FORM OF INDENTURE

Exhibit 4(f)

GE Equipment Midticket LLC, Series 2009-1
Issuer

and

Deutsche Bank Trust Company Americas,
as Indenture Trustee

FORM OF INDENTURE

Dated as of September 11, 2009

$618,399,000 in aggregate principal amount of Notes, consisting of:

$169,000,000 of 0.50075% Class A-1 Notes
$83,000,000 of 1.42% Class A-2 Notes
$255,000,000 of 2.34% Class A-3 Notes
$71,821,000 of 3.13% Class A-4 Notes
$27,210,000 of 5.67% Class B Notes
$12,368,000 of 7.14% Class C Notes

GE Equipment Midticket LLC, Series 2009-1

Reconciliation and Tie between this Indenture
dated as of September 11, 2009 and the
TIA of 1939, as amended

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

EXHIBITS

      INDENTURE , dated as of September 11, 2009 between GE Equipment Midticket LLC, Series 2009-1, a Delaware limited liability company (the “ Issuer ”), and Deutsche Bank Trust Company Americas, as trustee and not in its individual capacity (the “ Indenture Trustee ”).

     The Issuer has duly authorized the issuance of $618,399,000 in aggregate principal amount of its Notes, consisting of $169,000,000 aggregate principal amount of 0.50075% Class A-1 Notes (the “ Class A-1 Notes ”), $83,000,000 aggregate principal amount of 1.42% Class 
A-2 Notes (the “ Class A-2 Notes ”), $255,000,000 aggregate principal amount of 2.34% Class A-3 Notes (the “ Class A-3 Notes ”), $71,821,000 aggregate principal amount of 3.13%% Class A-4 Notes (the “ Class A-4 Notes ”, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes” ), $27,210,000 aggregate principal amount of 5.67% Class B Notes (the “ Class B Notes ”) and $12,368,000 aggregate principal amount of 7.14% Class C Notes (the “Class C Notes ” and, together with the Class A Notes and the Class B Notes, the “ Notes ”), and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. The Notes shall be entitled to payments of interest and principal as set forth herein.

     All things necessary to make the Notes, when executed by the Issuer and authenticated and delivered hereunder, the valid obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the benefit of all Noteholders, as follows:

GRANTING CLAUSE

     The Issuer, as security for the Issuer’s obligations under the Notes and this Indenture, hereby Grants to the Indenture Trustee at the Closing Date, for the benefit of the Noteholders, a security interest in all of the Issuer’s right, title and interest in, to and under the following, whether now existing or hereafter arising or acquired (collectively, the “ Collateral ”):

     (a) the Loans, including the Loan Files, and all obligations of the Obligors thereunder, including the right to payment of any interest accrued and to accrue from and after August 31, 2009 or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cutoff Date;

     (b) the Related Security and Collections with respect thereto;

     (c) all property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Sellers relating to any of the foregoing;

     (d) all Records with respect to any of the foregoing;

     (e) the Sale Agreement;

     (f) the Trust Accounts and all funds, Financial Assets, Investment Property or other property on deposit from time to time in or credited to the Trust Accounts, including all investments and proceeds thereof and all income thereon;

     (g) the Purchase and Sale Agreement;

     (h) the Servicing Agreement;

     (i) all General Intangibles relating to or arising out of any of the property described in the foregoing clauses (a) through (h) ;

     (j) all present and future claims, demands, causes and choses in action in respect of any or all of the property described in the foregoing clauses (a) through (i) and all payments on or under in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, Accounts, Promissory Notes, drafts, acceptances, Chattel Paper, checks, Deposit Accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of any and all of the foregoing;

     (k) all proceeds of the foregoing clauses (a) through (j) ; and

     (l) all other personal property of the Issuer, of whatever kind or nature and wherever located.

     Such Grant is made in trust to secure (x) the payment of principal of and interest on, and any other amounts owing in respect of, the Class A Notes, equally and ratably without prejudice, priority or distinction, (y) the payment of principal of and interest on, and any other amounts owing in respect of, the Class B Notes, equally and ratably without prejudice, priority or distinction, and (z) the payment of principal of and interest on, and any other amounts owing in respect of, the Class C Notes, equally and ratably without prejudice, priority or distinction, in each case, in the priority and to the extent set forth herein and to secure compliance with this Indenture.

