, INDIV033-8032814-001
BART A. HALL033-8031702-001
DAVID D. GRAHAM033-8038242-001
DALLAS TIGERMARK LP033-8038387-001
JIM MCNATT AUTOMOBILE CO.033-8033128-001
NANCY CODY033-8038705-001
BLUE RIBBON VENDING, LLC033-8039191-006
GAMKA SALES CO., INC.033-8035152-001
MBS MANUFACTURING, INC.033-8030794-001
INK AD, INC033-8035085-001
MIDCAROLINA PEDIATRICS, P.A.033-8033986-001
RICK BELT033-8034236-001
A CLASS ACT, A WASHINGTON GENE033-8037081-001
JOANIE PARKER HAIR STUDIO, INC033-8032916-001
MCMAHAN SALES & MARKETING, INC033-8036325-002
FELLOWSHIP CHRISTIAN SCHOOL, I033-8032694-001
FENKELL STOP PLUS INC.033-8032831-001
JOHNSTON DESIGN ASSOCIATES, LL033-8031620-001
KBL, INC.033-8031528-001
HERMAN L. BROADWAY033-8035523-001
SUSAN HUMPHREY
  
  
 033-8032179-001
HMS EDUCATIONAL SERVICES, INC.033-8034087-001
CURTIS MCDANIEL033-8032318-001
CINDY CORP.033-8031563-001
LAMIA SHOREZ033-8032689-001
CARIBBEAN COLOR, INC.033-8033109-002
U.S. MARTIAL ARTS ACADEMY, INC033-8037658-001
CARSON T. LO, MD.P.A.033-8036021-001
REENA CORPORATION033-8037784-001
CHARLES L LINVILLE033-8038189-002
CRESENT HEIGHTS DEVELOPMENT033-8032852-001
HERITAGE GOLF OYSTER REEF, LLC033-8034456-001
A NURSE AND A SPA INC.033-8039065-001
BLACKCREEK WOODWORKS, INC.033-8028986-001
BRADLEY'S BODY SHOP, INC.033-8038153-001
REYNA BROTHERS, INC.033-8032160-001
TEAM NORTH SYRACUSE, INC.033-8031916-001
NORTHEAST DERMATOPATHOLOGY INS033-8033892-001
SHIRIN SARI (USA), INC.033-8039338-001
KIM FARON033-8035578-001
DENISE LEE'S, INC.033-8031357-001
EARTH, MOON & SUN, LTD033-8038243-001
TIGERMARK, LTD.033-8038627-001
FREESTYLE INFORMATION TECHNOLO033-8035497-001
FRONTERA FINANCIAL SERVICES033-8034292-001
ADRIAN RIVAS033-8031759-001
GUACAMOLE, INC.033-8031547-001
SUNSHINE MILLS INC.033-8033076-001
EVCO COMPUTER & EMBROIDERY CRE033-8031479-001
DOYLE W. ROGERS033-8033635-001
A CLASSIC HAIR DESIGN, LLC033-8038910-002
SOUTHLAND EQUIPMENT SERVICE, I033-8031249-001
L & M RENTALS & EQUIPMENT, A P033-8031433-002
IVAN COLON033-8033924-001
CHICAGO STREET HAIR COMPANY033-8035705-001
CSC OF NC, PC033-8039301-001
REM PETROLEUM INC.033-8027241-001
ARIZONA SCREEN PRINTING CO033-8031406-002
CWF, INC.033-8039634-002
CHEOL H. WOO033-8031961-001
BUDERER DRUG COMPANY, INC.033-8036787-001
KUPER SIGNS, INC.033-8039492-001
STAFFORD PRIMARY CARE ASSOCIAT
  
  
 033-8037724-001
GARRY G. STARR033-8035411-002
ISOTEC INTERNATIONAL INCORPORA033-8031769-002
MOUNTAIN VIEW CHILD CARE, INC.033-8030549-001
ERIC ANTHONY MORSE033-8038215-001
FLORENCE MEAT PACKING, CO. INC033-8031000-001
SANTA FE MEDICAL CLINIC, INC033-8039322-001
CARRIBBEAN TAN COMPANY, LLC.033-8032287-001
SHIRLEY V. WATERS033-8031029-001
MOUNTAIN LAKES DENTAL ASSOCIAT033-8031037-001
LOWCOUNTRY PET WELLNESS CLINIC033-8039023-001
MRM TRUCKING, INC.033-8036061-001
RAY NOLD II033-8032093-001
OLIVER J. SMITH033-8032946-001
UTA AMERICA CORPORATION033-8031720-002
ROAD TO RESPONSIBILITY, INC.033-8029773-001
JF MANUFACTURING, INC.033-8031956-001
DANIEL MCALLISTER, INDIVIDUAL033-8031244-001
DB THOMPSON, INC033-8031767-001
NICHOLAS W. DEBELLIS, III033-8031485-001
MOREY MOTORWURKS LLC033-8031662-001
S & J DESIGN CONNECTION INC.033-8033536-001
SEAN P. JENNINGS PSY.D.,INC.033-8031466-001
STEVE J. MELANDER-DAYTON033-8031859-001
SIGN DESIGN & LABELING, INC.033-8031813-001
TEMP TECH MECHANICAL SERVICE C033-8035382-001
LARRY W. SCHATZ033-8037351-001
CATHEDRAL ROCK OF NORTH ST LOU033-8033328-001
OM & F, INC.033-8038587-001
THOMAS D BOLTEN033-8030011-001
C N D ASSOCIATES, INC033-8038764-001
JOEL K. REIDENBAKER033-8033722-001
OLD PUEBLO RESTAURANT033-8032229-001
GOLDEN GODDESS, LA STUDIO DE033-8037950-001
CLIFFORD T HICKS033-8031612-001
MERGE FITNESS LLC033-8032441-001
ARPOM, INC.033-8039664-001
SAKURABANA, INC.033-8030994-001
STEVE MALHEREK033-8036388-001
PARADISE PRODUCTIONS, INC.033-8031354-001
JOSEPH J. ASTRELLA033-8035431-002
BLOOMFIELD PARTY RENTAL CORPOR033-8038933-001
METRO PEDIATRICS, P.A.
  
  
 033-8028495-001
MEOKI, LLP033-8030245-001
DUSTIN DUGGER033-8032612-001
ALICE H. KRAL033-8029659-001
ROCK SOLID IMPRESSIONS, INC.033-8037486-002
AARON THOMAS033-8031597-001
GREENSPAN ADJUSTERS INTERNATIO033-8039421-001
CHADDS FORD ANIMAL HOSPITAL, P033-8031488-001
CONTRACTOR SALES & RENTALS OF033-8038707-001
VBAGS INC.033-8031486-001
TRASH MAN, INC. (THE)033-8032854-002
HAMMOND FURNITURE,INC.033-8031422-002
STAN & SONS, INC.033-8031631-001
MARILOU'S HAIR SALON, INC.033-8032900-002
DAVID L. PALAGYI033-8036086-003
CASTLE SYSTEMS, INC.033-8038126-001
SCP INTERNATIONAL, INC.033-8030113-003
S & T HARDWARE INC033-8038195-001
MANGOS & MONGOOSES, INC.033-8034827-001
GARDINERS BAY COUNTRY CLUB033-8030632-001
CHERIE L. MCALLISTER033-8035402-001
MARIA REYES033-8038692-003
HAT TRICK PIZZA, INC033-8032590-001
HEALTH AND COMFORT PRODUCTS, I033-8035514-001
AARON THOMAS033-8032853-001
HAMMOND FURNITURE,INC.033-8031893-003
M. HOLLAND COMPANY033-8032539-001
JOHNSTON & HAYDEN, LLC033-8033054-001
SALON NOUVEAU, LLC.033-8033078-001
PIERSON COMFORT GROUP, LLC033-8037506-001
BLOOMFIELD RENT-ALL, INC.033-8031618-001
VINEBURG MACHINING, INC.033-8031158-001
GRIMM FAMILY PRODUCTIONS, INC033-8031218-001
FOUR STAR INVESTMENT GROUP, LT033-8039179-002
IN HIS SERVICE PRODUCTIONS, LL033-8031634-002
B&C VISIONS, LLC033-8038691-001
COOKSTON ENTERPRISES, INC.033-8034160-002
KERIEL, INC.033-8038614-001
JOANIE'S ABOUT FACES, INC.033-8035468-003
AKO ENTERPRISES, INC.033-8038809-003
SCHWARTZ SILVER ARCHITECTS, IN033-8032849-001
MICHAEL P. HERZOG033-8031599-001
HIGHLAND MOBIL, INC
  
  
 033-8031666-001
ACTIVE, INC.033-8032744-001
CLEAN BEGINNINGS DISTRIBUTION033-8031404-001
BRIAN COLLINS033-8039114-001
FAIR ADVANTAGE, INC.033-8030683-001
MCCREM, LLC033-8033288-001
LARRY KING AND ASSOCIATES, R.L033-8030942-001
SANDEL AND ASSOCIATES, INC033-8038693-001
AAR, LLC033-8031838-001
GLEN A MEAD033-8032850-002
HERITAGE GOLF WHITE COLUMNS, L033-8039176-001
JAMES GARVIN033-8033168-001
STACEY G. LITTLE033-8031945-002
CURBSIDE SERVICES, INC.033-8033533-001
JAI KISHAN INC033-8035557-002
WILLIAM P. CLYSDALE AND SONIA033-8031710-001
FRANK J. ZECHMAN033-8039490-003
KEVIN BARBEE033-8039286-001
BG SUNOCO, INC.033-8031785-001
S & S MANE ATTRACTION, LTD033-8034733-001
HAROLD F. FISHER & SONS033-8038424-001
MCNEIL INDUSTRIES, INC.033-8034145-001
WAYNE CAMPBELL033-8031757-002
KAMALJIT SINGH033-8030901-001
JORGE A TREMINIO033-8031411-002
CONCRETE IDEAS, LLC033-8032423-001
SALON DU SOLEIL, INCORPORATED033-8031998-001
SALON LOBA, LLC033-8038235-003
SPENCERS GAMEMASTERS CO. INC.033-8032416-005
XPRESS DATA, INC033-8035890-001
MANE ATTRACTION SALON, LLC033-8036583-002
MCCUNE FOOD SERVICE, INC.033-8039472-001
OTA HOUSE, INC.033-8033623-001
COLORADO ENGINEERING & INSTRUM033-8039350-003
RQ CONSTRUCTION, INC.033-8039534-001
LAURA DURFEE033-8031930-001
MITCH CONTRACTING COMPANY033-8031822-001
CONTINENTAL CLEANERS, INC.033-8028997-001
TAMBONE INVESTMENT GROUP, INC.033-8032700-001
PREFERRED LEGAL SERVICES, INC.033-8036623-001
ROBERT L HOLLOWAY JR033-8032467-001
JACKSONVILLE SKIN REJUVENATION033-8031041-001
BRAZILIAN BEAUTY SALON, INC.
  
  
 033-8036937-002
SEARIDERS BROKERAGE CORP033-8032021-001
SALEM'S TEXACO033-8032218-001
D.E. HARRIS & CO.,033-8031487-001
SMITH SUPPLY COMPANY, L.L.C033-8031183-001
HIDEF TECHNOLOGIES, INC.033-8036135-001
JACQUELINE D THOMPSON033-8035593-002
WESTCOAST WAREHOUSING LLC033-8030917-001
CAPELLO HAIR DESIGNS LLC033-8031811-001
PISTOL CITY, INC.033-8032431-001
M & I LAUNDROMAT CORP.033-8032114-001
ADVANCED CRUSHER TECHNOLOGIES033-8030766-001
HAFNER & SON, INC.033-8033957-002
SEHGAL ENTERPRISES INCORPORATE033-8039277-004
PORTERS, INC. (THE)033-8031520-001
PUT-IN-BAY RESORTS, LLC033-8032862-001
HERITAGE GOLF PORT ROYAL, LLC033-8032161-001
BEAVEN CONSTRUCTION, INC.033-8032165-001
ULTRA TAN, A PARTNERSHIP033-8039372-001
MBNY, LLC033-8038219-001
EASTERN GENERAL CONTRACTORS, I033-8031132-002
H & H FOOD MARKETING, INC033-8032770-003
CUTTING EDGE SPORTS TRAINING,033-8039150-001
SEOUNG O JANG033-8039602-001
MERIDETH J TOWNE033-8030275-001
B & L MEN'S & BOY'S, INC.033-8030929-001
JOHN R. GALLOWAY, D.D.S., P.C.033-8033771-001
THOMAS MORRISON033-8031793-001
D & D HOLDING CO.033-8039309-001
T.V. FITNESS, INC.033-8031462-001
MOUNTAIN VIEW CHILD CARE, INC.033-8031654-001
DANIELLE'S HAIR STUDIO INC.033-8031435-001
WYLD & COMPANY, LLC033-8031611-001
AULTS SERVICE, INC.033-8032645-001
A-1 MANHATTAN CUSTOM FURNITURE033-8031246-001
EDISON KLEBS033-8039032-001
CAROLYN PRESTON033-8039644-001
B&B FLOORING DESIGN CENTER, LL033-8031429-001
KEVIN & DENISE GILBERT033-8034903-001
DYNAMIC JANITORIAL SERVICE, IN033-8038612-001
PURBECK HOLDINGS, INC.033-8039033-001
STORE 24 EXPRESS, INC.033-8036719-001
ALFA COLLISION INC
  
  
 033-8035758-001
PARK CITY FORD, INC.033-8028102-002
ST. LOUIS PHYSICAL THERAPY, L.L.C.033-8038882-002
PALLET MANUFACTURING, INC033-8039335-003
MATS FOR YOU, INC.033-8033237-002
BREA TV SERVICE, INC.033-8035288-003
VENDING OF TEXAS, L.L.C.033-8038753-003
PORTERS, INC. (THE)033-8029772-001
TIKI TAN II, INC.033-8030908-001
DRAC INC.033-8029729-001
PHYSICAL THERAPY SPECIALISTS O033-8037979-001
CHICO'S BBQ & RESTAURANT CO.,033-8038914-001
GRAND ESCAPE DAY SPA & SALON,033-8038536-001
ERICA ALFORD033-8038669-001
EXTERA PARTNERS, LLC033-8031699-001
SIDGA INVESTMENTS, INC033-8031837-001
HOUSE CALL PHYSICAL THERAPY, P033-8030966-001
ANDREW'S CHEER GYM, INC.033-8035869-002
JACK'S PIZZA #1 INC033-8031074-001
TME, INC033-8038830-001
GLOBAL SKIN CARE LLC033-8038578-001
INSPIRION MANAGEMENT GROUP, IN033-8038800-001
SERENITY IN THE MOUNTAINS, INC033-8031194-001
GREAT LAKES STRIPING & SEALING033-8034318-002
VENDING OF TEXAS, L.L.C.033-8032254-001
BIERMA CONSTRUCTION033-8038730-001
TRANSLIGHT COLORS, INC.033-8031251-001
KAMALJIT SINGH033-8031729-001
AHLARA INTERNATIONAL, LLC033-8031768-002
TMR & GMB, INC.033-8028377-001
JAMES E ROBERSON033-8031078-001
D & B PIZZA, INC033-8039260-002
RED RABBIT FOOD, INC.033-8032190-001
L&D EYE ASSOCIATES, INC.033-8030116-001
LARRY A. RAINES033-8038425-001
PALLET MANUFACTURING, INC033-8028905-001
MARY ANN SPARROW033-8030872-001
JENNIFER E. QUIGLEY033-8031564-001
PARTY KING, INC.033-8030182-001
CAPITAL CITY ENGRAVERS, INC.033-8035914-003
N.R. UNDERWOOD & SONS ENTERPRI033-8031625-001
TABLE ROCK PIZZA, INC.033-8031361-001
TYPHOON INTERNATIONAL CORP.
  
  
 033-8031228-001
S & H HARDWARE & SUPPLY CO.033-8038399-002
CONNORS AND SULLIVAN, P.C.033-8031762-001
MARC B. STERNBERG D.D.S.INC.033-8031337-001
EICHELBERGER ENTERPRISES, INC033-8031876-001
M. HOLLAND COMPANY033-8035870-001
AYESU HEALTH PLUS, INC., PC033-8031104-001
BLUEWARE, INC.033-8031731-002
L R M PACKAGING, INC.033-8032685-001
SEHGAL ENTERPRISES INCORPORATE033-8038979-001
TOM HENNES, INC.033-8031681-002
ZAUDHAUS, LLC.033-8031401-001
RON BROWN033-8030544-003
TLC GROUP LTD.033-8031261-001
JANICE L. CHAMBERLAIN033-8031120-001
ROUND-UP PIZZA, INC.033-8031601-002
RON BROWN033-8031302-001
ZAUDHAUS, LLC.033-8032250-001
MALIBU TAN, LLC033-8032249-008
EVENT NETWORK, INC.033-8031199-002
K & P SUBWAY, A GENERAL PARTNE033-8035671-002
HANOVER, LLC033-8035734-001
NOBUKO HENDRICKS033-8030945-001
MARGARET A. DESJARLAIS033-8038571-001
JDEAN DESIGN COMPANY, LLC033-8029952-001
B & B TOWING, INC033-8038879-001
D-BOSS, INC.033-8031073-001
LIFESTYLE HAIR, INC033-8030200-001
INDULGENCE SALON LLC033-8032000-002
GREENSPAN ADJUSTERS INTERNATIO033-8038596-001
RICHARD MCELHINEY ARCHITECT, P033-8029537-001
CATALINA VETERINARY CENTER, PC033-8030876-001
PRO-MACHINE, LLC033-8038065-002
CHRISTOPHER M. BAUM033-8032780-001
FLORIDA MEDSPA PARTNERS, LLC033-8036342-001
DO-IT BEST CENTER INC.033-8038360-001
OSWEGO SUITES,L.L.C.033-8036578-002
A.A.A. BOWLS UNLIMITED, INC.033-8027890-001
PIZZATIYEH, INC.033-8035794-001
THU S. DO, DDS033-8037418-001
YVONNE M. RODRIGUEZ, D.D.S.033-8034601-001
OLGA FACIAL SALONS, INC.033-8039117-001
KIM KOENIG
  
