OFFERED AND SOLD PRIVATELY.
THE
HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE "RESTRICTED SECURITIES"
THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE
BENEFIT OF THE OBLIGORS AND THEIR AFFILIATES THAT THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION AND (B) TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED PURCHASER WITHIN THE MEANING OF THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE MASTER FACILITY AGREEMENT AND THE SERIES SUPPLEMENT
REFERRED TO HEREIN.
NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE
BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYMENT RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT.
NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE MASTER
FACILITY AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.
No. 1
$125,000,000
MARLIN LEASING RECEIVABLES MASTER ASSET-BACKED FINANCING FACILITY,
SERIES 2000-A NOTE
A-1
MARLIN LEASING CORPORATION,
as the Servicer, and
MARLIN LEASING RECEIVABLES IV LLC,
as the Obligor
(Not an interest in or obligation of Marlin Leasing Corporation, or its
affiliates, other than Marlin Leasing Receivables IV LLC)
This certifies that DEUTSCHE BANK AG, NEW YORK BRANCH (the
"Series 2000-A Noteholder") is the registered owner of this Series 2000-A Note
(the "Series Note") issued by Marlin Leasing Receivables IV LLC ("MLR IV LLC"),
(the "Obligor"), created pursuant to that certain Master Lease Receivables
Asset-Backed Financing Facility Agreement, dated as of December 1, 2000 (as the
same has been and may be further amended, restated, supplemented or otherwise
modified from time to time, the "Master Facility Agreement"), by and among
Marlin Leasing Corporation (the "Servicer"), Marlin Leasing Receivables Corp. IV
("MLR IV"), as Obligors' Agent (in such capacity, the "Obligors' Agent"), and
Wells Fargo Bank, N.A., as trustee and back-up servicer (the "Trustee")
To the extent not otherwise defined herein, capitalized
terms used herein have the meanings assigned in the Master Facility Agreement or
the Series Supplement (as hereinafter defined), as applicable.
This Series Note
is issued under and is subject to the terms, provisions and conditions of the
Second Amended and Restated Series 2000-A Supplement to the Master Facility
Agreement, dated as of September 28, 2006 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Series Supplement")
among