     The Indenture Trustee, on behalf of the Noteholders, (1) acknowledges such Grant, and (2) accepts the trusts under this Indenture in accordance with this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected.

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1. Definitions . Except as otherwise specified or as the context may otherwise require, the following terms have the meanings set forth below for all purposes of this Indenture.

     “ Account ” is defined in Section 9-102(a)(2) of the UCC.

     “ Act ” is defined in Section 11.3 of this Indenture.

     “ Administration Agreement ” means the Administration Agreement, dated as of September 11, 2009 between the Administrator and the Issuer.

     “ Administration Fee ” means the fee payable to the Administrator pursuant to Section 3 of the Administration Agreement.

     “ Administrator ” means General Electric Capital Corporation in its capacity as administrator, a Delaware corporation, or any successor Administrator under the Administration Agreement.

     “ Affiliate ” means, with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the stock having ordinary voting power in the election of directors of such Person, (b) each Person that controls, is controlled by, or is under common control with such Person, or (c) each of such Person’s officers, directors, joint venturers and partners. For the purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

     “ Annual Percentage Rate ” or “ APR ” of a Loan means, the interest rate or annual rate of finance charges stated in, or if not explicitly stated, the implicit finance charges used by the finance company to determine periodic payments with respect to the related Loan.

     “ Authorized Officer ” means, with respect to any corporation, trust or limited liability company, as appropriate, the Chairman or Vice-Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer, the Managing Member, and each other officer, employee, member or designee of such corporation, trust or limited liability company, as appropriate, specifically or similar governing body of such limited liability company or trust to sign agreements, instruments or other documents on behalf of such corporation authorized in resolutions of the board of directors of such corporation or similar governing body of such limited liability company or trust, as appropriate.

     “ Available Amounts ” means

     (i) All payments made by or on behalf of the Obligors (excluding any late fees, prepayment charges, assumption fees, modifications and other administrative fees or similar charges allowed by applicable law with respect to the Loans that constitute part of the servicing fees) received during the related Collection Period;

     (ii) any Recoveries received during the related Collection Period;

     (iii) any proceeds from insurance policies covering the Equipment or related Obligor received during the related Collection Period;

     (iv) Liquidation Proceeds received with respect to the related Collection Period;

     (v) the Purchase Amount of each Loan that became a Purchased Loan during the related Collection Period (to the extent deposited into the Collection Account);

     (vi) Investment Earnings for such Payment Date;

     (vii) Servicing Advances received during the related Collection Period; and

     (viii) payments made by a lessee pursuant to its obligation (if any) to pay the Termination Value pursuant to the related Loan received during the related Collection Period;

provided that Available Amounts shall not include all payments or proceeds (including Liquidation Proceeds) of any Loans the Purchase Amount of which has been included in the Available Amounts in a prior Collection Period; and provided further , that with respect to the first Payment Date, Available Amounts will exclude payments and proceeds of interest on the Loans from the Cut-off Date through August 31, 2009.

     “ Available Reserve Account Amount ” means, for any Payment Date, an amount equal to the amount on deposit in the Reserve Account on such date (exclusive of Investment Earnings on such date and after giving effect to any withdrawals therefrom on the related Transfer Date but before giving effect to any deposit to the Reserve Account to be made on such date).

     “ Bankruptcy Code ” means the provisions of Title 11 of the United States Code, §§ 101 et   seq. , as amended from time to time.

     “ Benefit Plan ” is defined in Section 2.4(a) of this Indenture.

     “ Book-Entry Notes ” means a beneficial interest in the Notes of a particular Class, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.9 of this Indenture.

     “ Business Day ” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York or the State of Connecticut.

     “ CEF Limited Liability Company Agreement ” means the Second Amended and Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C., dated as of September 25, 2003, as the same may be amended or supplemented from time to time.

     “ Certificated Security ” is defined in Section 8-102(a)(4) of the UCC.

     “ Chattel Paper ” is defined in Section 9-102(a)(11) of the UCC.

     “ Class ” means any class of Notes; it being understood that the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes collectively shall constitute one Class.