  
 033-8038698-001
GEORGE S. ADAMS CORP.033-8038208-001
LIK USA CORPORATION033-8036243-001
CLIFFORD BOLINGER033-8033454-001
DDC FOX PIZZA LV, LLC033-8035337-001
SUCCESSFUL OPPORTUNITIES TAKEN033-8037777-001
3 PIPS PIZZA, LLC.033-8039347-001
COFFEE CONNECTION GROUP, LLC033-8038518-001
EVANS CONVENIENCE AND CARWASH,033-8036572-001
TOP NOTCH INSTALLATION, INC.033-8031779-001
PATRICK HOWARD, D.D.S.033-8037706-001
BODY & HEAT TANNING LLC033-8036101-001
HANDY LAUNDRY, INC.033-8036508-001
JERRY TATE033-8033337-001
PANOUSSI'S DENTAL LAB, INC.033-8036689-001
JOHNSON TIRE AND SERVICE CORPO033-8031412-001
LINDBERG MITIGATION INC033-8032742-003
TME, INC033-8033792-001
JOSEPH W. LITZENBERGER, JR033-8039289-001
PURE BENEFITS, LLC.033-8035845-002
STRATEGIC SALES GROWTH, INC.033-8028401-001
MERCURY TANNING SALONS, INC033-8037674-001
GARY JOHNSON033-8037460-001
ANATOLIJUS BACKO & SIMONAS GAI033-8037575-001
LEE BRUNSON CONCRETE/MASONRY,033-8030548-001
SHIRT WORLD, INC.033-8024926-001
SETTING ENTERPRISES, INC.033-8029375-901
SILVERDEER BURGER VENTURE, LLC033-8029473-001
EASTERN MERCANTILE, LLC033-8029669-002
SPECIALIZED BUSINESS SYSTEMS,033-8031716-001
CENTRAL CAL ORTHOPEDIC MEDICAL033-8032267-002
MICHAEL P MOULTON033-8032455-001
GALEN H. DAVIS033-8032641-001
CLEANER'S CLUB, INC.033-8032987-002
CENTRAL CAL ORTHOPEDIC MEDICAL033-8033266-001
DY3 PRODUCTIONS, INC.033-8033340-001
PRIDE FIRST, LLC033-8033784-001
LARRY & CAROL'S HARDWARE AND R033-8034037-001
JASON C BENZLER033-8034228-001
RSHS INVESTMENTS LLC033-8034437-001
FULL MOON HOSPITALITY, INC.033-8034761-001
HOMESTEAD STEAK HOUSE, INC.033-8035198-001
RODRIGO LOPEZ
  
  
 033-8035538-001
NORTH AUSTIN OBSTETRICS & GYN033-8035643-001
P37, LLC033-8036113-001
P + M MACHINE, INC.033-8036522-001
RINALDI'S, INC.033-8036593-001
AL PHADOGS INCORPORATED033-8036620-003
CENTRAL CAL ORTHOPEDIC MEDICAL033-8036810-001
KEY GYM, LLC (THE)033-8037074-001
GUNNALLEN FINANCIAL, INC.033-8037467-001
D.D.O.B., INC033-8037783-001
BENCHRITE, INCORPORATED033-8038011-001
CONTROLS SERVICE CORPORATION033-8038139-001
SIMCH CATERERS, L.L.C.033-8038438-001
HD MEDIA INC.033-8038473-001
JGI HEALTHCARE, LLC033-8038489-002
HOMESTEAD STEAK HOUSE, INC.033-8038554-001
ENSEMBLE- REDEFINING YOUR IMAG033-8038617-001
JOSE E. CEBALLOS033-8038797-001
PIXEL BROTHERS, INC.033-8038826-001
NEELCO, INC.033-8039227-002
RINALDI'S, INC.033-8039549-002
JGI HEALTHCARE, LLC033-8039553-001
SHUMPERT CONSTRUCTION CO., INC033-8039656-001
CAST PLUS, INC.033-8039689-001
JOHN PATTERSON, DMD, PLC.3293












10344072\V-11
 
 EXECUTION VERSION





SCHEDULE II




DEFINITIONS ANNEX




[See attached.]












SCHEDULE II


TO INDENTURE




DEFINITIONS ANNEX




“Acquirer”: Means LEAF Funding, LLC, a Delaware limited liability company.




“Acquisition Agreement”:  Means the Purchase and Sale Agreement, dated as of November 1, 2007, between LEAF Funding, LLC, as seller and LEAF Capital Funding III, LLC, as purchaser.




“Acquisition Date”:  With respect to a Substitute Contract, the date on which such Substitute Contract is pledged pursuant to the Indenture, and for any other Contract, the Closing Date.




“Act”:  With respect to any Noteholder, the meaning set forth in Section 14.02 of the Indenture.




“Advance Payment”: With respect to a Contract and a Collection Period, any Scheduled Payment or portion thereof made by or on behalf of an Obligor and received by the Servicer during such Collection Period, which Scheduled Payment or portion thereof does not become due until a subsequent Collection Period.  Prepayments are not “Advance Payments.”




“Affiliate”:  With respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control,” when used with respect to any specified Person, means the power (a) to vote ten percent (10%) or more of the securities or interests (on a fully diluted basis) having ordinary voting power for the directors, managers or managing partners (or their equivalent) of such Person or (b) to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.




“Aggregate Initial Note Balance”:The sum of the Initial Note Balances for all Classes of Notes.




“Aggregate Outstanding Note Balance”:The sum of the Outstanding Note Balances for all Classes of Notes.




“Amendment to Contract Schedule”:  The list of Contracts, including all information set forth in the definition of “Contract Schedule”, amending the Contract Schedule pursuant to any substitution, modification or other acquisition of Contracts in accordance with the terms of the Transaction Documents.




“Assignment”:  Means each assignment delivered pursuant to one of the Assignment Agreements.




“Assignment Agreement”:  Means (a) the Assignment Agreement, dated as of May 18, 2010, between LEAF Capital Funding III, LLC and the Issuer and (b) any other Assignment













Agreement executed in connection with any Substitute Contract and substantially in the form of Exhibit A attached to the Purchase and Contribution Agreement.




“Authenticating Agent”:  Any entity appointed by the Trustee pursuant to Section 7.14 of the Indenture.




“Available Funds”: With respect to any Payment Date, (a) any payments on the Contracts received during the related Collection Period, (b) proceeds of any Partnership Advances made with respect to such Payment Date for delinquent Scheduled Payments, no later than immediately prior to such Payment Date, (c) all Recoveries, Insurance Proceeds, Residual Receipts and other amounts received with respect to the Contracts or Equipment, (d) payments made by the Partnership or the Transferor, as the case may be, to repurchase contracts affected by breaches of representations and warranties regarding the Contracts, or Delinquent Contracts or Defaulted Contracts and (e) any deposits from the Servicer Transition Account or the Reserve Account in accordance with the Indenture.




“Average Daily Balance”:  For any Interest Accrual Period, the average daily Outstanding Note Balance for all Notes during such Interest Accrual Period.




“Back-up Servicer”:  Means Lyon Financial Services, Inc., d/b/a U.S. Bank Portfolio Services, a Minnesota corporation, acting in the capacity of Back-up Servicer or as successor Servicer; and at such time, if any, that a successor Person shall have become the “Back-up Servicer” pursuant to the applicable provisions of the Servicing Agreement, the term “Back-up Servicer” shall also mean such successor Person.




“Back-up Servicer Default”:  An occurrence of any of the following:




(a)           Any failure on the part of the Back-up Servicer to duly observe or perform any covenants or agreements of the Back-up Servicer set forth in any Transaction Document or if any representation or warranty of the Back-up Servicer set forth in Section 7.01 of the Servicing Agreement or in any other Transaction Document shall prove to be incorrect, in any material respect, which failure or breach continues unremedied for a period of thirty (30) Business Days after the earlier of the date on which the Back-up Servicer becomes aware of such failure or breach or the date on which written notice of such failure or breach, requiring the situation giving rise to such breach or non-conformity to be remedied, shall have been given to the Back-up Servicer by the Issuer, the Trustee, or the Control Party; or




(b)           Any negligence or willful misconduct of the Back-up Servicer related to the Transaction Documents that results in a material loss or damage to the Issuer, the Transferor, the Partnership, the Acquirer, the Trustee, any Noteholder or the Collateral; or




(c)           A conviction of the Back-up Servicer or any of its officers of a felony or of any crime involving fraud in the discharge of fiduciary duties or the servicing of assets that could reasonably be expected to have a material adverse effect on the performance of the Back-up Servicer’s duties under the Transaction Documents; or




(d)           The entry of a decree or order for relief by a court having jurisdiction in respect of the Back-up Servicer or a petition shall be filed against the Back-up Servicer in an involuntary













case under any federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Back-up Servicer or for any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Back-up Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days; or




(e)           The commencement by the Back-up Servicer of a voluntary case under any federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency, reorganization or similar law, or the consent by the Back-up Servicer to the appointment of or taking possession by a conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities, bankruptcy or similar proceedings of or related to the Back-up Servicer or related to a substantial part of its property, or the making by the Back-up Servicer of an assignment for the benefit of creditors, or the failure by the Back-up Servicer generally to pay its debts as such debts become due or if the Back-up Servicer shall admit in writing its inability to pay its debts as they become due, or the taking of corporate action by the Back-up Servicer in furtherance of any of the foregoing.




“Back-up Servicer Fee”:  The monthly fee payable on each Payment Date to the Back-up Servicer in consideration for its performance of its duties as Back-up Servicer in an amount equal to the greater of (i) one twelfth (1/12th) of the product of the aggregate Discounted Pool Balance as of the Payment Date occurring immediately prior to the related Collection Period (or, in the case of the Initial Payment Date, the Initial Cut-Off Date) and the Back-up Servicer Fee Rate, and (ii) $3,000.00. The Back-up Servicer Fee shall also include an initial acceptance fee of $10,000.00, which shall be payable on the Closing Date.




“Back-up Servicer Fee Rate”:  0.0650% per annum.




“Back-up Servicer Fee Schedule”:  That certain “Schedule of Fees for Services Rendered as Back-up Servicer for $80,000,000 (Approximate) LEAF Receivable Funding II, LLC, Equipment Contract Backed Notes, 2010-1”, dated as of May 4, 2010.




“Bankruptcy Code”: The United States Bankruptcy Code, Title 11 of the United States Code, as amended from time to time, and any successor statute.




“Booked Residual”:  With respect to any Contract on any date of determination, the residual value of the Equipment subject to such Contract, as reflected in LEAF Financial Corporation’s servicing system on the date such Contract was booked on LEAF Financial Corporation’s servicing system.




“Book-Entry Notes”:  Notes registered in the name of a Security Depository or its nominee as described in Section 2.02(b) of the Indenture.




“Business Day”:  Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in New York City, the city in which the Servicer is located or the city in which the corporate trust office of the Trustee is located are authorized or obligated by law or executive order to be closed.













“Calculation Date”:  Means, unless the context requires otherwise, the close of business on the last day of a Collection Period.




“Class”:  With respect to the Notes, the designation of either Class A, Class B or Class C, with the specific senior or subordinated rights related to such designation as are identified in the Indenture.




“Class A Buyout Notice”:  Has the meaning assigned in Section 6.16 of the Indenture.




“Class A Buyout Price”:  Has the meaning assigned in Section 6.16 of the Indenture.




“Class A Noteholder”:  A Holder of Class A Notes.




“Class A Notes”:  The Equipment Contract Backed Notes, Series 2010-1, Class A issued by LEAF Receivables Funding 2, LLC pursuant to the Indenture, in the aggregate maximum principal amount of $74,195,000.




“Class B Noteholder”:  A Holder of Class B Notes.




“Class B Notes”:  The Equipment Contract Backed Notes, Series 2010-1, Class B issued by LEAF Receivables Funding 2, LLC pursuant to the Indenture, in the aggregate maximum principal amount of $15,661,000.




“Class C Noteholder”:  A Holder of Class C Notes.




“Class C Notes”:  The Equipment Contract Backed Notes, Series 2010-1, Class C issued by LEAF Receivables Funding 2, LLC pursuant to the Indenture, in the aggregate maximum principal amount of $2,838,000.




“Closing Date”:  May 18, 2010.




“Closing Date Custodian Certificate”:  Means the certificate delivered by the Custodian on the Closing Date regarding the Initial Contracts.




“Code”:  The Internal Revenue Code of 1986, as amended.




“Co-Trustee”:  The meaning set forth in Section 7.12 of the Indenture.




“Collateral”:  The meaning set forth in the Granting Clause of the Indenture.




“Collection Account”:  The segregated trust accounts and any related sub-accounts created and maintained pursuant to Section 13.02 of the Indenture; provided that in no event shall the Collection Account be other than an Eligible Account.




“Collection Costs”:  With respect to any Contract and subject to the Servicer’s standard of care set forth in Section 3.02 of the Servicing Agreement, reasonable costs and expenses incurred by the Servicer (including reasonable attorney’s fees and out-of-pocket expenses) and payable to Persons other than Affiliates of the Servicer in connection with the realization,













attempted realization or enforcement of rights and remedies upon such Contract and as further described in Section 3.08 of the Servicing Agreement.




“Collection Period”:  With respect to any Payment Date, the period commencing on the first day of the immediately preceding calendar month and ending on the last day of such calendar month.




“Collections”:  As of any determination date, the sum of all amounts collected during a Collection Period under or in respect of the Contract Assets, including, without limitation, all amounts consisting of Scheduled Payments, Contract Repurchase Prices, Guaranty Amounts, Insurance Proceeds and other Recoveries and Residual Receipts, but excluding any amounts consisting of Security Deposits.




“Contract”:  As of any date of determination, a lease (including the master lease, if applicable), a loan, a leveraged lease loan, conditional sale or similar equipment finance contract acquired by LEAF Funding, LLC from the receiver for NetBank and then conveyed to LEAF Capital Funding III, LLC,andfurther conveyed on the Closing Date to the Issuer pursuant to the Purchase and Contribution Agreement and pledged to the Trustee in accordance with the Transaction Documents and including any substitutions therefor; provided that, from and after the date that such Contract is repurchased, substituted or released from the lien of the Indenture, each in accordance with the requirements of the Transaction Documents, such Contract shall no longer constitute a “Contract”.




“Contract Assets”:  Collectively, as of any date of determination, (a) each Contract that is listed on the Contract Schedule from time to time, (b) all Receivables related thereto, (c) the interest of the Issuer in the Equipment related thereto, (d) the related Contract Files, (e) all other Related Security, and (f) any and all income and proceeds of the foregoing.




“Contract Balance Remaining”:  As of any date of determination and with respect to any Contract, the sum of the aggregate (undiscounted) amount of all unpaid Scheduled Payments due thereon; provided, however, that the Contract Balance Remaining of any Defaulted Contract or Contract with respect to which a Prepayment has been made or Contract purchased by the Transferor or the Partnership, as the case may be, shall be deemed to be zero as of the last day of the related Collection Period.




“Contract Files”:  With respect to each Contract, the following documentation (unless otherwise permitted by the Majority Holders): (a) if the Equipment related to such Contract is Motorized Titled Equipment, (i) a copy of the application for certificate of title showing the Acquirer or Servicer (or their nominees) as lienholder or secured party or (ii) on and after the date that is 180 days after such Contract was pledged by the Issuer to the Trustee (for the benefit of the Secured Parties), the original copy of the Lien Certificate with respect to such Motorized Titled Equipment, which such Lien Certificate notes the secured party of such Motorized Titled Equipment as being the Acquirer (or its nominee pursuant to the Lienholder Nominee Agreement) or Servicer (or its nominee pursuant to the Lienholder Nominee Agreement); provided, however, that, prior to the occurrence of an Event of Default and the request by the Trustee for the recordation of the Trustee’s lien on such Equipment’s certificate of title, the original Lien Certificate shall not be required to show the Trustee as secured party, (b) the one













and only executed original counterpart of such Contract (bearing the original signature of an employee of the Originator, or if the contract was not originated by the Originator, the originator thereof, together with an original or facsimile copy of the signature of the lessee) in the Servicer’s possession, or if the LEAF Parties are not in possession of such original, a machine copy thereof certified by an officer of the Servicer or the Partnership that such copy is a true and complete copy thereof; (c) copies of an Insurance Policy, if any, evidence of insurance, if any, and any other copies of documents evidencing or related to any Insurance Policy with respect to such Contract; (d) copies of all UCC financing statements required to be filed to perfect the security interest in the related Equipment and the Related Security related thereto (except with respect to a Contract related to Equipment that had an original equipment cost at origination of less than (A) if such Contract is a secured loan or finance lease that provides for a $1 purchase option, $25,000, or (B) if such Contract provides for a “fair market value” purchase option, $50,000); and (e) copies of any additional documents (other than Servicing Documents) that the Servicer keeps on file with respect to such Contract.




“Contract Repurchase Price”:  Means, with respect to any Contract repurchased by the Transferor pursuant to the Purchase and Contribution Agreement, repurchased by the Partnership pursuant to the Servicing Agreement, or removed from the Collateral by the Issuer pursuant to the Indenture, the sum of (a) the Discounted Contract Balance (computed without giving effect to clauses (b) and (c) of the definition of Discounted Contract Balance and without duplication of amounts) of the related Contract on the date of determination on or immediately preceding the date when the Contract is removed or repurchased, plus (b) any Scheduled Payments with respect to the Contract due on or prior to such date of determination but not received through such date of determination, minus (c) the Discounted Contract Balance of any Contract provided in substitution therefor.




“Contract Schedule”:  The list of Contracts that are the subject of the transactions contemplated by the Transaction Documents, which list shall include (a) those Contracts listed on the Assignment Agreement delivered on the Closing Date and attached to the Indenture as Schedule I plus (b) any Contracts listed on an Amendment to Contract Schedule as a result of the addition of any Substitute Contract listed on any Assignment Agreement delivered after the Closing Date, less (c) any Contracts deleted as a result of a repurchase or release thereof pursuant to the Transaction Documents.  The Contract Schedule shall include with respect to each Contract:  (A) the LEAF Contract Number; (B) the name of the Obligor; (C) the State of the Obligor’s billing address; (D) the Discounted Contract Balance as of the related Cut-Off Date; (E) whether such Contract is a Delinquent Contract; (F) the remaining term; and (G) the original cost of the Equipment (but the Custodian need not verify such original cost).  The Contract Schedule shall also include with respect to each Substitute Contract:  (A) the LEAF Contract Number of the Contract being replaced and (B) the Discounted Contract Balance of the Contract being replaced as of the related Cut-Off Date.  The Contract Schedule kept by the Trustee at its Corporate Trust Office shall be the definitive Contract Schedule for all purposes of the Indenture, absent manifest error (in which case the Contract Schedule shall be all schedules attached to any Officer’s Certificate delivered by the Servicer or the Issuer, to the Trustee relating to the Contract Schedule).




“Control Party”:  Means (a) so long as any Class A Notes are outstanding, the Class A Noteholders representing 66-2/3% of the Aggregate Outstanding Note Balance of the Class A













Notes, (b) after the Class A Notes have been paid in full and for so long as any Class B Notes remain outstanding, the Class B Noteholders representing 66-2/3% of the Aggregate Outstanding Note Balance of the Class B Notes or (c) after the Class A Notes and Class B Notes have been paid in full and for so long as any Class C Notes are outstanding, the Class C Noteholders representing 66-2/3% of the Aggregate Outstanding Note Balance of the Class C Notes.




“Conveyed Assets”:Has the meaning set forth in Section 2.1(a) of the Purchase and Contribution Agreement.




“Corporate Trust Office”:  The designated corporate trust office of the Trustee located, at the time of the execution of the Indenture at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, MN 55107, Attention: LEAF Receivables Funding 2, LLC, Equipment Contract Backed Notes, or at such other address as the Trustee may designate from time to time by notice to the parties to the Transaction Documents, or the principal corporate trust office of any permitted successor Trustee under the Indenture.




“Credit and Collection Policies”:  Means the written collection and servicing policies of the Servicer, as in effect on the Closing Date, copies of which were delivered to the Back-up Servicer prior to the Closing Date, as amended with prior written consent of the Control Party (in the case of material amendments) from time to time in accordance with Section 3.01(c)(ix) of the Servicing Agreement; provided that, if LEAF Financial Corporation is not the Servicer, the term “Credit and Collection Policies” shall mean the written collection and servicing procedures of such successor Servicer as provided to the Trustee at the time such Person becomes successor Servicer.




