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 L-149
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 L-150
IN WITNESS WHEREOF, LEAF Receivables Funding 5, LLC, has caused this instrument
to be signed, manually, by its authorized officer, as of the date set forth
below.
LEAF RECEIVABLES FUNDING 5, 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 L-151
Exhibit C-2
to Indenture
FORM OF LEAF RECEIVABLES FUNDING 5, LLC
EQUIPMENT CONTRACT BACKED NOTES, SERIES 2010-4
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 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, 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 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 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