APPLICABLE STATE SECURITIES LAWS
AND 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, AND (2) THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
INTEREST HEREIN IS TO BE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. THE INDENTURE RELATING TO THIS NOTE CONTAINS A PROVISION REQUIRING
THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST
HEREIN IN VIOLATION OF THE FOREGOING. EACH TRANSFEREE ACCEPTING A BENEFICIAL
INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER AND THE SERVICER THAT
IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT 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 ÒEMPLOYEE BENEFIT PLANÓ AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ÒERISAÓ) 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 ÒCODEÓ), OR AN ENTITY WHICH IS DEEMED TO HOLD THE
ASSETS OF ANY SUCH PLAN (ÒPLAN ASSETSÓ) PURSUANT TO 29 C.F.R. SECTION 2510.3-101
AS MODIFIED BY SECTION 3(42) OF ERISA (THE ÒPLAN ASSET REGULATIONÓ). 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.
Exhibit L-195
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Exhibit L-196
LEAF RECEIVABLES FUNDING 5, LLC
EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-4
CLASS E-2 NOTE
No. ______
Up to $4,800,000
Stated Maturity Date: _______ __, 20__
Dated: ________ __, 20__
REGISTERED OWNER: ____________________________
LEAF Receivables Funding 5, 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