“Cumulative Net Loss Trigger Event”:  Has the meaning set forth in Section 6.01(a)(xiii) of the Servicing Agreement.




“Cumulative Net Loss Percentage”:  Means, with respect to any Collection Period, the percentage equivalent of a fraction, (i) the numerator of which is the excess of (a) the Discounted Contract Balance (immediately prior to becoming a Defaulted Contract) of all Contracts that became Defaulted Contracts during such Collection Period and all prior Collection Periods and remain Defaulted Contracts over (b) the aggregate amount of all Recoveries collected by the Servicer with respect to such Defaulted Contracts and (ii) the denominator of which is the sum of the Discounted Contract Balances of the Initial Contracts as of the Initial Cut-Off Date.




“Custodian”:  Initially means U.S. Bank National Association, or such other party as is appointed in accordance with Section 8.01 of the Indenture to act as custodian to receive, inventory and maintain possession of the Contract Files in accordance with the requirements of the Indenture.




“Custodian Certificate”:  The certificate, substantially in the form of Exhibit E attached to the Indenture, delivered by the Custodian to the Trustee and the Issuer pursuant to Section 4.03 of the Indenture.




“Custodian Fee”:  Means the monthly fee payable on each Payment Date to the Custodian in an amount equal to the greater of (i) $100.00and (ii) the actual per file fees, based













on the Custodian’s schedule of fees then in effect, incurred during the related Collection Period with respect to activities involving the Contract Assets during such Collection Period, as further described in the Custodian Fee Schedule.




“Custodian Fee Schedule”:  That certain “Schedule of Fees for Services Rendered as Custodian for $80,000,000 (Approximate) LEAF Receivable Funding II, LLC, Equipment Contract Backed Notes, 2010-1”, dated as of May 4, 2010.




“Cut-Off Date”:  Means, with respect to the Initial Contracts, the Initial Cut-Off Date, and with respect to each Substitute Contract, the close of business on the last day of the calendar month immediately preceding the calendar month in which such Substitute Contract is pledged to the Trustee.




“Default”:  Any occurrence or circumstance which with notice or the lapse of time or both would become an Event of Default, unless any such particular occurrence or circumstance is waived as a “Default” in writing in accordance with the provisions of the Indenture; provided that, unless and until any such waiver is given, a “Default” shall be deemed to exist for all purposes under the Transaction Documents, even if the occurrence or circumstance giving rise to such Default is no longer continuing or has been cured.




“Defaulted Contract”:  Any Contract:  (a) as to which an Insolvency Event has occurred with respect to the Obligor where the related lease has been rejected in the Obligor’s bankruptcy proceedings, (b) all or any portion of which has been or should have been, in accordance with the Credit and Collection Policies, written off on the Servicer's books as uncollectible, or (c) as to which more than 10% of a Scheduled Payment remains unpaid for 181 days or more from the original due date for such payment, without regard to any Partnership Advance, provided that a Contract shall no longer be a Defaulted Contract for any purpose of the Transaction Documents, upon the cure of the condition or event which caused it to be a Defaulted Contract.




“Definitive Notes”:  Has the meaning set forth in Section 2.02(c) of the Indenture.




“Delinquent Contract”:  Any Contract (a) as to which more than 10% of a Scheduled Payment was not received by the Servicer within ninety-one (91) days after the original due date for such Scheduled Payment, without regard to any Partnership Advance and (b) that is not a Defaulted Contract.




“Delinquency Ratio”: Means, with respect to any Determination Date, the quotient, expressed as a percentage, of (a) the aggregate Discounted Contract Balance of all Delinquent Contracts determined as of the end of the related Collection Period, divided by (b) the aggregate Discounted Contract Balance of all Contracts in the trust estate as of the last day of the related Collection Period.




“Determination Date”:  With respect to any Payment Date, a date which is the nineteenth day of the calendar month in which such Payment Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.




“Discount Rate”:  7.68% per annum.











"Discounted Contract Balance": Means, with respect to any Contract, on any date of determination, the sum of the present value of all of the remaining payments becoming due under such Contract after the end of the prior Collection Period, discounted monthly at the Discount Rate assuming (a) Scheduled Payments are due on the last day of each Collection Period in which a Scheduled Payment is due; (b) Scheduled Payments are discounted on a monthly basis using a 30-day month and a 360-day year; and (c) Scheduled Payments are discounted to the last day of the Collection Period prior to the Determination Date; provided, however, that the Discounted Contract Balance of any Defaulted Contract, Contract with respect to which a prepayment in full has been made, Disposed Contract or Contract purchased by the Partnership or the Transferor, as applicable, pursuant to the Servicing Agreement or the Purchase and Contribution Agreement shall be equal to zero.




“Discounted Pool Balance”:  As of any date of determination, the sum of the Discounted Contract Balances of all Contracts.




“Disposed Contract”:  Means, with respect to any Collection Period, a Contract (other than a Defaulted Contract) for which either (a) all Residual Receipts with respect to such Contract have been received or (b) its initial term has expired and the residual value of the related Equipment has been determined to be zero by the Servicer in accordance with the Servicer’s customary servicing procedures; provided, however, that if four successive months have elapsed without the Servicer receiving a payment towards Residual Receipts with respect to such Contract, such Contract shall be deemed to be a Disposed Contract. Once a Contract is Disposed Contract, it shall be released to the Servicer on the behalf of the Partnership.




“DTC”:  Means The Depository Trust Company, a New York corporation and its successors and assigns.




“Due Date”:  With respect to each Contract, each date on which a Scheduled Payment is due thereunder.




“Early Termination Contract”:  Any Contract with respect to which the Servicer, in accordance with the Servicing Agreement, has allowed the Obligor to prepay or terminate early for any reason including, but not limited to, trade-in, upgrade, or declaration of obsolescence or surplus status relating to any of the related Equipment.




“Electronic Ledger”:  Means the electronic master record of the Contracts.




“Eligible Account”:  A segregated trust account or accounts maintained with the corporate trust department of a federal or state-chartered depository institution or trust company whose long-term unsecured debt obligations are rated at least AA- by S & P, at least Aa3 by Moody’s and at least AA(low) by the Rating Agency (if rated by the Rating Agency) and which has a minimum capital and surplus of not less than $100,000,000.













“Eligible Contract”:  Means, as of the applicable Acquisition Date, a Contract (a) that satisfies the representations and warranties set forth in the Purchase and Contribution Agreement, (b) in the case of a Contract substituted by the Servicer under the Servicing Agreement, as to which the Servicer has good title, free and clear of any Lien, and (c) that satisfies the representations and warranties set forth in Section 2.02 of the Servicing Agreement.




“Eligible Investments”:  Any and all of the following:




(a)           direct obligations of, and obligations fully guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;




(b)           (i) demand and time deposits in, certificates of deposit of, banker’s acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or its agent acting in their respective commercial capacities) incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal and/or state authorities, provided that, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company has a short term unsecured debt rating in the highest available rating categories of each of Moody’s, S & P, Fitch, and the Rating Agency (if rated by the Rating Agency) providedfurther that each such investment has an original maturity of no more than two hundred seventy (270) days, and (ii) such demand or time deposit or deposits are fully insured by the Federal Deposit Insurance Corporation;




(c)           repurchase obligations with a term not to exceed thirty (30) days with respect to any security described in clause (a) above and entered into with a depository institution or trust company (acting as a principal) rated in the highest available short term rating category by each of Moody’s, S & P, Fitch and the Rating Agency (if rated by the Rating Agency) at the time of such investment; provided that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (a) above and must (i) be valued weekly at current market price plus accrued interest, (ii) pursuant to such valuation, equal, at all times, one hundred five percent (105%) of the cash transferred by the Trustee in exchange for such collateral and (iii) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;




(d)           commercial paper having an original maturity of less than two hundred seventy (270) days and issued by any corporation incorporated under the laws of the United States of America or any State thereof which is unaffiliated with any LEAF Party and has a short term unsecured debt rating in the highest available rating category of each of the Moody’s, S & P, Fitch and the Rating Agency (if rated by the Rating Agency) at the time of such investment;




(e)           a guaranteed investment contract rated in the highest available rating category by each of Moody’s, S & P, Fitch and the Rating Agency (if rated by the Rating Agency) or issued by an insurance company or other corporation having a long term unsecured debt rating in the highest available rating category of each of Moody’s, S & P, Fitch and the Rating Agency (if rated by the Rating Agency) at the time of such investment; and













(f)           money market funds having ratings in the highest available rating categories of each of Moody’s, S & P, Fitch and the Rating Agency (if rated by the Rating Agency) at the time of such investment (which shall include money market funds for which the Trustee or an Affiliate thereof is an advisor); any such money market funds which provide for demand withdrawals being conclusively deemed to satisfy any maturity requirement for Eligible Investments set forth in the Indenture.




The Trustee may purchase from or sell to itself or an affiliate, as principal or agent, the Eligible Investments listed above.  All Eligible Investments shall be made in the name of the Trustee for the benefit of the Secured Parties and no such Eligible Investments shall mature later than the Business Day preceding the next following Payment Date as required under Section 13.02(c) of the Indenture.




“Equipment”:  The equipment and other personal property (tangible or intangible) of the type contemplated by the Credit and Collection Policies and that is being financed under a Contract.




“Equity Interest”:  The one and only equity membership interest in the Issuer, entitling the owner thereof to one hundred percent (100%) of the capital, profits, losses and distributions in and from the Issuer, and one hundred percent (100%) of voting rights of an equity member.




“ERISA”:  The Employee Retirement Income Security Act of 1974, as amended or any successor statute thereto.




“Event of Default”:  Has the meaning set forth in Section 6.01 of the Indenture.




“Event of Servicing Termination”:  Has the meaning set forth in Section 6.01(a) of the Servicing Agreement.




“Exception Report”:  Any report by the Custodian identifying exceptions regarding Contract Assets and attached as an exhibit to an Assignment Agreement.




“Existing Indebtedness”:  Any indebtedness identified in an Assignment Agreement that is secured in whole or in part by Contract Assets being acquired by the Issuer, and paid off or  otherwise released, as of the related Acquisition Date.




“Final Due Date”:  With respect to each Contract, the final Due Date thereunder.




“Final Order”:  Means a final order of a court exercising proper jurisdiction in an insolvency proceeding with respect to which the appeal period has expired without an appeal having been filed.




“Final Payment Date”:  The date on which the final principal and interest payment on any Notes becomes due and payable as therein provided, whether at the Stated Maturity Date applicable to such Notes, or by acceleration or redemption pursuant to the terms of the Indenture.




“Fiscal Quarter”:  Each quarter of each fiscal year, which shall be the three (3) months ended March 31, June 30, September 30 and December 31, unless the Servicer has otherwise













notified the Trustee, the Back-up Servicer and the Control Party in writing prior to a change in its fiscal year.




“Fitch”: Means Fitch, Inc. and its successors in interest.




“GAAP”:  Generally accepted accounting principles as in effect in the United States as may be in place from time to time, applied on a consistent basis.




“Global Notes”:  Means the Rule 144A Global Note, beneficial ownership and transfers of which shall be made through book entries by the Security Depository.




“Governmental Authority”:  Means any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over any LEAF Party or any of its properties.




“Grant”:  To grant, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm.  A Grant in any collateral comprising the Collateral or of any instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim, collect, receive and receipt for payments in respect of the Contract Assets, or any other payment due thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.




“Guaranty Amounts”:  Any amounts paid by a guarantor (who is an Obligor) of a particular Contract.




“Indenture”:  The Indenture, dated as of May 1, 2010, among the Issuer, the Trustee and the Custodian, and any permitted supplements or amendments thereto.




“Independent”:  When used with respect to any specified Person means such a Person, who (a) is in fact independent of the Issuer and the Servicer, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer or the Servicer or in any Affiliate thereof, (c) is not connected with the Issuer or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director, customer, supplier or person performing similar functions, (d) is not a person controlling or under common control with any such stockholder, customer, supplier or other person, and (e) is not a member of the immediate family of any such stockholder, director, officer, employee, customer, supplier or other person.  Whenever it is herein provided that any Independent Person’s opinion or certificate shall be furnished to the Trustee, such Person shall be identified by an Issuer Order, and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof.




“Independent Accountants”:  Ernst & Young LLP or any other independent certified public accountants of recognized national standing.













“Initial Contracts”:  Means those Contracts transferred to the Issuer and pledged to the Trustee on the Closing Date.




“Initial Cut-Off Date”:  Means April 1, 2010.




“Initial Discounted Pool Balance”:  Means the Discounted Pool Balance as of the Initial Cut-Off Date; provided, however, that for purposes of calculating the Initial Discounted Pool Balance for Contracts that are 61 days or more past due as of May 1, 2010, (i) theDiscounted Contract Balance of Contracts that are 91 days or more past due as of May 1, 2010 will equal $0.01 and (ii) the Discounted Contract Balance of Contracts that are 61 to 90 days past due as of May 1, 2010 will have a modified Discounted Contract Balance equal to 10% of the related Discounted Contract Balance of such Contract without giving effect to this proviso.




“Initial Note Balance”:  Means, with respect to any Class of Notes, the unpaid principal balance of such Class, as applicable, as of the Closing Date.




“Initial Payment Date” and “First Payment Date”:  May 24, 2010.




“Initial Purchaser”:  Means Guggenheim Securities, LLC.




“Initial Reserve Deposit” means the initial deposit of a portion of the proceeds of the Notes on the Closing Date into the Reserve Account, in an amount equal to 1.90% of the Initial Discounted Pool Balance.




“Insolvency Event”:  With respect to a specified Person, shall mean either of the following events: (a) a case or proceeding shall have been commenced against such Person seeking a decree or order in respect of such Person (i) under the Bankruptcy Code, as now constituted or hereafter amended or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Person or of any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of such Person, and such case or proceeding shall remain undismissed or unstayed for sixty (60) days or more or such court shall enter a decree or order granting the relief sought in such case or proceeding; or (b) the commencement by such Person of a voluntary case under the Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person for any substantial part of such Person’s assets, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.




“Insurance Policy”:  With respect to an item of Equipment and a Contract, any policy of insurance maintained by an Obligor pursuant to such Contract that covers physical damage to the Equipment and general liability (including policies procured by the Servicer on behalf of an Obligor).













“Insurance Proceeds”:  With respect an item of Equipment, any amount received during the related Collection Period pursuant to an Insurance Policy issued with respect to the related Contract, net of any costs of collecting such amounts not otherwise reimbursed.




“Insurer”:  Any insurance company or other Person providing any Insurance Policy covering Equipment.




“Interest Accrual Period”:  With respect to any Payment Date, (i) with respect to each Class of Notes, the period commencing on and including the immediately preceding Payment Date and ending on and including the day immediately preceding such current Payment Date; provided that, in the case of the first Interest Accrual Period, such Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date.




“Interim Delinquency Ratio”:  Means, with respect to the first three Determination Dates after the Closing Date, the average of the Delinquency Ratios for such Determination Date and each preceding Determination Date which occurred after the Closing Date.




“Investment Letter”:  Has the meaning set forth in Section 2.06(c)(ii)(B) of the Indenture.




“Issuer”:  LEAF Receivables Funding 2, LLC, and its successors and permitted assigns under the Indenture.




“Issuer Address”:  LEAF Receivables Funding 2, LLC, 2005 Market Street, 15th Floor, Philadelphia, PA 19103, telecopy number:  215-640-6363, Attention:  Miles Herman, or such other address as is notified in writing to the Issuer, the Trustee, Back-up Servicer and the Noteholders not less than thirty (30) days prior to the effectiveness of any change thereof.




“Issuer Order” and “Issuer Request”:  A written order or request signed by an authorized officer of the Issuer and delivered to the Trustee.




“Joinder to Lockbox Intercreditor Agreement”:  The joinder agreement to the Lockbox Intercreditor Agreement pursuant to which each of the Trustee and the Issuer becomes a party to the Lockbox Intercreditor Agreement.




“LEAF Contract Number”:  The number assigned to a Contract by the Servicer, which number is used to identify Contracts and the related Contract Assets for all purposes under the Transaction Documents and the Lockbox Intercreditor Agreement and for all purposes by the Servicer and its Affiliates, including on the Custodian Certificate and any Officer’s Certificate delivered by the Servicer or the Issuer, the Contract Schedule, the Monthly Servicing Report and the Contract Files.




“LEAF Party”:  Means each of the Issuer, the Partnership, the Servicer, the Acquirer and the Transferor.




“Lien”:  Any security interest, lien, charge, pledge, equity or encumbrance of any kind other than Permitted Liens.













“Lien Certificate”:  With respect to Motorized Titled Equipment, (i) if such Motorized Titled Equipment is registered in Florida, (x) to the extent the related Contract has been originated by the Acquirer or the Servicer, an original certificate of title or (y) to the extent the related Receivable has been originated by a Person other than the Acquirer or the Servicer, (A) an original certificate of title or (B) if the original certificate of title has been sent to the registered owner of such Motorized Titled Equipment, an original computer confirmation of lien, (ii) if such Motorized Titled Equipment is registered in Kansas, a true copy of the application for certificate of  title and registration, (iii) if such Motorized Titled Equipment is registered in Kentucky, an original notice of lien, (iv) if such Motorized Titled Equipment is registered in Maryland, an original notice of security interest filing, (v) if such Motorized Titled Equipment is registered in Minnesota, an original lien card, (vi) if such Motorized Titled Equipment is registered in Missouri, an original notice of recorded lien, (vii) if such Motorized Titled Equipment is registered in Montana, a true copy of the application for certificate of title, (viii) if such Motorized Titled Equipment is registered in New York, an original notice of lien, (ix) if such Motorized Titled Equipment is registered in Oklahoma, an original, file-stamped lien entry form, (x) if such Motorized Titled Equipment is registered in Wisconsin, an original lien confirmation card or (xi) if such Motorized Titled Equipment is registered in any other state, an original certificate of title, in each case issued by the Registrar of Titles of the applicable State listing the lienholder of record with respect to such Motorized Titled Equipment (it being understood and agreed that solely for purposes of clauses (i) through (x) above (other than clauses (i)(x) and (i)(y)(A)), the “original” of any document required thereby shall consist of whatever documentation has been issued by the Registrar of Titles of the related State to the lienholder).




“Lienholder Nominee Agreement”:  The Vehicle Lienholder Nominee Agreement, dated as of December 17, 2007, by and among NetBank Business Finance, as lienholder, LEAF Capital Funding III, LLC, Morgan Stanley Bank and Morgan Stanley Asset Funding as such agreement may from time to time be amended, supplemented, or otherwise modified in accordance with the terms thereof and including any replacements thereof.




“Lockbox”:  The post office or other lockbox to which Obligors have been directed to remit payments.




“Lockbox Account”:  The deposit account (account number 153910088597) at the Lockbox Bank in the name of “U.S. Bank NA as Securities Intermediary for LEAF Financial and various lenders” or, if the Lockbox Intercreditor Agreement is terminated or LEAF Financial Corporation is no longer the Servicer, such other Lockbox Account as is established by the then Servicer with the consent of the Control Party.