     “ Class A Noteholder ” means any holder of record of a Class A Note.

     “ Class A Notes ” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

     “ Class A-1 Interest Rate ” means 0.50075% per annum, computed on the basis of the actual number of days in the related Interest Accrual Period and a year of 360 days.

     “ Class A-1 Maturity Date ” means September 15, 2010 (or, if such day is not a Business Day, the next succeeding Business Day thereafter).

     “ Class A -1 Noteholder ” means any holder of record of a Class A-1 Note.

     “ Class A-1 Notes ” means the $169,000,000 aggregate principal amount of Notes, Class A-1, issued pursuant to this Indenture.

     “ Class A-2 Interest Rate ” means 1.42% per annum, computed on the basis of a 360-day year of twelve 30-day months.

      “Class A-2 Maturity Date ” means August 15, 2011 (or, if such day is not a Business Day, the next succeeding Business Day thereafter).

      “Class A -2 Noteholder ” means any holder of record of a Class A-2 Note.

     “ Class A-2 Notes ” means the $83,000,000 aggregate principal amount of Notes, Class A-2, issued pursuant to this Indenture.

     “ Class A-3 Interest Rate ” means 2.34% per annum, computed on the basis of a 360-day year of twelve 30-day months.

      “Class A-3 Maturity Date ” means June 17, 2013 (or, if such day is not a Business Day, the next succeeding Business Day thereafter).

      “Class A -3 Noteholder ” means any holder of record of a Class A-3 Note.

     “ Class A-3 Notes ” means the $255,000,000 aggregate principal amount of Notes, Class A-3, issued pursuant to this Indenture.

     “ Class A-4 Interest Rate ” means 3.13% per annum, computed on the basis of a 360-day year of twelve 30-day months.

      “Class A-4 Maturity Date ” means November 16, 2020 (or, if such day is not a Business Day, the next succeeding Business Day thereafter).

      “Class A -4 Noteholder ” means any holder of record of a Class A-4 Note.

     “ Class A-4 Notes ” means the $71,821,000 aggregate principal amount of Notes, Class A-4, issued pursuant to this Indenture.

     “ Class B Interest Rate ” means 5.67% per annum, computed on the basis of a 360-day year of twelve 30-day months.

     “ Class B Maturity Date ” means November 16, 2020 (or, if such day is not a Business Day, the next succeeding Business Day thereafter).

     “ Class B Noteholder ” means any holder of record of a Class B Note.

     “ Class B Notes ” means the $27,210,000 aggregate principal amount of Notes, Class B, issued pursuant to the Indenture.

     “ Class C Interest Rate ” means 7.14% per annum, computed on the basis of a 360-day year of twelve 30-day months.

     “ Class C Maturity Date ” means November 16, 2020 (or, if such day is not a Business Day, the next succeeding Business Day thereafter).

     “ Class C Noteholder ” means any holder of record of a Class C Note.

     “ Class C Notes ” means the $12,368,000 aggregate principal amount of Notes, Class C, issued pursuant to this Indenture.

     “ Clearing Agency ” means an organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act that has been designated as the “Clearing Agency” for purposes of this Indenture.

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

     “ Closing Date ” means September 11, 2009.

     “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

     “ Collateral ” is defined in the Granting Clause of this Indenture.

     “ Collection Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 8.2 of this Indenture.

     “ Collection Period ” means, with respect to any Payment Date, the calendar month preceding the month in which the Payment Date occurs (or, if for the first Payment Date, the period from and including the day after the Cutoff Date to and including the last day of the calendar month preceding the calendar month in which the first Payment Date occurs).

     “ Collections ” means, with respect to any Payment Date all payments made by or on behalf of the Obligors received during the related Collection Period, any Recoveries received during the related Collection Period, any proceeds from insurance policies covering the Equipment or related Obligor received during the related Collection Period, Liquidation Proceeds received during the related Collection Period, and payments made by a lessee pursuant to its obligation (if any) to pay the Termination Value pursuant to the related Loan received during the related Collection Period; provided that “Collections” for the first Collection Period shall exclude interest accrued before August 31, 2009.

     “ Commission ” means the Securities and Exchange Commission.

