AND BINDING ON THE HOLDER HEREOF AND ALL FUTURE
HOLDERS OF THIS NOTE AND ANY NOTES ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR,
WHETHER OR NOT ANY NOTATION THEREOF IS MADE HEREON) AND AGREES TO TRANSFER THIS
NOTE ONLY IN ACCORDANCE WITH SUCH RELATED DOCUMENTATION AS SO AMENDED OR
SUPPLEMENTED AND IN ACCORDANCE WITH APPLICABLE LAW IN EFFECT AT THE DATE OF SUCH
TRANSFER.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE NOTE REGISTRAR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE REDUCED FROM TIME TO TIME
BY DISTRIBUTIONS ON THIS NOTE ALLOCABLE TO PRINCIPAL.
A-7
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THIS NOTE, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE MAY BE DIFFERENT FROM THE INITIAL PRINCIPAL AMOUNT
SHOWN BELOW.
ANYONE ACQUIRING THIS NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE BY INQUIRY OF THE NOTE REGISTRAR.
ON THE DATE OF
THE INITIAL ISSUANCE OF THIS NOTE, THE NOTE REGISTRAR IS WELLS FARGO BANK,
NATIONAL ASSOCIATION.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH OWNER OF A
BENEFICIAL INTEREST HEREIN, AGREES TO TREAT THE NOTES AS INDEBTEDNESS FOR
APPLICABLE UNITED STATES FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW
AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.
A-8
Registered
[Initial Principal Amount:][up to] $
No. R-
CUSIP NO. [
]
ISIN NO. [
]
SPRINGCASTLE AMERICA FUNDING, LLC,
SPRINGCASTLE CREDIT FUNDING, LLC,
SPRINGCASTLE FINANCE FUNDING, LLC
SPRINGCASTLE FUNDING ASSET BACKED NOTES 2014-A, CLASS [A][B][C][D][E]
SpringCastle America Funding, LLC, a Delaware limited liability company,
SpringCastle Credit Funding, LLC, a Delaware limited liability company, and
SpringCastle Finance Funding, LLC, a Delaware limited liability company, as
Co-Issuers (herein referred to collectively as the "Co-Issuers"), hereby promise
jointly and severally to pay to [
], or registered assigns, subject
to the following provisions, the principal sum set forth above [(reduced or
increased as set forth on Schedule I hereto)]4, or such lesser amount, as
determined in accordance with the Indenture (referred to herein), on the Stated
Maturity Date, except as otherwise provided below or in the Indenture.
The
Co-Issuers will pay interest on the unpaid principal amount of this Note at the
Class [A][B][C][D][E] Interest Rate on each Payment Date until the principal
amount of this Note is paid, subject to certain limitations in the Indenture.
Interest on this Note will accrue for each