“Lockbox Bank”:  Means U.S. Bank National Association and its successor in interest or any successor approved by the Servicer and the Control Party.




“Lockbox Intercreditor Agreement”:  The Amended and Restated Lockbox Intercreditor Agreement, dated as of April 18, 2005, among the Lockbox Bank, the Servicer, certain other parties thereto and subsequent parties joined pursuant to the terms thereof (including the Issuer and the Trustee), as amended, supplemented or otherwise modified from time to time.













“Majority Holders”:  Means, (i) if any Class A Notes are Outstanding, the Holders holding Notes evidencing more than fifty percent (50%) of the Outstanding Note Balance of the Class A Notes; (ii) if no Class A Notes are Outstanding, the Holders holding Notes evidencing more than fifty percent (50%) of the Outstanding Note Balance of the Class B Notes; or (iii) if no Class A Notes or Class B Notes are Outstanding, the Holders holding Notes evidencing more than fifty percent (50%) of the Outstanding Note Balance of the Class C Notes.




“Monthly Servicing Report”:  The report prepared by the Servicer pursuant to Section 13.07 of the Indenture and Section 4.01 of the Servicing Agreement, substantially in the form of Exhibit A to the Servicing Agreement.




“Moody’s”:  Moody’s Investors Service, Inc. and its successors in interest.




“Motorized Titled Equipment”:  Equipment consisting of motorized personal property that requires titling under State motor vehicle statutes.




“Net Income”:  For any period, the consolidated net earnings (or loss), minus extraordinary gains (together with any provision for taxes on such extraordinary gains) of the Servicer and its subsidiaries for such period, in each case, as determined in accordance with GAAP.




“Noteholder” and “Holder”:  The Person in whose name a Note is registered in the Note Register.




“Note Current Interest”:  Means interest accrued during each Interest Accrual Period and payable to the Noteholders of a Class on the related Payment Date.




“Note Interest”:  Means, with respect to a Class of Notes and any Payment Date, the sum of the Note Current Interest and any unpaid, overdue interest, if any, for such Class.




“Note Owner”:  Means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Security Depository or on the books of a Person maintaining an account with such Security Depository (directly as a Security Depository Participant or as an indirect participant, in each case in accordance with the rules of such Security Depository) or the Person who is the beneficial owner of such Book-Entry Note, as reflected in the Note Register in accordance with Section 2.06 of the Indenture.




“Note Purchase Agreement”: Means the Note Purchase Agreement, dated May 18, 2010, among the Transferor, LEAF Financial Corporation (solely with respect to the sections indicated therein), the Issuer and the Initial Purchaser.




“Note Rate”:  Means for each Class of Notes, 5.00% per annum.




“Note Register” and “Note Registrar”:  Have the respective meanings set forth in Section 2.06 of the Indenture.




“Notes”:  Any one or all of the Outstanding Equipment Contract Backed Notes, Series 2010-1, issued by LEAF Receivables Funding 2, LLC pursuant to the Indenture, in the













aggregate maximum principal amount of $92,694,000, of all Classes, or as the context may require, a specific Class.




“Obligor”:  The borrower or lessee under each Contract, including any guarantor of such Contract (other than any guarantor who is the vendor of the Equipment the subject of such Contract or the Person who originated such Contract), and their respective successors and assigns.




“Offering Circular”:  The Confidential Offering Circular, dated May 18, 2010, relating to the initial offering of the Notes.




“Officer’s Certificate”:  A certificate signed by the Chairman of the Board, the President, a Vice President, the Treasurer, the Controller, an Assistant Controller, the Secretary, or any Assistant Secretary of the Person on whose behalf the certificate is delivered, and delivered to the Trustee or the Initial Purchaser, as the case may be.




“One-Time Successor Servicer Fee”:  Has the meaning set forth in Section 7.06 of the Servicing Agreement.




“Opinion of Counsel”:  A written opinion of counsel who may, except as otherwise expressly provided in the Indenture or required by the Control Party, be inside (but only with respect to internal corporate matters) or outside counsel for the Servicer, the Transferor or the Issuer, as applicable, and who shall be reasonably satisfactory to the Control Party and which opinion shall be addressed to the Noteholders and/or the Trustee (as required by the applicable terms of the Transaction Documents) and be in form and substance reasonably satisfactory to the Control Party and the Trustee.




“Originator”:  LEAF Funding, Inc., a Delaware corporation.




“Outstanding”:  With respect to Notes, as of any date of determination, all Notes theretofore authenticated and delivered under the Indenture except:




(a)           Notes previously canceled by the Note Registrar or delivered to the Note Registrar for cancellation;




(b)           Notes for whose payment money in the necessary amount has been theretofore irrevocably deposited with the Trustee or any Paying Agent (other than the Issuer) in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or any provision therefor, satisfactory to the Trustee, has been made, in accordance with Article XI of the Indenture); and




(c)           Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture, unless proof satisfactory to the Trustee is presented that any such Notes are held by a protected purchaser; provided that, for purposes of determining whether the Noteholders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes beneficially owned, directly or indirectly, by the Issuer, any other obligor upon the Notes, the Servicer, any Affiliate of the Issuer or of the Servicer or such other obligor shall be disregarded and deemed













not to be outstanding; providedfurther that, in determining whether the Trustee will be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only such Notes as a Responsible Officer of the Trustee knows to be so owned shall be so disregarded.  For purposes of this definition, beneficial ownership shall be determined in accordance with Rule 13d-3 of the Securities and Exchange Commission, promulgated pursuant to the Securities Exchange Act of 1934, as amended.




“Outstanding Note Balance”:  With respect to any Class of Notes (including, for purposes of accruing interest thereon, any Notes called for redemption but not yet redeemed), the Initial Note Balance of such Class less the sum of all amounts actually distributed in respect of principal for such Class as of such date.




“Ownership Interest”:  Means, with respect to any Note, any ownership interest in such Note, including any interest in such Note as the Noteholder thereof and any other interest therein, whether direct or indirect, legal or beneficial.




“Partnership”:  Means LEAF Equipment Finance Fund 4, L.P., a Delaware limited partnership.




“Partnership Advance”:  Means, in the event that any Obligor fails to remit the full Scheduled Payment due from it with respect to a Collection Period by the Determination Date related to such Collection Period, an advance by the Partnership, at the direction of the Servicer, from its own funds prior to the related Payment Date of an amount equal to such unpaid Scheduled Payment.




“Paying Agent”:  The Trustee (or any other Person that meets the eligibility standards for the Trustee set forth in Section 7.08 of the Indenture and that is authorized pursuant to Section 7.15 of the Indenture to pay the principal of or interest on any Notes on behalf of the Issuer).




“Payment Date”:  The 23rd day of each month or, if such day is not a Business Day, the next succeeding Business Day, commencing with the Initial Payment Date.




“Permitted Liens”:  Means (i) liens created under the Indenture in favor of the Trustee for the benefit of the Secured Parties, (ii) Liens created under the Assignment Agreements in favor of the Issuer, (iii) Liens for taxes not yet due and payable and for which adequate reserves are maintained in accordance with GAAP, (iv) mechanics’ liens filed on any Equipment that attach after the applicable Cut-Off Date and are not yet due and payable and if unpaid would not materially impair the value of such Equipment, (v) mechanics’ liens, property tax liens and other liens arising on the Equipment through an Obligor to the extent the Servicer has determined in good faith in accordance with its Credit and Collection Policies to not make an advance to discharge, and (vi) any Obligor’s right to quiet enjoyment and possession of any Equipment under the applicable Contract.




“Person”:  Any individual, corporation, limited liability company, partnership, association, joint-stock company, trust (including any beneficiary thereof), unincorporated organization or other entity or government or any agency or political subdivision thereof.













“Plan”:  An “employee benefit plan,” as defined in Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code.




“Prepayment”:  With respect to a Collection Period and a Contract (except a Defaulted Contract), (i) the payment by the related Obligor of all remaining Scheduled Payments due on such Contract or (ii) as defined in the Credit and Collection Policies, so long as such amount is designated by the Obligor as a prepayment and the Servicer has consented to such prepayment. Advance Payments and Residual Receipts are not "Prepayments."




“Prepayment Amount”:  In the event that an Obligor requests an upgrade or trade-in of Equipment under a Contract and the Servicer has agreed to such request, the payment by the Servicer of an amount equal to the sum, without duplication, of (i) the Discounted Contract Balance as of the date of reconveyance, (ii) one month’s interest thereon at the Discount Rate, (iii) the discounted portion of the Booked Residual for such Contract and (iv) any Scheduled Payments due and outstanding under such Contract that have not been paid by the Obligor, all in connection with the removal of such Equipment and the related Contract from the Collateral.




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




“Purchase and Contribution Agreement”:  Means the Purchase and Contribution Agreement, dated as of May 1, 2010, between LEAF Capital Funding III, LLC and the Issuer.




“Purchase Price”:  Means, with respect to Contracts sold pursuant to any Assignment Agreement, the payment amount identified in Section 1 of such Assignment Agreement.




“QIB”:  Means a “qualified institutional buyer” within the meaning of Rule 144A.




“Rating Agency”:  DBRS, Inc..




“Rating Agency Condition”:  Means, with respect to any action and a Class of Notes, that the Rating Agency which shall have rated such Class shall have been given at least ten (10) Business Days (or such shorter period as is acceptable to the Rating Agency) prior written notice thereof.




“Receivable”:  As of any date of determination, all Scheduled Payments and all other income, payments and proceeds of the Contracts (including Guaranty Amounts, Servicing Charges, Insurance Proceeds and other Recoveries or Residual Receipts) that are (1) collected on or after the applicable Cut-Off Date or (2) Advance Payments collected by the Servicer before the applicable Cut-Off Date but due in Collection Periods commencing on and after the applicable Cut-Off Date, and any Recoveries thereon; provided that, from and after the date, if any, on which the related Contract Assets are repurchased in accordance with Section 3.03 or Section 3.04 of the Purchase and Contribution Agreement or substituted pursuant to Section 3.09 of the Servicing Agreement, or released or removed by or on behalf of the Issuer pursuant to Section 4.04(b) of the Indenture, such Receivable shall no longer constitute a “Receivable” for purposes of the Transaction Documents.













“Record Date”:  With respect to each Payment Date, at the close of business on the Business Day immediately preceding such Payment Date; provided however, that the Record Date for any Class of Notes issued as a Definitive Note will be the close of business on the last Business Day of the calendar month immediately preceding the applicable Payment Date.




“Recoveries”:  For any Collection Period occurring after the date on which any Contract becomes a Defaulted Contract, all amounts received in respect of a Defaulted Contract, including, without limitation, amounts received in connection with the sale or other disposition of the related Equipment, Insurance Proceeds with respect to the related Equipment, legal judgments and settlements, collection agency efforts, or any other payments made by or on behalf of the related Obligor, net of contingency expenses, in connection with such Defaulted Contract; provided, that in no event may Recoveries in respect of a Defaulted Contract be less than zero.




“Redemption Date”:  The Payment Date elected pursuant to Section 11.01 of the Indenture or any other Business Day mutually determined by the Issuer, the Noteholders and the Trustee.




“Redemption Price”:  With respect to any Note as of the Redemption Date, the Outstanding Note Balance of the Notes, together with interest accrued thereon to the Redemption Date.




“Registered Holder”:  The Person whose name appears on the Note Register on the applicable Record Date.




“Registrar of Titles”:  With respect to any State, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon.




“Related Security”:  With respect to any Contract, all liens, security interests, guarantees, indemnities, warranties, letters of credit and other agreements securing or supporting payment on any Receivable or relating to any Equipment, including, with respect to any Receivables, any “supporting obligations” (as defined in 9-102 of the UCC) therefor, and all rights with respect to any vendors, dealers or manufacturers of the Equipment or other originators, including those arising under private label leases, all rights under any purchase or vendor agreements relating thereto, and all rights of the Transferor and its assignees with respect to the Contracts and related Equipment under the Acquisition Agreement.




“Release Agreement”:  The notice regarding prepayment of Existing Indebtedness and release of related collateral, substantially in the form of Exhibit F attached to the Indenture.




“Reporting Date”:  The 19th day of each month or, if such day is not a Business Day, the next succeeding Business Day.




“Reserve Account”:  The trust account created and maintained pursuant to Section 13.02 of the Indenture; provided, that in no event shall the Reserve Account be other than an Eligible Account.













“Residual Receipts”:  Means, without duplication, (a) all proceeds of the sale of Equipment received by the Servicer at the end of the related Contract, whether to the related Obligor or to a third party, (b) any amounts collected by the Servicer as judgments against an Obligor or others related to the failure of such Obligor to pay any required amounts relating to the Booked Residual under the related Contract or to return the Equipment, (c) all proceeds from renewal payments made for the continued use of the Equipment after the original date of termination of the related Contract plus (d) any amounts not otherwise described above which are received by the Servicer and applied against the Booked Residual of such Contract in accordance with the Servicer’s servicing standards, in each case as reduced by any reasonably incurred out-of-pocket expenses incurred by the Servicer in enforcing such Contract or in liquidating such Equipment; provided, that in no event may Residual Receipts in respect of a Contract or any Equipment be less than zero.




“Responsible Officer”:  (a) When used with respect to the Trustee or the Back-up Servicer, any officer of the Trustee or the Back-up Servicer, including any Vice President, Assistant Vice President, any Secretary or Assistant Secretary, any trust officer or any other officer of the Trustee or the Back-up Servicer customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to a particular matter, any other officer, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, in each case, having direct responsibility for the administration of the Indenture; and (b) when used with respect to the Servicer (if the Servicer is LEAF Financial Corporation or any of its Affiliates) or the Issuer, any of the president, chief financial officer, chief operating officer, chief accounting officer, treasurer or any Vice-President.




“Rule 144A”:  Means the rule designated as “Rule 144A” promulgated by the United States Securities and Exchange Commission under the Securities Act.




“Rule 144A Global Note”:  Means the permanent global note, evidencing Notes, in the form of the Notes attached as Exhibits A-1, B-1 and C-1 to the Indenture, that is deposited with and registered in the name of the Security Depository or its nominee, representing the Notes sold in reliance on Rule 144A.




“Rule 144A Information”:  Has the meaning set forth in Section 12.02(w) of the Indenture.




“S & P”:  Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and its successors in interest.




“Sale”:  Has the meaning set forth in Section 6.18 of the Indenture.




“Scheduled Payment”:  With respect to a Payment Date and a Contract, the periodic scheduled payment of rent or other payments on a monthly, quarterly, semi-annual or annual basis, in arrears or in advance as set forth in the Contract, and due from the Obligor in the related Collection Period, exclusive of any Servicing Charges and Residual Receipts (which Residual Receipts, for the avoidance of doubt, include all payments due after the Final Due Date for a Contract).













“Secured Parties”:  Means, collectively, the Noteholders.




“Securities Account Control Agreement”:Means the Securities Account Control Agreement, dated as of May 1, 2010, by and between the Issuer and the Trustee, as both securities intermediary and trustee.




“Securities Act”: The United States Securities Act of 1933, as amended.




“Securities Intermediary”: Means U.S. Bank National Association in its capacity as Securities Intermediary pursuant to the Securities Account Control Agreement.




“Security Deposit”:  Any amount paid to the Servicer or the Acquirer and its assigns by an Obligor as a security deposit which has not previously been refunded to such Obligor or applied towards such Obligor’s obligations under such Contract.




“Security Depository”:  Initially shall mean DTC, and otherwise shall mean any replacement thereof or successor thereto registered as a “Security Depository” pursuant to Section 17A of the Exchange Act.




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




“Servicer”:  The servicer of the Contract Assets, which shall be LEAF Financial Corporation until such time, if any, as the Back-up Servicer or other successor Person shall have become the “Servicer” pursuant to the applicable provisions of the Servicing Agreement, whereupon “Servicer” shall mean such successor Person.




“Servicer Fee”:  The fee payable on each Payment Date to the Servicer (or, so long as LEAF Financial Corporation is the Servicer, to the Partnership as its agent) in consideration for the Servicer’s performance of its duties under the Servicing Agreement during the related Collection Period, in an amount equal to the product of (a) one-twelfth (1/12) of the Servicer Fee Rate and (b) the aggregate Discounted Pool Balance as of the Payment Date occurring immediately prior to the related Collection Period (or, in the case of the Initial Payment Date, the Initial Cut–Off Date). If the Back-up Servicer shall become the successor Servicer, the Servicer Fee shall be subject to a minimum of $6,000 per month.




“Servicer Fee Rate”:  1.50% per annum.




“Servicer Financial Statements”:  The financial statements described in Section 4.02(i) of the Servicing Agreement.




“Servicer Termination Notice”:  The notice described in Section 6.01 of the Servicing Agreement.




“Servicer Transition Account”:  The trust account created and maintained pursuant to Section 13.02 of the Indenture; provided, that in no event shall the Servicer Transition Account be other than an Eligible Account.













“Servicing Agreement”:  The Servicing Agreement, dated as of May 1, 2010, among the Servicer, the Partnership, the Issuer, the Trustee and the Back-up Servicer, as amended, supplemented or otherwise modified from time to time.




“Servicing Charges”:  Means the sum of (a) any late payment charges paid by an Obligor on a Contract after application of any such charges to amounts then due under such Contract and (b) any other incidental charges, or fees received from an Obligor, including (i) tax payments, insurance premium payments or reimbursements, late charges, documentation fees, extension fees, administrative charges and maintenance premiums and other pass-through items and (ii) prepayment charges paid by an Obligor in connection with a Prepayment.




“Servicing Documents”:  Means all servicing records, servicing agreements, servicing rights, pledge agreements and any other collateral pledged or otherwise relating to the Contracts, together with all files, documents, instruments, certificates, correspondence, accounting books and records relating thereto or to the Contract Files.




“Servicing Officers”:  Those officers of the Servicer involved in, or responsible for, the administration and servicing of the Contract Assets, as identified on a certificate delivered to the Trustee in accordance with Section 4.01(a)(ix) of the Indenture, as the same may be updated from time to time.






“State”:  Any state of the United States of America and, in addition, the District of Columbia.




“Stated Maturity Date”:  If the Notes have not already been paid in full, the Outstanding Note Balance with respect to each Class of Notes due and payable on the Payment Dates occurring on:




Class A Notes
October 23, 2016Class B Notes
September 23, 2018Class C Notes
September 23, 2018




“Subject Equipment”:  Means Equipment subject to a certain Contract.




“Substitute Contract”:A Contract substituted by the Servicer in replacement of one or more Contracts pursuant to the terms and provisions of the Transaction Documents.




“Substitution Certificate”:Has the meaning set forth in Section 3.01(a) of the Indenture.




“Tax Lien”:A lien arising under Section 6321 of the Code.




“Three-Month Rolling Average Delinquency Ratio”:  Means, with respect to any Determination Date commencing with the fourth Determination Date after the Closing Date, the average of the Delinquency Ratios for such Determination Date and the two preceding Determination Dates.















“Transaction Documents”:  The Indenture, the Lockbox Intercreditor Agreement, each Assignment Agreement, the Note Purchase Agreement, the Servicing Agreement, the Purchase and Contribution Agreement, the Notes, the Joinder to Lockbox Intercreditor Agreement, the Lienholder Nominee Agreement, the Securities Account Control Agreement and each other document and/or instrument executed pursuant thereto or in connection therewith.