     “ Corporate Trust Office ” means, with respect to the Indenture Trustee, the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of this Indenture is located for purposes other than Note transfers and final payment, at 60 Wall Street, 26 ^th Floor, MS NYC 60-2606, New York, NY 10005, Attention: Structured Finance Services/Trust and Securities Services—Louis Bodi, and for purposes of Note transfers and final payment, at DB Services Tennessee, Inc., 648 Grassmere Park Road, 1 ^st Floor, Nashville, TN 37211, Attention: Nashville Transfer Trust and Securities Services ; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the Sellers).

     “ Credit and Collection Policies ” or “ Credit and Collection Policy ” means the policies, practices and procedures adopted by the Issuer for providing equipment loans secured by transportation equipment, industrial equipment, construction equipment, furniture and fixtures, maritime assets, printing presses, technology and telecommunications equipment or other equipment, including the policies and procedures for determining the creditworthiness of Obligors and the extension of credit to Obligors, or relating to the maintenance of such types of loans and collections on such types of loans.

     “ Cut-off Date ” means August 1, 2009.

     “ Default ” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

     “ Defaulted Loan ” means a Loan with respect to which (i) the Servicer on behalf of the Issuer has repossessed the Equipment securing such Loan and which is not a Liquidated Loan or (ii) any portion of the Loan Value is deemed uncollectible in accordance with the Credit and Collection Policy.

     “ Definitive Notes ” is defined in Section 2.9 of this Indenture.

     “ Delinquent Loan ” is defined in the Purchase and Sale Agreement.

     “ Deposit Account ” is defined in Section 9-102(a)(29) of the UCC.

     “ Determination Date ” means, with respect to any Transfer Date, the second Business Day prior to such Transfer Date.

     “ Eligible Deposit Account ” means: (a) a segregated deposit account maintained with a depository institution or trust company whose short-term unsecured debt obligations are rated at least A-1+ by S&P and P-1 by Moody’s, (b) a segregated account which is either (i) maintained in the corporate trust department of the Indenture Trustee or (ii) maintained with a depository institution or trust company whose long term unsecured debt obligations are rated at least BBB- by S&P and Baa3 by Moody’s, or (c) a segregated trust account or similar account maintained with a federally or state chartered depository institution whose long term unsecured debt obligations are rated at least BBB- by S&P and Baa3 by Moody’s subject to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R. § 9.10(b) in effect on the Closing Date.

     “ Equipment ” means any transportation equipment, industrial equipment, construction equipment, furniture and fixtures, maritime assets, printing presses, technology and telecommunications equipment or other equipment, together with all accessions thereto securing an Obligor’s indebtedness under such Obligor’s Loan.

     “ Equipment Loan ” means middle market equipment loans that consist of loans and finance leases secured by new or used transportation equipment, industrial equipment, construction equipment, furniture and fixtures, maritime assets, printing presses, technology and telecommunications equipment or other equipment made to obligors in the United States of America and managed by the Corporate Finance and Equipment Finance reporting categories of the Commercial Lending and Leasing division of GE Capital.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ Event of Default ” is defined in Section 5.1 of this Indenture.

     “ Excess Reserve ” means, with respect to any Payment Date, the excess of the Available Reserve Account Amount over the Required Reserve Account Amount.

     “ Excess Spread Amount ” means, with respect to any Payment Date, the portion, if any, of Available Amounts for such Payment Date remaining after giving effect to the payments made pursuant to clauses (i) through (vi) under Section 8.3(a) of the Indenture with respect to any Payment Date prior to an Event of Default.

     “ Executive Officer ” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.

     “ Federal Book-Entry Regulations ” means (a) the Federal regulations listed on Appendix A to Operating Circular No. 7 issued by the Federal Reserve Banks and (b) the Federal regulations published at 25 C.F.R. Part 350.

     “ Final Maturity Date ” means the Payment Date in November 2020.

     “ Financial Asset ” has the meaning assigned thereto in Section 8-102 of Article 8 of the UCC.

     “ Fitch ” means Fitch Ratings and its successors and assigns.

     “ GE Capital ” means General Electric Capital Corporation, a Delaware corporation.

     “ GECITS ” means GE Capital Information Technology Solutions, Inc., a California corporation.