“Transfer Taxes”:  Means any tax, fee or other governmental charge payable to any federal, state or local government in connection with the sale of the Contract Assets to the Issuer pursuant to the Assignment Agreements and the pledge of the Contract Assets by the Issuer to the Trustee pursuant to the Indenture.




“Transferor”: Means LEAF Capital Funding III, LLC, a Delaware limited liability company.




“Transition Costs”:  Means any documented fees and expenses reasonably incurred by a successor Servicer, the Back-up Servicer or the Trustee in connection with a transfer of servicing under the Servicing Agreement, as provided in the Indenture and the Servicing Agreement; provided that the total amount of Transition Costs payable to all such Persons shall not exceed $150,000 in the aggregate.




“Trust Accounts”:  Has the meaning set forth in Section 13.02(a) of the Indenture.




“Trustee”:  The trustee under the Indenture which, initially, shall be U.S. Bank National Association until such time, if any, as a successor Person shall have become the Trustee pursuant to the applicable provisions of the Indenture, whereupon “Trustee” shall mean such successor Person.




“Trustee Fee”:  The monthly fees payable on each Payment Date to the Trustee in consideration for the Trustee’s performance of its duties hereunder, as set forth in the Trustee Fee Schedule.




“Trustee Fee Schedule”:  That certain “Schedule of Fees for Services Rendered as Trustee, Paying Agent and Registrar for $80,000,000 (Approximate) LEAF Receivable Funding II, LLC, Equipment Contract Backed Notes, 2010-1”, dated as of May 4, 2010.




“UCC”:  The Uniform Commercial Code as then in effect in the State of New York, or where the context otherwise requires, the jurisdiction the law of which governs the perfection or priority of any applicable security interest.




“United States”:  The United States of America and its territories.




“U.S. Person”:  Means (other than for tax purposes) (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any estate of which an executor or administrator is a U.S. Person (other than an estate governed by foreign law and of which at least one executor or administrator is a non-U.S. Person who has sole or shared investment discretion with respect to its assets), (iv) any trust of which any trustee is a U.S. Person (other than a trust of which at least one trustee is a non-U.S. Person who has sole or shared













investment discretion with respect to its assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person), (v) any agency or branch of a foreign entity located in the United States, (vi) any non-discretionary or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, (vii) any discretionary or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States (other than such an account held for the benefit or account of a non-U.S. Person), or (viii) any partnership or corporation organized or incorporated under the laws of a foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act (unless it is organized or incorporated, and owned, by accredited investors within the meaning of Rule 501(a) under the Securities Act who are not natural persons, estates or trusts); providedthat, the term “U.S. Person” shall not include (A) a branch or agency of a U.S. Person that is located and operating outside the United States for valid business purposes as a locally regulated branch or agency engaged in the banking or insurance business, (B) any employee benefit plan established and administered in accordance with the law, customary practices and documentation of a foreign country, and (C) the international organizations set forth in Section 902(k)(2)(vi) of RegulationS under the Securities Act and any other similar international organizations, and their agencies, affiliates and pension plans.




“Vendor”:  Any Equipment manufacturer, distributor, dealer or supplier with whom the Servicer has a vendor program in effect pursuant to which the Servicer acquires or otherwise originates Contracts used to finance equipment manufactured and/or distributed by such vendor and leased or otherwise financed by Obligors under such Contracts.




“Verification Date”:  The third Business Day after each Reporting Date, by which time the Back-up Servicer must verify the information contained in the Monthly Servicing Report delivered on such Reporting Date.




“Warranty Event”:  With respect to any Contract, any breach of Section 4.1(a) of the Purchase and Contribution Agreement or clauses (3) or (4) of any Assignment Agreement that gives rise to a repurchase obligation under Section 6.1(a) of the Purchase and Contribution Agreement or a Servicer repurchase obligation under Section 3.09 of the Servicing Agreement.
















Exhibit A-1


to Indenture





FORM OF LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


GLOBAL CLASS A NOTE





[For Rule 144A Book-Entry Notes Only]




UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE ISSUER PURSUANT TO THE TERMS OF THE INDENTURE 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 REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING.  EACH TRANSFEREE ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN 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 ON BEHALF OF (AND FOR SO LONG AS IT













HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN "EMPLOYEE BENEFIT PLAN"AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN ("PLAN ASSETS") PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET REGULATION") (EACH A "BENEFIT PLAN INVESTOR"), OR (B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE, AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED 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 TRANSFERRING OF SUCH NOTE OR INTEREST THEREIN 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 ANY OBLIGATION IN 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 ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.







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The remainder of this page is intentionally left blank.]














LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


CLASS A NOTE








No. ______ Up to $74,195,000





Stated Maturity Date:  _______ __, 20__





Dated: ____________ __, 20__





REGISTERED OWNER: ____________________________




LEAF Receivables Funding 2, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed SEVENTY-FOUR MILLION ONE HUNDRED NINETY-FIVE THOUSAND DOLLARS ($74,195,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture.  Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.




This Note is duly authorized by the Issuer pursuant to the Indenture, and is designated as its Equipment Contract Backed Notes, Series 2010-1 (herein called the “Notes”) issued and to be issued under the Indenture, dated as of May 1, 2010 (as amended, modified, or supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as Trustee and Custodian.  Reference is made to the Indenture for a statement of the respective rights thereunder of the Issuer, the Trustee, and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered.  Each capitalized term used and not otherwise defined herein shall have the meaning assigned to it in the Indenture.




Each Class A Note shall represent such of the Outstanding Class A Notes as are specified herein, and represents the aggregate amount of Outstanding Class A Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class A Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.




Interest shall accrue on the Outstanding Note Balance of the Class A Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class A Notes specified in the Indenture (calculated in accordance with the Indenture).  The Interest Accrual Period for each Payment Date is the period commencing on and including the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual Period, such











Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date.  All accrued interest shall be due and payable in arrears on each Payment Date.  In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.




Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture.  Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date.  All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date.  All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this 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 payable on the Class A Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.




The principal and interest payable on this Note are payable, through the Paying Agent on behalf of the Issuer, by check mailed by first-class mail to the Registered Holder of this Note, at the address of the Registered Holder as it appears in the Note Register or, at the option of the Noteholder by wire transfer in accordance with the terms of the Indenture.  The Record Date for any Payment Date shall be the last Business Day preceding such Payment Date.




This Class A Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer.  Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.




This Class A Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person.  Neither the Class A Notes nor the Contract Assets are insured by any Person or any governmental agency.




The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture.  The Collateral secures the Class A Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class A Note and any other Class A Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.













Unless earlier declared due and payable by reason of an Event of Default, the Notes are payable only at the time and in the manner provided in the Indenture, and are not redeemable or prepayable at the option of the Issuer before such time, except that the Notes shall be redeemable at the option of the Issuer in whole but not in part on any Payment Date on which the Aggregate Outstanding Note Balance (after taking into account payments made on such Payment Date) is less than 10% of the Aggregate Initial Note Balance at the applicable Redemption Price plus any fees due under the Indenture.  If an Event of Default shall occur and be continuing, the principal of all the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.




The Class A Notes may be exchanged, and their transfer may be registered, by the Class A Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class A Notes.  Upon exchange or registration of such transfer, a new registered Class A Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.




Each Person who has or who acquires any Ownership Interest in a Class A Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.




Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, the Note Registrar, the Paying Agent, and any agent of the Issuer, the Trustee, the Note Registrar, or the Paying Agent shall treat the Person in whose name this Note is registered in the Note Register as the owner hereof for the purpose of receiving payment as provided in the Indenture and for all other purposes whatsoever, whether or not this Note be overdue, and neither the Issuer, the Trustee, the Note Registrar, the Paying Agent, nor any such agent shall be affected by notice to the contrary.




As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register of the Issuer upon surrender of this Note for registration of transfer at the office of the Note Registrar in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture.  Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.




The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time, with the prior written consent of the Majority Holders and the Servicer, by the Issuer, the Custodian, and the Trustee.  The Indenture also contains provisions permitting the Control Party and the Noteholders to agree to certain modifications or actions and to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Control Party shall be conclusive and binding upon all Holders and upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange or in lieu thereof whether or not notation of such consent or waiver is made upon this Note.













The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.




The Issuer has structured the transaction contemplated by the Indenture and the Notes with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuer.  The Issuer, the Trustee, and each Noteholder, by acceptance of its Note, agree to treat the Notes as indebtedness of the Issuer for all tax purposes.




During the term of the Indenture and for one year and one day after payment in full of all of the obligations of the Issuer under the Transaction Documents, none of the parties to the Indenture or any Affiliate thereof or any Noteholder will file any involuntary petition against the Issuer or otherwise institute, or cooperate with or encourage any other Person to file or otherwise institute, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or any other proceedings under federal or state bankruptcy or similar law against or concerning the Issuer; provided that if such proceeding shall have commenced, nothing herein shall preclude any Noteholder from filing a proof of claim in any such proceeding in accordance with the Indenture.




This Note and the Indenture shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, except to the extent that the perfection or effect of perfection of the security interests granted thereunder are governed by the laws of a jurisdiction other than the State of New York, and without regard to principles of conflict of laws of the State of New York that would permit or require the application of the law of any other jurisdiction.




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













The Issuer hereby waives diligence, presentment, demand, protest, and notice of any kind whatsoever.  The non-exercise by the holder of this Note of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.





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IN WITNESS WHEREOF, LEAF Receivables Funding 2, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.







LEAF RECEIVABLES FUNDING 2, LLC




By:




Name:




Title:














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









Dated: ____________ ___, 2010









U.S. Bank National Association, as Trustee









By:
______________________________




Authorized Signatory














Exhibit A-2


to Indenture





FORM OF LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


DEFINITIVE CLASS A NOTE






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 ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE ISSUER PURSUANT TO THE TERMS OF THE INDENTURE 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 REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING.  EACH TRANSFEREE ACCEPTING AN OWNERSHIP INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN 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 ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN "EMPLOYEE BENEFIT PLAN"AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN ("PLAN ASSETS") PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET REGULATION") (EACH A "BENEFIT PLAN INVESTOR"), (B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE, AND (III) IT BELIEVES THAT THE NOTES ARE





Exhibit A-2-1







PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED 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 TRANSFERRING OF SUCH NOTE OR INTEREST THEREIN 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 ANY OBLIGATION IN 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 ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




OWING TO THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING NOTE BALANCE OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ANYONE PURCHASING THIS NOTE SHOULD CONFIRM THE OUTSTANDING NOTE BALANCE HEREOF BY INQUIRY OF THE TRUSTEE.








[The remaining pages for Class A Notes follow starting on the next page.


The remainder of this page is intentionally left blank.]








Exhibit A-2-2





LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


CLASS A NOTE








No. ______ Up to $74,195,000





Stated Maturity Date:_______ __, 20__





Dated: ____________ __, 20__





REGISTERED OWNER: ____________________________




LEAF Receivables Funding 2, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed SEVENTY-FOUR MILLION ONE HUNDRED NINETY-FIVE THOUSAND DOLLARS ($74,195,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture.  Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.




This Note is duly authorized by the Issuer pursuant to the Indenture, and is designated as its Equipment Contract Backed Notes, Series 2010-1 (herein called the “Notes”) issued and to be issued under the Indenture, dated as of May 1, 2010 (as amended, modified, or supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as Trustee and Custodian.  Reference is made to the Indenture for a statement of the respective rights thereunder of the Issuer, the Trustee, and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered.  Each capitalized term used and not otherwise defined herein shall have the meaning assigned to it in the Indenture.




Each Class A Note shall represent such of the Outstanding Class A Notes as are specified herein, and represents the aggregate amount of Outstanding Class A Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class A Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.




Interest shall accrue on the Outstanding Note Balance of the Class A Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class A Notes specified in the Indenture (calculated in accordance with the Indenture).  The Interest Accrual Period for each Payment Date is the period commencing on and including the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual Period, such





Exhibit A-2-3





Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date.  All accrued interest shall be due and payable in arrears on each Payment Date.  In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.




Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture.  Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date.  All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date.  All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this 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 payable on the Class A Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.




The principal and interest payable on this Note are payable, through the Paying Agent on behalf of the Issuer, by check mailed by first-class mail to the Registered Holder of this Note, at the address of the Registered Holder as it appears in the Note Register or, at the option of the Noteholder by wire transfer in accordance with the terms of the Indenture.  The Record Date for any Payment Date shall be the close of business on the last Business Day of the month prior to such Payment Date.




This Class A Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer.  Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.




This Class A Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person.  Neither the Class A Notes nor the Contract Assets are insured by any Person or any governmental agency.




The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture.  The Collateral secures the Class A Notes issued





Exhibit A-2-4





under the Indenture equally and ratably without prejudice, priority, or distinction between any Class A Note and any other Class A Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.




Unless earlier declared due and payable by reason of an Event of Default, the Notes are payable only at the time and in the manner provided in the Indenture, and are not redeemable or prepayable at the option of the Issuer before such time, except that the Notes shall be redeemable at the option of the Issuer in whole but not in part on any Payment Date on which the Aggregate Outstanding Note Balance (after taking into account payments made on such Payment Date) is less than 10% of the Aggregate Initial Note Balance at the applicable Redemption Price plus any fees due under the Indenture. If an Event of Default shall occur and be continuing, the principal of all the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.




The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.




The Class A Notes may be exchanged, and their transfer may be registered, by the Class A Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class A Notes.  Upon exchange or registration of such transfer, a new registered Class A Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.




Each Person who has or who acquires any Ownership Interest in a Class A Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.




Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, the Note Registrar, the Paying Agent, and any agent of the Issuer, the Trustee, the Note Registrar, or the Paying Agent shall treat the Person in whose name this Note is registered in the Note Register as the owner hereof for the purpose of receiving payment as provided in the Indenture and for all other purposes whatsoever, whether or not this Note be overdue, and neither the Issuer, the Trustee, the Note Registrar, the Paying Agent, nor any such agent shall be affected by notice to the contrary.




As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register of the Issuer upon surrender of this Note for registration of transfer at the office of the Note Registrar in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture.  Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.





Exhibit A-2-5







The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time, with the prior written consent of the Majority Holders and the Servicer, by the Issuer, the Custodian, and the Trustee.  The Indenture also contains provisions permitting the Control Party and the Noteholders to agree to certain modifications or actions and to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Control Party shall be conclusive and binding upon all Holders and upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange or in lieu thereof whether or not notation of such consent or waiver is made upon this Note.




The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.




The Issuer has structured the transaction contemplated by the Indenture and the Notes with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuer.  The Issuer, the Trustee, and each Noteholder, by acceptance of its Note, agree to treat the Notes as indebtedness of the Issuer for all tax purposes.




During the term of the Indenture and for one year and one day after payment in full of all of the obligations of the Issuer under the Transaction Documents, none of the parties to the Indenture or any Affiliate thereof or any Noteholder will file any involuntary petition against the Issuer or otherwise institute, or cooperate with or encourage any other Person to file or otherwise institute, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or any other proceedings under federal or state bankruptcy or similar law against or concerning the Issuer; provided that if such proceeding shall have commenced, nothing herein shall preclude any Noteholder from filing a proof of claim in any such proceeding in accordance with the Indenture.




This Note and the Indenture shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, except to the extent that the perfection or effect of perfection of the security interests granted thereunder are governed by the laws of a jurisdiction other than the State of New York, and without regard to principles of conflict of laws of the State of New York that would permit or require the application of the law of any other jurisdiction.




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





Exhibit A-2-6







The Issuer hereby waives diligence, presentment, demand, protest, and notice of any kind whatsoever.  The non-exercise by the holder of this Note of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.





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Exhibit A-2-7







IN WITNESS WHEREOF, LEAF Receivables Funding 2, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.







LEAF RECEIVABLES FUNDING 2, LLC




By:




Name:




Title:














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









Dated: ____________ ___, 2010









U.S. Bank National Association, as Trustee









By:
______________________________




Authorized Signatory








Exhibit A-2-8





[Form of Assignment]




For Value Received, the undersigned hereby sells, assigns, and transfers unto




(Please insert Social Security or Taxpayer Identification number of Assignee)




_______________________________


_______________________________




______________________________________________________________________________




(Please Print or Typewrite Name and Address of Assignee)




______________________________________________________________________________




the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint




_____________________________________________________________________________, as attorney, to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.




Date:___________________





____________________________________


Notice:  The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.





Exhibit A-2-9





Exhibit B-1


to Indenture





FORM OF LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


GLOBAL CLASS B NOTE







[For Rule 144A Book-Entry Notes]




UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE ISSUER PURSUANT TO THE TERMS OF THE INDENTURE 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 REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING.  EACH TRANSFEREE ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN 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





Exhibit B-1-1







WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN "EMPLOYEE BENEFIT PLAN"AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN ("PLAN ASSETS") PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET REGULATION") (EACH A "BENEFIT PLAN INVESTOR"), (B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE, AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED 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 TRANSFERRING OF SUCH NOTE OR INTEREST THEREIN 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 ANY OBLIGATION IN 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 ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.









[The remaining pages for Class B Notes follow starting on the next page.




The remainder of this page is intentionally left blank.]





Exhibit B-1-2







LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


CLASS B NOTE








No. ______                                                                                                                Up to $15,661,000








Stated Maturity Date:_______ __, 20__





Dated: ________ __, 20__








REGISTERED OWNER:  ____________________________




LEAF Receivables Funding 2, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FIFTEEN MILLION SIX HUNDRED SIXTY-ONE THOUSAND DOLLARS ($15,661,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture.  Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.




This Note is duly authorized by the Issuer pursuant to the Indenture, and is designated as its Equipment Contract Backed Notes, Series 2010-1 (herein called the “Notes”) issued and to be issued under the Indenture, dated as of May 1, 2010 (as amended, modified, or supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as Trustee and Custodian.  Reference is made to the Indenture for a statement of the respective rights thereunder of the Issuer, the Trustee, and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered.  Each capitalized term used and not otherwise defined herein shall have the meaning assigned to it in the Indenture.




Each Class B Note shall represent such of the Outstanding Class B Notes as are specified herein, and represents the aggregate amount of Outstanding Class B Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class B Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.




Interest shall accrue on the Outstanding Note Balance of the Class B Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class B Notes specified in the Indenture (calculated in accordance with the Indenture).





Exhibit B-1-3





The Interest Accrual Period for each Payment Date is the period commencing on and including the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual Period, such Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date.  All accrued interest shall be due and payable in arrears on each Payment Date.  In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.




Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture.  Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date.  All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date.  All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this 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 payable on the Class B Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.




The principal and interest payable on this Note are payable, through the Paying Agent on behalf of the Issuer, by check mailed by first-class mail to the Registered Holder of this Note, at the address of the Registered Holder as it appears in the Note Register or, at the option of the Noteholder by wire transfer in accordance with the terms of the Indenture.  The Record Date for any Payment Date shall be the last Business Day preceding such Payment Date.




THIS CLASS B NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.




This Class B Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer.  Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.





Exhibit B-1-4







This Class B Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person.  Neither the Class B Notes nor the Contract Assets are insured by any Person or any governmental agency.




The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture.  The Collateral secures the Class B Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class B Note and any other Class B Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.




Unless earlier declared due and payable by reason of an Event of Default, the Notes are payable only at the time and in the manner provided in the Indenture, and are not redeemable or prepayable at the option of the Issuer before such time, except that the Notes shall be redeemable at the option of the Issuer in whole but not in part on any Payment Date on which the Aggregate Outstanding Note Balance (after taking into account payments made on such Payment Date) is less than 10% of the Aggregate Initial Note Balance at the applicable Redemption Price plus any fees due under the Indenture.  If an Event of Default shall occur and be continuing, the principal of all the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.




The Class B Notes may be exchanged, and their transfer may be registered, by the Class B Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class B Notes.  Upon exchange or registration of such transfer, a new registered Class B Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.




Each Person who has or who acquires any Ownership Interest in a Class B Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.




Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, the Note Registrar, the Paying Agent, and any agent of the Issuer, the Trustee, the Note Registrar, or the Paying Agent shall treat the Person in whose name this Note is registered in the Note Register as the owner hereof for the purpose of receiving payment as provided in the Indenture and for all other purposes whatsoever, whether or not this Note be overdue, and neither the Issuer, the Trustee, the Note Registrar, the Paying Agent, nor any such agent shall be affected by notice to the contrary.




As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register of the Issuer upon surrender of this Note for registration of transfer at the office of the Note Registrar in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument





Exhibit B-1-5







of transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture.  Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.




The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time, with the prior written consent of the Majority Holders and the Servicer, by the Issuer, the Custodian, and the Trustee.  The Indenture also contains provisions permitting the Control Party and the Noteholders to agree to certain modifications or actions and to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Control Party shall be conclusive and binding upon all Holders and upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange or in lieu thereof whether or not notation of such consent or waiver is made upon this Note.




The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.




The Issuer has structured the transaction contemplated by the Indenture and the Notes with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuer.  The Issuer, the Trustee, and each Noteholder, by acceptance of its Note, agree to treat the Notes as indebtedness of the Issuer for all tax purposes.




During the term of the Indenture and for one year and one day after payment in full of all of the obligations of the Issuer under the Transaction Documents, none of the parties to the Indenture or any Affiliate thereof or any Noteholder will file any involuntary petition against the Issuer or otherwise institute, or cooperate with or encourage any other Person to file or otherwise institute, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or any other proceedings under federal or state bankruptcy or similar law against or concerning the Issuer; provided that if such proceeding shall have commenced, nothing herein shall preclude any Noteholder from filing a proof of claim in any such proceeding in accordance with the Indenture.




This Note and the Indenture shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, except to the extent that the perfection or effect of perfection of the security interests granted thereunder are governed by the laws of a jurisdiction other than the State of New York, and without regard to principles of conflict of laws of the State of New York that would permit or require the application of the law of any other jurisdiction.




No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the





Exhibit B-1-6







principal of and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed.




The Issuer hereby waives diligence, presentment, demand, protest, and notice of any kind whatsoever.  The non-exercise by the holder of this Note of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.





[The remainder of page is intentionally left blank.]












Exhibit B-1-7







IN WITNESS WHEREOF, LEAF Receivables Funding 2, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.







LEAF RECEIVABLES FUNDING 2 LLC




By:
_________________________




Name:




Title:














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









Dated:  ____________ ___, 2010









U.S. Bank National Association, as Trustee









By:  ______________________________




Authorized Signatory








Exhibit B-1-8





Exhibit B-2


to Indenture





FORM OF LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


DEFINITIVE CLASS B NOTE




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 ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE ISSUER PURSUANT TO THE TERMS OF THE INDENTURE 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 REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING.  EACH TRANSFEREE ACCEPTING AN OWNERSHIP INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN 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 ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN "EMPLOYEE BENEFIT PLAN"AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN ("PLAN ASSETS") PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET REGULATION") (EACH A "BENEFIT PLAN INVESTOR"), (B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE, AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY





Exhibit B-2-1







FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED 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 TRANSFERRING OF SUCH NOTE OR INTEREST THEREIN 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 ANY OBLIGATION IN 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 ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




OWING TO THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING NOTE BALANCE OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ANYONE PURCHASING THIS NOTE SHOULD CONFIRM THE OUTSTANDING NOTE BALANCE HEREOF BY INQUIRY OF THE TRUSTEE.








[The remaining pages for Class B Notes follow starting on the next page.


The remainder of this page is intentionally left blank.]








Exhibit B-2-2





LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


CLASS B NOTE








No. ______                                                                                                                Up to $15,661,000








Stated Maturity Date:_______ __, 20__





Dated: ________ __, 20__








REGISTERED OWNER:  ____________________________







LEAF Receivables Funding 2, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FIFTEEN MILLION SIX HUNDRED SIXTY-ONE THOUSAND DOLLARS ($15,661,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture.  Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.




This Note is duly authorized by the Issuer pursuant to the Indenture, and is designated as its Equipment Contract Backed Notes, Series 2010-1 (herein called the “Notes”) issued and to be issued under the Indenture, dated as of May 1, 2010(as amended, modified, or supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as Trustee and Custodian.  Reference is made to the Indenture for a statement of the respective rights thereunder of the Issuer, the Trustee, and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered.  Each capitalized term used and not otherwise defined herein shall have the meaning assigned to it in the Indenture.




Each Class B Note shall represent such of the Outstanding Class B Notes as are specified herein, and represents the aggregate amount of Outstanding Class B Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class B Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.




Interest shall accrue on the Outstanding Note Balance of the Class B Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class B Notes specified in the Indenture (calculated in accordance with the Indenture).  The Interest Accrual Period for each Payment Date is the period commencing on and including





Exhibit B-2-3








the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual Period, such Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date.  All accrued interest shall be due and payable in arrears on each Payment Date.  In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.




Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture.  Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date.  All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date.  All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this 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 payable on the Class B Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.




The principal and interest payable on this Note are payable, through the Paying Agent on behalf of the Issuer, by check mailed by first-class mail to the Registered Holder of this Note, at the address of the Registered Holder as it appears in the Note Register or, at the option of the Noteholder by wire transfer in accordance with the terms of the Indenture.  The Record Date for any Payment Date shall be the close of business on the last Business Day of the month prior to such Payment Date.




THIS CLASS B NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.




This Class B Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer.  Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.





Exhibit B-2-4







This Class B Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person.  Neither the Class B Notes nor the Contract Assets are insured by any Person or any governmental agency.




The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture.  The Collateral secures the Class B Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class B Note and any other Class B Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.




Unless earlier declared due and payable by reason of an Event of Default, the Notes are payable only at the time and in the manner provided in the Indenture, and are not redeemable or prepayable at the option of the Issuer before such time, except that the Notes shall be redeemable at the option of the Issuer in whole but not in part on any Payment Date on which the Aggregate Outstanding Note Balance (after taking into account payments made on such Payment Date) is less than 10% of the Aggregate Initial Note Balance at the applicable Redemption Price plus any fees due under the Indenture. If an Event of Default shall occur and be continuing, the principal of all the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.




The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.




The Class B Notes may be exchanged, and their transfer may be registered, by the Class B Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class B Notes.  Upon exchange or registration of such transfer, a new registered Class B Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.




Each Person who has or who acquires any Ownership Interest in a Class B Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.




Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, the Note Registrar, the Paying Agent, and any agent of the Issuer, the Trustee, the Note Registrar, or the Paying Agent shall treat the Person in whose name this Note is registered in the Note Register as the owner hereof for the purpose of receiving payment as provided in the Indenture and for all other purposes whatsoever, whether or not this Note be overdue, and neither the Issuer, the Trustee, the Note Registrar, the Paying Agent, nor any such agent shall be affected by notice to the contrary.





Exhibit B-2-5







As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register of the Issuer upon surrender of this Note for registration of transfer at the office of the Note Registrar in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture.  Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.




The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time, with the prior written consent of the Majority Holders and the Servicer, by the Issuer, the Custodian, and the Trustee.  The Indenture also contains provisions permitting the Control Party and the Noteholders to agree to certain modifications or actions and to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Control Party shall be conclusive and binding upon all Holders and upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange or in lieu thereof whether or not notation of such consent or waiver is made upon this Note.




The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.




The Issuer has structured the transaction contemplated by the Indenture and the Notes with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuer.  The Issuer, the Trustee, and each Noteholder, by acceptance of its Note, agree to treat the Notes as indebtedness of the Issuer for all tax purposes.




During the term of the Indenture and for one year and one day after payment in full of all of the obligations of the Issuer under the Transaction Documents, none of the parties to the Indenture or any Affiliate thereof or any Noteholder will file any involuntary petition against the Issuer or otherwise institute, or cooperate with or encourage any other Person to file or otherwise institute, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or any other proceedings under federal or state bankruptcy or similar law against or concerning the Issuer; provided that if such proceeding shall have commenced, nothing herein shall preclude any Noteholder from filing a proof of claim in any such proceeding in accordance with the Indenture.




This Note and the Indenture shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, except to the extent that the perfection or effect of perfection of the security interests granted thereunder are governed by the laws of a jurisdiction other than the State of New York, and without regard to principles of conflict of laws of the State of New York that would permit or require the application of the law of any other jurisdiction.





Exhibit B-2-6







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




The Issuer hereby waives diligence, presentment, demand, protest, and notice of any kind whatsoever.  The non-exercise by the holder of this Note of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.





[The remainder of page is intentionally left blank.]







Exhibit B-2-7







IN WITNESS WHEREOF, LEAF Receivables Funding 2, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.







LEAF RECEIVABLES FUNDING 2, LLC




By:




Name:




Title:














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









Dated: ____________ ___, 2010









U.S. Bank National Association, as Trustee









By:
______________________________




Authorized Signatory








Exhibit B-2-8





[Form of Assignment]




For Value Received, the undersigned hereby sells, assigns, and transfers unto




(Please insert Social Security or Taxpayer Identification number of Assignee)




_______________________________


_______________________________




______________________________________________________________________________




(Please Print or Typewrite Name and Address of Assignee)




______________________________________________________________________________




the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint




_____________________________________________________________________________, as attorney, to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.




Date:___________________





____________________________________


Notice:  The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.








Exhibit B-2-9





Exhibit C-1


to Indenture





FORM OF LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


GLOBAL CLASS C NOTE







[For Rule 144A Book-Entry Notes]




UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IS A U.S. PERSON (“U.S. PERSON”) WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, 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 REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING.  EACH TRANSFEREE ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB AND IS A U.S. PERSON.  EACH HOLDER HEREOF IS DEEMED TO





Exhibit C-1-1







REPRESENT AND WARRANT THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN "EMPLOYEE BENEFIT PLAN"AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN ("PLAN ASSETS") PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET REGULATION").  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 ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.









[The remaining pages for Class C Notes follow starting on the next page.




The remainder of this page is intentionally left blank.]





Exhibit C-1-2







LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


CLASS C NOTE








No. ______                                                                                                                Up to $2,838,000








Stated Maturity Date:_______ __, 20__





Dated: ________ __, 20__








REGISTERED OWNER:  ____________________________




LEAF Receivables Funding 2, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed TWO MILLION EIGHT HUNDRED THIRTY-EIGHT THOUSAND DOLLARS ($2,838,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture.  Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.




This Note is duly authorized by the Issuer pursuant to the Indenture, and is designated as its Equipment Contract Backed Notes, Series 2010-1 (herein called the “Notes”) issued and to be issued under the Indenture, dated as of May 1, 2010 (as amended, modified, or supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as Trustee and Custodian.  Reference is made to the Indenture for a statement of the respective rights thereunder of the Issuer, the Trustee, and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered.  Each capitalized term used and not otherwise defined herein shall have the meaning assigned to it in the Indenture.




Each Class C Note shall represent such of the Outstanding Class C Notes as are specified herein, and represents the aggregate amount of Outstanding Class C Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class C Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.




Interest shall accrue on the Outstanding Note Balance of the Class C Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class C Notes specified in the Indenture (calculated in accordance with the Indenture).





Exhibit C-1-3





The Interest Accrual Period for each Payment Date is the period commencing on and including the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual Period, such Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date.  All accrued interest shall be due and payable in arrears on each Payment Date.  In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.




Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture.  Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date.  All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date.  All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this 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 payable on the Class C Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.




The principal and interest payable on this Note are payable, through the Paying Agent on behalf of the Issuer, by check mailed by first-class mail to the Registered Holder of this Note, at the address of the Registered Holder as it appears in the Note Register or, at the option of the Noteholder by wire transfer in accordance with the terms of the Indenture.  The Record Date for any Payment Date shall be the last Business Day preceding such Payment Date.




THIS CLASS C NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A NOTES AND THE CLASS B NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.




This Class C Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer.  Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.





Exhibit C-1-4







This Class C Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person.  Neither the Class C Notes nor the Contract Assets are insured by any Person or any governmental agency.




The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture.  The Collateral secures the Class C Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class C Note and any other Class C Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.




Unless earlier declared due and payable by reason of an Event of Default, the Notes are payable only at the time and in the manner provided in the Indenture, and are not redeemable or prepayable at the option of the Issuer before such time, except that the Notes shall be redeemable at the option of the Issuer in whole but not in part on any Payment Date on which the Aggregate Outstanding Note Balance (after taking into account payments made on such Payment Date) is less than 10% of the Aggregate Initial Note Balance at the applicable Redemption Price plus any fees due under the Indenture.  If an Event of Default shall occur and be continuing, the principal of all the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.




The Class C Notes may be exchanged, and their transfer may be registered, by the Class C Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class C Notes.  Upon exchange or registration of such transfer, a new registered Class C Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.




Each Person who has or who acquires any Ownership Interest in a Class C Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.




Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, the Note Registrar, the Paying Agent, and any agent of the Issuer, the Trustee, the Note Registrar, or the Paying Agent shall treat the Person in whose name this Note is registered in the Note Register as the owner hereof for the purpose of receiving payment as provided in the Indenture and for all other purposes whatsoever, whether or not this Note be overdue, and neither the Issuer, the Trustee, the Note Registrar, the Paying Agent, nor any such agent shall be affected by notice to the contrary.




As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register of the Issuer upon surrender of this Note for registration of transfer at the office of the Note Registrar in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument





Exhibit C-1-5





of transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture.  Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.




The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time, with the prior written consent of the Majority Holders and the Servicer, by the Issuer, the Custodian, and the Trustee.  The Indenture also contains provisions permitting the Control Party and the Noteholders to agree to certain modifications or actions and to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Control Party shall be conclusive and binding upon all Holders and upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange or in lieu thereof whether or not notation of such consent or waiver is made upon this Note.




The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.




The Issuer has structured the transaction contemplated by the Indenture and the Notes with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuer.  The Issuer, the Trustee, and each Noteholder, by acceptance of its Note, agree to treat the Notes as indebtedness of the Issuer for all tax purposes.




During the term of the Indenture and for one year and one day after payment in full of all of the obligations of the Issuer under the Transaction Documents, none of the parties to the Indenture or any Affiliate thereof or any Noteholder will file any involuntary petition against the Issuer or otherwise institute, or cooperate with or encourage any other Person to file or otherwise institute, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or any other proceedings under federal or state bankruptcy or similar law against or concerning the Issuer; provided that if such proceeding shall have commenced, nothing herein shall preclude any Noteholder from filing a proof of claim in any such proceeding in accordance with the Indenture.




This Note and the Indenture shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, except to the extent that the perfection or effect of perfection of the security interests granted thereunder are governed by the laws of a jurisdiction other than the State of New York, and without regard to principles of conflict of laws of the State of New York that would permit or require the application of the law of any other jurisdiction.




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





Exhibit C-1-6









The Issuer hereby waives diligence, presentment, demand, protest, and notice of any kind whatsoever.  The non-exercise by the holder of this Note of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.





[The remainder of page is intentionally left blank.]












Exhibit C-1-7







IN WITNESS WHEREOF, LEAF Receivables Funding 2, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.







LEAF RECEIVABLES FUNDING 2 LLC




By:
_________________________




Name:




Title:














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









Dated:  ____________ ___, 2010









U.S. Bank National Association, as Trustee









By:  ______________________________




Authorized Signatory








Exhibit C-1-8





Exhibit C-2


to Indenture





FORM OF LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


DEFINITIVE CLASS C NOTE




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 ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IS A U.S. PERSON (“U.S. PERSON”) WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, 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 REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING.  EACH TRANSFEREE ACCEPTING AN OWNERSHIP INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB AND IS A U.S. PERSON.  EACH HOLDER HEREOF IS DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN "EMPLOYEE BENEFIT PLAN"AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN ("PLAN ASSETS") PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET REGULATION").  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





Exhibit C-2-1







THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




OWING TO THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING NOTE BALANCE OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.  ANYONE PURCHASING THIS NOTE SHOULD CONFIRM THE OUTSTANDING NOTE BALANCE HEREOF BY INQUIRY OF THE TRUSTEE.








[The remaining pages for Class C Notes follow starting on the next page.


The remainder of this page is intentionally left blank.]








Exhibit C-2-2





LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1


CLASS C NOTE








No. ______                                                                                                                Up to $2,838,000








Stated Maturity Date:_______ __, 20__





Dated: ________ __, 20__








REGISTERED OWNER:  ____________________________







LEAF Receivables Funding 2, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed TWO MILLION EIGHT HUNDRED THIRTY-EIGHT THOUSAND DOLLARS ($2,838,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture.  Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.




This Note is duly authorized by the Issuer pursuant to the Indenture, and is designated as its Equipment Contract Backed Notes, Series 2010-1 (herein called the “Notes”) issued and to be issued under the Indenture, dated as of May 1, 2010(as amended, modified, or supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as Trustee and Custodian.  Reference is made to the Indenture for a statement of the respective rights thereunder of the Issuer, the Trustee, and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered.  Each capitalized term used and not otherwise defined herein shall have the meaning assigned to it in the Indenture.




Each Class C Note shall represent such of the Outstanding Class C Notes as are specified herein, and represents the aggregate amount of Outstanding Class C Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class C Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.




Interest shall accrue on the Outstanding Note Balance of the Class C Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class C Notes specified in the Indenture (calculated in accordance with the Indenture).  The Interest Accrual Period for each Payment Date is the period commencing on and including





Exhibit C-2-3







the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual Period, such Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date.  All accrued interest shall be due and payable in arrears on each Payment Date.  In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.




Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture.  Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date.  All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date.  All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this 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 payable on the Class C Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.




The principal and interest payable on this Note are payable, through the Paying Agent on behalf of the Issuer, by check mailed by first-class mail to the Registered Holder of this Note, at the address of the Registered Holder as it appears in the Note Register or, at the option of the Noteholder by wire transfer in accordance with the terms of the Indenture.  The Record Date for any Payment Date shall be the close of business on the last Business Day of the month prior to such Payment Date.




THIS CLASS C NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A NOTES AND THE CLASS B NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.




This Class C Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer.  Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.





Exhibit C-2-4







This Class C Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person.  Neither the Class C Notes nor the Contract Assets are insured by any Person or any governmental agency.




The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture.  The Collateral secures the Class C Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class C Note and any other Class C Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.




Unless earlier declared due and payable by reason of an Event of Default, the Notes are payable only at the time and in the manner provided in the Indenture, and are not redeemable or prepayable at the option of the Issuer before such time, except that the Notes shall be redeemable at the option of the Issuer in whole but not in part on any Payment Date on which the Aggregate Outstanding Note Balance (after taking into account payments made on such Payment Date) is less than 10% of the Aggregate Initial Note Balance at the applicable Redemption Price plus any fees due under the Indenture. If an Event of Default shall occur and be continuing, the principal of all the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.




The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.




The Class C Notes may be exchanged, and their transfer may be registered, by the Class C Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class C Notes.  Upon exchange or registration of such transfer, a new registered Class C Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.




Each Person who has or who acquires any Ownership Interest in a Class C Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.




Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, the Note Registrar, the Paying Agent, and any agent of the Issuer, the Trustee, the Note Registrar, or the Paying Agent shall treat the Person in whose name this Note is registered in the Note Register as the owner hereof for the purpose of receiving payment as provided in the Indenture and for all other purposes whatsoever, whether or not this Note be overdue, and neither the Issuer, the Trustee, the Note Registrar, the Paying Agent, nor any such agent shall be affected by notice to the contrary.





Exhibit C-2-5







As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register of the Issuer upon surrender of this Note for registration of transfer at the office of the Note Registrar in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture.  Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.




The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time, with the prior written consent of the Majority Holders and the Servicer, by the Issuer, the Custodian, and the Trustee.  The Indenture also contains provisions permitting the Control Party and the Noteholders to agree to certain modifications or actions and to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Control Party shall be conclusive and binding upon all Holders and upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange or in lieu thereof whether or not notation of such consent or waiver is made upon this Note.




The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.




The Issuer has structured the transaction contemplated by the Indenture and the Notes with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuer.  The Issuer, the Trustee, and each Noteholder, by acceptance of its Note, agree to treat the Notes as indebtedness of the Issuer for all tax purposes.




During the term of the Indenture and for one year and one day after payment in full of all of the obligations of the Issuer under the Transaction Documents, none of the parties to the Indenture or any Affiliate thereof or any Noteholder will file any involuntary petition against the Issuer or otherwise institute, or cooperate with or encourage any other Person to file or otherwise institute, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or any other proceedings under federal or state bankruptcy or similar law against or concerning the Issuer; provided that if such proceeding shall have commenced, nothing herein shall preclude any Noteholder from filing a proof of claim in any such proceeding in accordance with the Indenture.




This Note and the Indenture shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, except to the extent that the perfection or effect of perfection of the security interests granted thereunder are governed by the laws of a jurisdiction other than the State of New York, and without regard to principles of conflict of laws of the State of New York that would permit or require the application of the law of any other jurisdiction.





Exhibit C-2-6







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




The Issuer hereby waives diligence, presentment, demand, protest, and notice of any kind whatsoever.  The non-exercise by the holder of this Note of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.





[The remainder of page is intentionally left blank.]







Exhibit C-2-7







IN WITNESS WHEREOF, LEAF Receivables Funding 2, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.







LEAF RECEIVABLES FUNDING 2, LLC




By:




Name:




Title:














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









Dated: ____________ ___, 2010









U.S. Bank National Association, as Trustee









By:
______________________________




Authorized Signatory








Exhibit C-2-8





[Form of Assignment]




For Value Received, the undersigned hereby sells, assigns, and transfers unto




(Please insert Social Security or Taxpayer Identification number of Assignee)




_______________________________


_______________________________




______________________________________________________________________________




(Please Print or Typewrite Name and Address of Assignee)




______________________________________________________________________________




the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint




_____________________________________________________________________________, as attorney, to transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.




Date:___________________





____________________________________


Notice:  The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.











Exhibit C-2-9





Exhibit D-1


to Indenture


FORM OF


REQUEST FOR RELEASE




U.S. Bank National Association, as Trustee

60 Livingston Avenue, EP-MN-WS3D

St. Paul, Minnesota 55107

Telecopier No.: 651-495-8090

Attention:  LEAF Receivables Funding 2, LLC, Equipment Contract Backed Notes, Series 2010-1
U.S. Bank National Association (“U.S. Bank”), as Custodian

1133 Rankin Street, EP-MN-TMZD

St. Paul, Minnesota 55116

Telecopier No.: 651-695-6102

Attention:  LEAF Receivables Funding 2, LLC, Equipment Contract Backed Notes, Series 2010-1





Re:
Indenture, dated as of May 1, 2010 (the “Indenture”), between LEAF Receivables Funding 2, LLC (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”) and as custodian (the “Custodian”)






In connection with the administration of the Contracts held by U.S. Bank National Association as the Custodian for the Trustee, we request the release of the Contract described in Schedule I, for the reason indicated.  Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Indenture.




Reason for Requesting Documents (check one)




___
1.
Contract has become a Defaulted Contract




___
2.
Contract has become a Delinquent Contract




___
3.
A Warranty Event has occurred with respect to such Contract (either Servicer, on behalf of the Partnership, purchase is required under Section 3.09 of the Servicing Agreement or Transferor purchase is required under Section 6.1 of the Purchase and Contribution Agreement)




___
4.
Such Contract is an Early Termination Contract




___
5.
Collection of Insurance Proceeds that have been deposited into the Collection Account




___
6.
Temporary Release to Servicer in accordance with Section 4.07(c) of the Indenture countersigned by the Servicer with the consent of the Control Party attached hereto






If Item 1, 2, 3, 4. or 5 above is checked, the Issuer requests the release of the Lien of the Trustee on such Contract and related Contract Assets and the release of the related Contract





Exhibit D-1-1





Files.  If Item 6 has been checked, the Issuer and the Servicer (i) request the temporary release of the Contract Files related to such Contract to the Servicer for servicing purposes only, and acknowledge that the Servicer will hold such temporarily released contracts as bailee of the Custodian, and (ii) acknowledge that the Custodian’s release of the Contract and any related documentation does not, for any purpose whatsoever, release or discharge the lien on such Contract.




If Item 3 or 5 above is checked, and the Contract Repurchase Price is being delivered together with this Request for Release: (A) the Issuer certifies that (i) attached hereto as Schedule I is a list identifying the Contract and the related Contract Assets to be released; (ii) after giving effect to such release, no Default, Event of Default, or Event of Servicing Termination exists or will exist; and (iii) all other conditions precedent set forth in the Transaction Documents relating to such release have been satisfied; and (B) the Partnership certifies that (i) $_________ has been deposited into the Collection Account with respect thereto, and such amount constitutes the Contract Repurchase Price relating to such Contract and the related Contract Assets, and (ii) after giving effect to such release, no Default, Event of Default or Event, of Servicing Termination exists or will exist.




If Item 1, 2, or 4 above is checked, and a Substitute Contract and the related Contract Assets are being delivered together with this Request for Release: (A) the Issuer certifies that (i) attached hereto as Schedule I is a list identifying the Contract and the related Contract Assets to be released; (ii) attached hereto as Schedule II is a list identifying the Substitute Contract and the related Contract Assets that have been delivered to the Custodian in connection herewith and which are hereby substituted for the Contract and the related Contract Assets on Schedule I in accordance with the Transaction Documents; (iii) after giving effect to such release, no Default, Event of Default, or Event of Servicing Termination exists or will exist, (iv) all other conditions precedent set forth in the Transaction Documents relating to such release have been satisfied; and (v) all Contract Files related to the Substitute Contract has been delivered to the Custodian; and (B) the Partnership certifies that after giving effect to such release, no Default, Event of Default, or Event of Servicing Termination exists or will exist.




If Item 1, 2, or 4 above is checked, the Issuer and the Partnership each hereby certify that the aggregate Discounted Contract Balances of Defaulted Contracts, Delinquent Contracts, and Early Termination Contracts that have been replaced with a Substitute Contract on a cumulative basis from the Closing Date, including after giving effect to the Contract released hereby, does not exceed 8.00% of the Initial Discounted Pool Balance.




If Item 1, 2, 3, 4, or 5 above is checked, and if all or part of the Contract File was previously released to the Servicer pursuant to Item 6, please release to the Issuer the Servicer’s previous receipt on file with you, as well as any additional documents in your possession relating to the above specified Contract.




If Item 6 above is checked, the Servicer hereby acknowledges 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 Noteholders.  Attached to this Request for Release is the written consent of the





Exhibit D-1-2







Control Party to the temporary release, for servicing purposes, of the Contract and related Contract File, to the Servicer.  The Servicer agrees to return the Contract to the Custodian promptly upon the earlier of (x) the Control Party’s instruction to return a Contract to the Custodian and (y) the need therefor no longer existing; provided that if an Event of Default has occurred, the Servicer shall forthwith return to the Custodian each Contract temporarily delivered pursuant to Section 4.07 of the Indenture.




IN WITNESS WHEREOF, the Issuer, the Servicer, and the Partnership have caused this Request for Release to be duly executed by their respective duly authorized officers as of ______ __, 20__.




LEAF Receivables Funding 2, LLC, as Issuer




By:


Print Name:


Title:


Date:






LEAF Financial Corporation, as Servicer




By:


Print Name:


Title:


Date:




LEAF Equipment Finance Fund 4, L.P.




By:


Print Name:


Title:


Date:







Exhibit D-1-3





Schedule I


to Request for Release








Contract Assets to be released from Lien of Indenture





Exhibit D-1-4





Schedule II


to Request for Release








Substituted Contracts








Exhibit D-1-5





Exhibit D-2


to Indenture


FORM OF


RETURN OF DOCUMENTS TO CUSTODIAN





____________ __, 200_








U.S. Bank National Association (“U.S. Bank”)


1133 Rankin Street


St. Paul, Minnesota  55116


Attention:  LEAF Receivables Funding 2, LLC,


Equipment Contract Backed Notes, Series 2010-1





Re:
Indenture, dated as of May 1, 2010 (the “Indenture”), between LEAF Receivables Funding 2, LLC (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”) and as custodian (the “Custodian”)





Ladies and Gentlemen:





In accordance with Section 4.07(c) of the Indenture, enclosed please find the Contract Files for the Contract(s) described below:





Obligors Name, Address, and Zip Code:


LEAF Contract Number:





Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Indenture.





LEAF FINANCIAL CORPORATION, as Servicer








By:


Name:


Title:


RECEIPT ACKNOWLEDGED:





U.S. BANK NATIONAL ASSOCIATION,


as Custodian





By:


Name:


Title:


Date:








Exhibit D-2-1





Exhibit E


to Indenture





FORM OF CUSTODIAN AND TRUSTEE CERTIFICATE


(pursuant to Section 4.03(b) of the Indenture)





LEAF Receivables Funding 2, LLC, as Issuer

2005 Market Street, 15th Floor

Philadelphia, Pennsylvania 19103

Attention:  Miles HermanU.S. Bank National Association, as Trustee

60 Livingston Avenue, EP-MN-WS3D

St. Paul, Minnesota 55107
U.S. Bank National Association, as Custodian

1133 Rankin Street, EP-MN-TMZD

St. Paul, Minnesota 55116





Re:
Indenture, dated as of May 1, 2010 (the “Indenture”), between LEAF Receivables Funding 2, LLC (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”) and as custodian (the “Custodian”)





Ladies and Gentlemen:





1.           This Certificate is delivered pursuant to Section 4.03(b) of the Indenture.  Each capitalized term used and not otherwise defined herein has the meaning assigned thereto in the Indenture.





2.           The Custodian hereby certifies that:





(a)           it is holding each Contract listed on the Contract Schedule attached hereto as Schedule I (each a “Subject Contract” and, collectively, the “Subject Contracts”) and the related Contract Files as Custodian for the benefit of the Secured Parties;





(b)           except as otherwise noted, it has received and reviewed each item listed below for each Subject Contract:





(i)           copies of all UCC financing statements required to be filed to perfect the security interest in the related Equipment and the Related Security related thereto (except with respect to a Contract related to Equipment that had an original equipment cost at origination of less than (A) if such Contract is a secured loan or finance lease that provides for a $1 purchase option, $25,000, or (B) if such Contract provides for a “fair market value” purchase option, $50,000);





(ii)                the one and only executed original counterpart of such Contract in the Servicer’s possession, or a machine copy thereof certified by an officer of the Servicer that such copy is a true and complete copy thereof;





Exhibit E-1








(c)           based on its examination of the Contract Files, the following information with respect to each Subject Contract accurately reflects the information on the Contract Schedule attached hereto as Schedule I:





(i)           the LEAF Contract Number; and





(ii)
the name of the Obligor; and





(d)           each Subject Contract does not contain any notations on its face that purport to evidence any encumbrances or restrictions on transfer other than the stamp, if any, in favor of a prior lender which has signed a Release Agreement.





3.           The Trustee hereby certifies that, with respect to all Contracts in the aggregate, it has received a copy of the Contract Schedule and an executed Assignment Agreement and executed Release Agreement related thereto.





[Signatures on Following Page]





Exhibit E-2







IN WITNESS WHEREOF, the Custodian and Trustee have caused this Custodian and Trustee Certificate to be executed by its duly authorized officer this ____ day of _____________, 20__.








U.S. BANK NATIONAL ASSOCIATION,


as Custodian and Trustee








By:______________________________


Name:


Title:








The undersigned, LEAF Receivables Funding 2, LLC, as the Issuer, hereby directs the Trustee to attach the Contract Schedule attached hereto as Schedule I to the Indenture as Schedule I thereto, with such Contract Schedule constituting the Contract Schedule, as contemplated by the Indenture and the other Transaction Documents, as of the Acquisition Date.





LEAF RECEIVABLES FUNDING 2, LLC, as Issuer








By:_____________________________


Name:


Title:





Exhibit E-3





Schedule I


to Custodian and Trustee Certificate





[Amendment to Contract Schedule, with any exceptions noted]








Exhibit E-4





Exhibit F


to Indenture


FORM OF RELEASE





_______ __, 20__









To:
The Parties Listed on Schedule I Attached Hereto




Re:
Receivables Loan and Security Agreement, dated as of November 1, 2007 (as amended, restated, supplemented or otherwise modified through the date hereof, the “RLSA”), among LEAF Capital Funding III, LLC, (the “Borrower”), LEAF Financial Corporation (“LEAF Financial”), as Servicer (in such capacity, the “Servicer”), Morgan Stanley Bank, N.A. (f/k/a Morgan Stanley Bank), as Collateral Agent (in such capacity, the “Collateral Agent”), Morgan Stanley Asset Funding Inc. (“Morgan Stanley AFI”), as a Class A Lender and as a Class B Lender, The Royal Bank of Scotland plc (“RBS”), as a Class A Lender and as a Class B Lender (the Class A Lenders and the Class B Lenders shall be collectively referred to as the “Lenders”), U.S. Bank National Association, as Custodian (in such capacity, the “Custodian”), and as Lenders’ Bank (in such capacity, the “Lenders’ Bank”), and Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as Backup Servicer (in such capacity, the “Backup Servicer”)




Ladies and Gentlemen:




The Borrower has advised the Lenders and the Collateral Agent that it desires to voluntarily prepay all amounts outstanding under the RLSA on the date hereof.  As a consequence thereof, the Lenders have requested that the Borrower pay all Obligations and all other outstanding indebtedness and obligations owed to each of the Secured Parties and the Collateral Agent (collectively, the “Lender Parties”), under the RLSA and the other Transaction Documents, agreements, instruments and documents executed pursuant thereto or in connection therewith (collectively, the “LEAF III Documents”).  Capitalized terms used but not otherwise defined in this letter agreement (this “Payoff Letter”) shall have the respective meanings assigned to them in the RLSA.





The aggregate amount due to the Lender Parties and Mayer Brown LLP, as counsel to the Collateral Agent (the “Collateral Agent’s Counsel”), under the LEAF III Documents, if paid in immediately available funds by 3:00 p.m. (New York time), on _______ __, 20__ (the “Payoff Time”), is set forth more specifically on Schedule II hereto (such aggregate amount, the “Payoff Amount”).





In consideration of the payment in full of the Payoff Amount in immediately available funds no later than the Payoff Time, each of the Lender Parties, upon receipt of their respective portion of the Payoff Amount and the Collateral Agent’s Counsel receipt of its respective portion of the Payoff Amount, hereby acknowledges and agrees that:













(1)             payment of the Payoff Amount will constitute payment in full of all of the Borrower’s Obligations and other indebtedness and obligations to the Lender Parties under the LEAF III Documents;




(ii)
all security interests, liens or other rights which the Lender Parties may have on or in the Pledged Assets shall be released, terminated and shall be of no further force and effect;




(iii)
each of the Lenders and the Collateral Agent hereby (a) authorizes and requests the Borrower (or the Servicer on its behalf), to prepare and file, at the expense of the Borrower, UCC financing statement amendments to terminate all UCC financing statements filed in connection with the LEAF III Documents relating to the Pledged Assets;




(iv)
at the Servicer’s direction, which is hereby given to the Custodian, the Custodian shall continue to hold the Receivable Files in accordance with the terms of the Custodial Agreement at the Servicer’s sole expense; provided, however, that none of the Lender Parties (other than the Servicer) shall have any right, title or interest in any of the Receivable Files, and the Custodian shall comply with instructions from Borrower (or Servicer on its behalf) directing disposition of the Receivable Files without any further consent of the Lenders, the Collateral Agent or any other party;




(v)
each of the LEAF III Documents shall (without any further action by any party, subject to clause (vi) below) be terminated and released and be of no further force or effect (other than the Lockbox Intercreditor Agreement, the FDIC Documents and the Custodial Agreement (it being understood that Morgan Stanley Bank, N.A. is hereby terminated as a party to the Custodial Agreement)), all commitments and obligations of each of the Lender Parties with respect thereto shall be terminated and the Originator, the Borrower, the Servicer and each of their respective Affiliates shall have no further liabilities or obligations thereunder except for indemnification and other obligations which by their terms expressly survive termination of such LEAF III Document (including, without limitation, the Custodial Agreement); and




(vi)
the Collateral Agent and the Lenders (i) shall at the Borrower’s request and sole expense execute such documents as may be required to  terminate the Collection Account Agreement and the LEAF III Lockbox Account Agreement and (ii) consent to the withdrawal by Borrower (or the Servicer on its behalf) of any and all funds and other property on deposit in the Collection Account and the LEAF III Lockbox Account.







2


Payment of each portion of the Payoff Amount should be made in accordance with the payment instructions set forth on Schedule III hereto.  Notwithstanding anything to the contrary set forth in the Fee Letter or any Transaction Document related thereto, each of the Collateral Agent, Morgan Stanley AFI, the Borrower and RBS agree that the aggregate “Exit Fee” under and as defined in each such Transaction Document shall equal $100,000 and is to be paid to Morgan Stanley AFI and RBS as set forth more specifically on Schedule II hereto.




Notwithstanding anything in this Payoff Letter to the contrary, if all or any portion of the Payoff Amount is rescinded or must otherwise be returned for any reason under any state or federal bankruptcy or other law, then all obligations of the Borrower, the Servicer and each of their respective Affiliates under the LEAF III Documents in respect of the Payoff Amount so rescinded or returned shall be automatically and immediately revived (without any further action or consent by any of the parties hereto or any other Person) and shall continue in full force and effect as if such amounts had not been paid and the release given herein shall be void and of no further force and effect.




Each of the Originator, the Borrower and LEAF Financial, individually and as the Servicer, hereby waives, releases and forever discharges each of the Lender Parties and their affiliates, subsidiaries, officers, directors, attorneys, agents, and employees from any liability, damage, claim, loss or expense of any kind that it may have now or hereafter against such Person arising out of or relating to the LEAF III Documents, this Payoff Letter or otherwise in connection therewith or herewith.  This release shall become effective upon (i) receipt by the Collateral Agent of counterparts to this Payoff Letter duly executed by each of the parties hereto and (ii) receipt by each of the Lender Parties and the Collateral Agent’s Counsel of their respective portion of the Payoff Amount pursuant to the terms hereof.  Each of the Lender Parties hereby waives any required notice with respect to the prepayment of the Loans or the termination of any LEAF III Document contemplated by this Payoff Letter.




THIS PAYOFF LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).  EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS PAYOFF LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.




EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS PAYOFF LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND EACH PARTY HERETO HEREBY





3







IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.  THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.




Each of the Originator, LEAF Financial and the Borrower, as to itself, hereby represents and warrants that (i) such Person has the power and authority and is duly authorized to execute and deliver this Payoff Letter, (ii) such Person has duly executed and delivered this Payoff Letter, (iii) this Payoff Letter constitutes the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iv) no consent, authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by such Person of this Payoff Letter other than have been obtained and (v) such Person’s execution, delivery and performance of this Payoff Letter does not contravene (A) such Person’s organizational documents, (B) any law, rule or regulation applicable to such Person, (C) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other agreement or instrument binding on or affecting such Person or its property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting such Person or its property.




This Payoff Letter may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart when so executed shall be deemed to be an original, and all such counterparts when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart to this Payoff Letter by facsimile, “.pdf” file or similar electronic means shall constitute, and shall be effective as, delivery of a manually signed counterpart hereto.


[signature pages follow]





4





Very truly yours,




MORGAN STANLEY ASSET FUNDING INC.,


as a Class A Lender and as a Class B Lender








By:


Name:


Title:





THE ROYAL BANK OF SCOTLAND PLC,


as a Class A Lender and as a Class B Lender








By:
 Name:
 Title:


MORGAN STANLEY BANK, N.A.,


as Collateral Agent








By:
 Name:
 Title:


Acknowledged and agreed to


as of the above referenced date:




LEAF CAPITAL FUNDING III, LLC,


as Borrower




By:
 Name:
 Title:




LEAF FINANCIAL CORPORATION,


individually and as Servicer




By:
 Name:
 Title:
 
 LEAF III Payoff Letter





S-1
LEAF III Payoff Letter








LEAF FUNDING, LLC,


as Originator




By:
 Name:
 Title:





MORGAN STANLEY CAPITAL SERVICES INC.,


as Qualifying Swap Counterparty




By:


Name:


Title:







LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services),


as Backup Servicer




By:
 Name:
 Title:




U.S. BANK NATIONAL ASSOCIATION,


as Custodian and as Lenders’ Bank




By:
 Name:
 Title:


S-2
LEAF III Payoff Letter








SCHEDULE I














LEAF Capital Funding III, LLC


c/o LEAF Funding Inc.


One Commerce Square


2005 Market Street, 15th Floor


Philadelphia, PA 19103


Attention:  Matthew Goldenberg


Facsimile No.:  (215) 640-6370





LEAF Financial Corporation


One Commerce Square


2005 Market Street, 15th Floor


Philadelphia, PA 19103


Attention:  Miles Herman


Facsimile No.:  (215) 640-6363





LEAF Funding, LLC


c/o LEAF Financial Corporation


One Commerce Square


2005 Market Street, 15th Floor


Philadelphia, PA 19103


Attention:  Miles Herman


Facsimile No.:  (215) 640-6363





Morgan Stanley Bank, N.A.


1221 Ave of the Americas, 27th Floor


New York, NY 10020


Attention:  Stephen Holmes


Facsimile No.:  (212) 507-4859





Morgan Stanley Asset Funding Inc.


1221 Ave of the Americas, 27th Floor


New York, NY 10020


Attention:  Stephen Holmes


Facsimile No.:  (212) 507-4859




Morgan Stanley Capital Services Inc.


Transaction Management Group


1585 Broadway


New York, NY 10036-8293


Attention:  Chief Legal Officer


Facsimile No.: 001-212-507-4022







Sch. I-1
LEAF III Payoff Letter





The Royal Bank of Scotland plc


600 Washington Blvd


Stamford, CT 06901


Attention:  Jere Dieck


Facsimile No.: (203) 897-5666




Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services)


U.S. Bank Portfolio Services


1310 Madrid Street


Marshall, MN 56258


Attention:  Joe Andries


Facsimile No.:  (866) 806-0775




U.S. Bank National Association


EP-MN-WS3D


60 Livingston Ave.


St. Paul, MN 55107




Attention:  Diane Reynolds




Facsimile No.:  (651) 495-8090







Sch. I-2
LEAF III Payoff Letter










SCHEDULE II








PAYOFF AMOUNT





[See attached]











Sch. II-1
LEAF III Payoff Letter








SCHEDULE III








PAYMENT INSTRUCTIONS





[See attached]











Exhibit G-1





Exhibit G


to Indenture








[Reserved.]








Exhibit G-2





Exhibit H


to Indenture


Form of Transferee Certificate




(Date)






LEAF Receivables Funding 2, LLC


Equipment Contract Backed Notes, Series 2010-1, Class A


Equipment Contract Backed Notes, Series 2010-1, Class B


Equipment Contract Backed Notes, Series 2010-1, Class C




LEAF Receivables Funding 2, LLC


2005 Market Street, 15th Floor


Philadelphia, Pennsylvania 19103


Attention:  Miles Herman








U.S. Bank National Association, as Trustee


60 Livingston Avenue, EP-MN-WS3D


St. Paul, Minnesota 55107


Attn:  LEAF Receivables Funding 2, LLC, Equipment Contract Backed Notes, Series 2010-1




Ladies and Gentlemen:




______________________  (the “Purchaser”) hereby represents and warrants to you in connection with its transfer of $_________ in the principal amount of the above-captioned notes (the “Notes”) as follows:




1.The Purchaser is purchasing the Notes for its own account or an account with respect to which it exercises sole investment discretion and it or such account is a “QIB” (“Qualified Institutional Buyer”) as defined in, and is aware that the sale to it is being made in reliance on, Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (“Securities Act”), and is acquiring such Notes for investment and not with a view to, or for offer or sale in connection with, any distribution (within the meaning of the Securities Act) or fractionalization thereof or with any intention of reselling the Notes or any part thereof, subject to any requirement of law that the disposition of its property or the property of such account or accounts be at all times within its or their control and subject to its or their ability to resell such Notes pursuant to Rule 144A.  Furthermore, if the Purchaser is purchasing Class C Notes, the Purchaser is a U.S. person within the meaning of Regulation S under the Securities Act.




2.The Purchaser acknowledges that the Notes have not been registered under the Securities Act and may not be sold within the United States or to, or for the account or benefit of, U.S. persons except as permitted below.





Exhibit H-1







3.If the Purchaser is a person other than a foreign purchaser outside the United States, it agrees that (i) if it should reoffer, resell, pledge, or otherwise transfer its Note prior to the second anniversary of the later of (a) the original issuance of such Note (or any predecessor Note), and (b) the sale of such Note (or any predecessor Note) by the Issuer or any affiliate of the Issuer (computed in accordance with paragraph (d) of Rule 144 under the Securities Act), or (ii) if it was at the date of such transfer or during the three months preceding such date of transfer an affiliate of the Issuer (a) it will do so in compliance with any applicable State securities or “Blue Sky” laws and only (A) to the Issuer or (B) in compliance with Rule 144A, and (b) it will give the transferee notice of any restrictions on resale of such Note.




4.The Purchaser understands that the Notes, unless otherwise agreed by the Issuer and the Holder thereof, will bear a legend to the following effect:




[FOR CLASS A NOTES AND CLASS B NOTES:]




UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER





Exhibit H-2







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 REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING.  EACH TRANSFEREE ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN 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 ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN "EMPLOYEE BENEFIT PLAN"AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN ("PLAN ASSETS") PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET REGULATION") (EACH A "BENEFIT PLAN INVESTOR"), OR (B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE, AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED 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,





Exhibit H-3







HOLDING, AND TRANSFERRING OF SUCH NOTE OR INTEREST THEREIN 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 ANY OBLIGATION IN 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 ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




[FOR CLASS C NOTES:]




UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB AND TO WHOM





Exhibit H-4







NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IS A U.S. PERSON (“U.S. PERSON”) WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, 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 REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING.  EACH TRANSFEREE ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB AND IS A U.S. PERSON.EACH HOLDER HEREOF IS DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN "EMPLOYEE BENEFIT PLAN"AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN ("PLAN ASSETS") PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE "PLAN ASSET REGULATION").  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 ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




5.The Purchaser has received the information, if any, requested by it pursuant to Rule 144A, has had full opportunity to review such information, and has received all additional information necessary to verify such information.




6.The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes, and (ii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.





Exhibit H-5







7.The Purchaser understands that the Issuer, the Initial Purchaser and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the foregoing acknowledgments, representations or agreements deemed to have been made by it are no longer accurate, it will promptly notify the Issuer and the Initial Purchaser.  If it is acquiring any Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account.




8.Either (i)It is not (and for so long as it holds any Notes or an interest therein will not be), and is not acting on behalf of (and for so long as it holds any Notes or an interest herein will not be acting on behalf of), an "employee benefit plan"as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a plan described in Section 4975(e)(1) of the Code or an entity which is deemed to hold the assets of any such plan ("Plan Assets") pursuant to 29 C.F.R. Section 2510.3-101 (the "Plan Asset Regulation")[yes/no], (ii)(A) in the case of a Class A Note or a Class B Note, its purchase and ownership of the security will be covered by a prohibited transaction class exemption issued by the United States Department of Labor, (B) at the time of acquisition the notes are rated at least investment grade, and (C) it believes that the notes are properly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulation and agrees to so treat such Notes [yes/no], or (iii) it has provided 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 transferring of such Note or interest therein 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 any obligation in addition to those undertaken in the Indenture [yes/no].




9.The Purchaser agrees to indemnify and hold harmless the Issuer and the Trustee and their respective affiliates from any cost, damage, or loss incurred by them as a result of the inaccuracy or breach of the foregoing representations, warranties, and agreements.




10.The Purchaser agrees that (a) any sale, pledge or other transfer of a Note (or any interest therein) made in violation of the transfer restrictions contained in the Indenture, or made based upon false or inaccurate representations made by the Transferee or a transferee to the Issuer, will be void and of no force or effect and (b) none of the Issuer, the Trustee and the Note Registrar has any obligation to recognize any sale, pledge or other transfer of a Note (or any interest therein) made in violation of any such transfer restriction or made based upon any such false or inaccurate representation.





Exhibit H-6







The representations and warranties contained herein shall be binding upon the heirs, executors, administrators and other successors of the undersigned.  If there is more than one signatory hereto, the obligations, representations, warranties and agreements of the undersigned are made jointly and severally.




Executed at ______________, ______________, this ___ day of ____________, 20___.







Purchaser’s Name and Title (Print)Signature of Purchaser







Address of Purchaser







Purchaser’s Taxpayer Identification or


Social Security Number

















Exhibit H-7





Exhibit I


to Indenture


FORM OF INVESTMENT LETTER





LEAF RECEIVABLES FUNDING 2, LLC


EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-1 (THE “NOTES”)








LEAF Receivables Funding 2, LLC (the “Issuer”)


2005 Market Street, 15th Floor


Philadelphia, Pennsylvania 19103


Attention:  Miles Herman








U.S. Bank National Association (the “Trustee”)


60 Livingston Avenue, EP-MN-WS3D


St. Paul, Minnesota 55107


Attention:  LEAF Receivables Funding 2, LLC,


Equipment Contract Backed Notes,


Series 2010-1





Ladies and Gentlemen:





Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Indenture, dated as of May 1, 2010 (as amended, modified, or supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as Trustee and Custodian.  Each capitalized term used and not otherwise defined herein has the meaning assigned thereto in the Indenture.





In connection with the purchase of the Note, the undersigned hereby represents and warrants on behalf of the Purchaser named below (the “Purchaser”) as follows:





1.           I am an officer of the Purchaser familiar with its financial affairs and authorized to make the representations set forth in, and execute, this letter.





2.           I am familiar with the provisions of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”).





a.           The transaction meets the requirements of Rule 144A and the Purchaser is a “qualified institutional buyer,” as defined in Rule 144A.





b.           The Purchaser is aware that the Issuer may rely on the exemption from the registration requirements of the 1933 Act provided by Rule 144A.





c.           The Purchaser acknowledges that the Purchaser has (i) received such information regarding the Issuer’s Equipment Contract Backed Notes, Series 2010-1





Exhibit I-1





[Class A/Class B/Class C] (the “Notes”) as the Purchaser may require pursuant to Rule 144A or (ii) the Purchaser has determined not to request such information.





3.           The Purchaser is acquiring the Notes for its own account or the account of its affiliated entities for the purpose of investment or resale under Rule 144A and not with a view to the distribution thereof.  Furthermore, if the Purchaser is purchasing Class C Notes, the Purchaser is a U.S. person (“U.S. Person”) within the meaning of Regulation S under the 1933 Act.





4.           The Purchaser understands that the Notes have not been and may never be registered under the 1933 Act or the securities laws of any state, that it is the expressed intent of the Issuer that the Notes are being issued only in transactions not involving any public offering within the meaning of the 1933 Act, and that the Notes will bear a legend substantially as set forth in the form of the Note attached to the Indenture.





5.           The Purchaser has no present intention of selling, negotiating, or otherwise disposing of the Notes; provided, however, that it is understood that the disposition of the Purchaser’s property shall at all times be and remain within its control and without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the Notes in accordance with the Indenture under a registration statement under the 1933 Act, or under an exemption from such registration available under the 1933 Act.





6.           The Purchaser understands that the Notes were transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that if it decides to re-offer, resell, pledge, or otherwise transfer such Notes, it will do so only in accordance with applicable state securities laws and pursuant to Rule 144A to a Person whom the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom the holder has informed that such re-offer, resale, pledge, or other transfer is being made in reliance on Rule 144A or to the Issuer pursuant to the terms of the Indenture.  Furthermore, if the Purchaser decides to re-offer, resell, pledge, or otherwise transfer any Class C Notes, it will do so only to a U.S. Person.




7.Either (i)It is not (and for so long as it holds any Notes or an interest therein will not be), and is not acting on behalf of (and for so long as it holds any Notes or an interest herein will not be acting on behalf of), an "employee benefit plan"as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a plan described in Section 4975(e)(1) of the Code or an entity which is deemed to hold the assets of any such plan ("Plan Assets") pursuant to 29 C.F.R. Section 2510.3-101 (the "Plan Asset Regulation")[yes/no], (ii)(A) in the case of a Class A Note or a Class B Note, its purchase and ownership of the security will be covered by a prohibited transaction class exemption issued by the United States Department of Labor, (B) at the time of acquisition the notes are rated at least investment grade, and (C) it believes that the notes are properly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulation and agrees to so treat such Notes [yes/no], or (iii) it has provided 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 transferring of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the





Exhibit I-2







Code, and will not subject the Trustee, the Issuer, the Servicer, or the Initial Purchaser to any obligation in addition to those undertaken in the Indenture [yes/no].




8.The Purchaser has provided to the Trustee an accurate, complete, and duly executed United States Internal Revenue Service Form W-8BEN or W-9 (or successor applicable form) or such other document required or reasonably requested by the Trustee for purposes of establishing the Purchaser’s exemption from United States withholding tax and backup withholding tax.




9.The Purchaser agrees that (a) any sale, pledge, or other transfer of a Note (or any interest therein) made in violation of the transfer restrictions contained in the Indenture, or made based upon false or inaccurate representations made by the Transferee or a transferee to the Issuer, will be void and of no force or effect and (b) none of the Issuer, the Trustee, and the Note Registrar has any obligation to recognize any sale, pledge, or other transfer of a Note (or any interest therein) made in violation of any such transfer restriction or made based upon any such false or inaccurate representation.




The representations and warranties contained herein shall be binding upon the heirs, executors, administrators, and other successors of the undersigned.  If there is more than one signatory hereto, the obligations, representations, warranties, and agreements of the undersigned are made jointly and severally.








Executed at ________________________, _____________________, this _____ day of _______________, 20__.








________________________________                                                                           ______________________________


Purchaser’s Name and Title (Print)                                                                           Signature of Purchaser





_________________________________


Address of Purchaser





_________________________________


Purchaser’s Taxpayer Identification or


Social Security Number











Exhibit I-3





Exhibit J


to Indenture





FORM OF SUBSTITUTION CERTIFICATE


(pursuant to 3.01(a)(i) of Indenture)





U.S. Bank National Association, as Trustee

60 Livingston Avenue, EP-MN-WS3D

St. Paul, Minnesota 55107

Attention:  LEAF Receivables Funding 2, LLC, Equipment Contract Backed Notes, Series 2010-1





Re:
Indenture, dated as of May 1, 2010 (the “Indenture”), between LEAF Receivables Funding 2, LLC (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”) and as custodian (the “Custodian”)





Ladies and Gentlemen:





1.           This Certificate is being delivered pursuant to Section 3.01(a)(i) of the Indenture.  Each capitalized term used and not otherwise defined herein has the meaning assigned thereto in the Indenture.





2,           Attached hereto as Schedule I is the Amendment to Contract Schedule identifying each of the Contracts (the “Subject Contracts”) and the related Contract Assets (the “Subject Contract Assets”) subject to this Substitution Certificate.





3.           Attached as Schedule II is the Contract Schedule as of the date hereof, as amended by the Amendment to Contract Schedule, along with any deletions authorized by a release signed by the Trustee.





4.
The Partnership hereby represents and warrants that:





(i)
This Substitution Certificate has been duly authorized, executed, and delivered by the Partnership;




(ii)
Each Subject Contract and Subject Contract Asset meets the Substitution requirements set forth in Section 3.04 of the Servicing Agreement and Sections 3.01 and 4.04 of the Indenture;




(iii)
Each of the Subject Contracts satisfies each of the representations and warranties set forth in Class (C) and (D) of the Assignment Agreement;




(iv)
All applicable filings required under Section 4.01(a)(v) and 4.02 of the Indenture have been made or are in effect;







Exhibit J-1





(v)
Each of the conditions precedent to the substitution of the Subject Contract Assets set forth in Sections 3.01 and 4.04 of the Indenture and Section 3.04 of the Servicing Agreement have been or will have been satisfied on or prior to the Acquisition Date;




(vi)
No Default, Event of Default, or Event of Servicing Termination exists or shall result from the acquisition of the Subject Contract Assets, and no event exists which, with the passage of time or the giving of notice, would cause a Default, Event of Default, or Event of Servicing Termination to occur; and




(vii)
There is no Existing Indebtedness with respect to the Subject Contract Assets other than that, if any, described in the Release Agreement delivered to the Trustee on the Acquisition Date.










[The signature page follows.  The remainder of this page is intentionally left blank.]





Exhibit J-2







IN WITNESS WHEREOF, the Partnership has caused this Substitution Certificate to be executed by its duly authorized officer this _____ day of _________________, 20__.





LEAF EQUIPMENT FINANCE FUND 4, L.P.











By:
__________________________________


Name:           __________________________________


Title:
__________________________________





Exhibit J-3