     “ GECS ” means General Electric Capital Services, Inc. or any successors or assigns thereto.

     “ General Intangibles ” is defined in Section 9-102(a)(42) of the UCC.

     “ Grant ” means to create and grant a Lien pursuant to this Indenture, and other forms of the verb “to Grant” shall have correlative meanings. A Grant with respect to the Collateral or any other agreement or instrument shall include a grant of a Lien upon all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the right, upon the occurrence of a Default and declaration thereof by the party to whom such Grant is made, to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other amounts payable 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 that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

     “ IFS ” means Imaging Financial Services, Inc., a Delaware corporation.

     “ Indenture ” means this Indenture, dated as of September 11, 2009, between the Issuer and the Indenture Trustee, as the same may be amended and supplemented from time to time.

     “ Indenture Trustee ” means Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.

     “ Independent ” means, with respect to any specified Person, any such Person who (i) is in fact independent of any Seller, the Servicer, the Issuer, or any Affiliate of any thereof, (ii) does not have any direct financial interest, or any material indirect financial interest in any Seller, the Servicer, the Issuer, or any Affiliate of any thereof and (iii) is not connected with any Seller, the Servicer, the Issuer, or any Affiliate of any thereof, as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided , however , that a Person shall not fail to be Independent of any Seller, the Servicer, the Issuer, or any Affiliate of any thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Issuer, the Servicer, or any Affiliate thereof, as the case may be.

     “ Independent Certificate ” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable

requirements of Section 11.1 of this Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

     “ Insolvency Event ” means, with respect to a specified Person: (a) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of such Person under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such Person or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or such Person’s failure to pay its debts generally as they become due, or the taking of corporate action by such Person in furtherance of any such action.

     “ Instruments ” has the meaning assigned thereto in Section 9-102 of Article 9 of the UCC.

     “ Interest Accrual Period ” means, with respect to any Payment Date (the “current Payment Date”) and (a) the Notes (other than the Class A-1 Notes), the period from and including the 15 ^th day of each calendar month (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding the 15th day of the succeeding calendar month; or (b) the Class A-1 Notes, the period from and including the preceding Payment Date (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding the current Payment Date.

     “ Interest Rate ” means (i) as to the Class A-1 Notes, the Class A-1 Interest Rate, (ii) as to the Class A-2 Notes, the Class A-2 Interest Rate, (iii) as to the Class A-3 Notes, the Class A-3 Interest Rate, (iv) as to the Class A-4 Notes, the Class A-4 Interest Rate, (v) as to the Class B Notes, the Class B Interest Rate, and (vi) as to the Class C Notes, the Class C Interest Rate.

      “Investment Company Act” means the provisions of the Investment Company Act of 1940, 15 U.S.C §§ 80a et seq., as amended from time to time, and any regulations promulgated thereunder.

     “ Investment Earnings ” means, with respect to any Payment Date, the interest and other investment earnings (net of losses and investment expenses) on amounts on deposit in the Trust Accounts to be included as part of Available Amounts pursuant to Section 8.6(a) .

     “ Investment Property ” is defined in Section 9-102(a)(49) of the UCC.

     “ Issuer ” means GE Equipment Midticket LLC, Series 2009-1, a Delaware limited liability company, until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained in this Indenture and required by the TIA, each other obligor on the Notes.

     “ Issuer Limited Liability Company Agreement ” means the Limited Liability Company Agreement of the Issuer, dated as of September 11, 2009, as the same may be amended or supplemented from time to time.

     “ Issuer Order ” and “ Issuer Request ” means a written order or request, respectively, signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

     “ Lien ” means a security interest (as such term is defined in Section 1-201 of Article 1 of the UCC), lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens that attach to the related Loan by operation of law as a result of any act or omission by the related Obligor.

     “ Liquidated Loan ” means any Loan (i) liquidated through the sale or other disposition of all or a portion of the related Equipment or (ii) that has been charged off in its entirety in accordance with the Credit and Collection Policy without realizing upon the Equipment.

     “ Liquidation Proceeds ” means, with respect to any Liquidated Loan, the amounts collected in respect thereof from whatever source (including the proceeds of insurance policies with respect to the related Equipment or Obligor) during the Collection Period in which it became a Liquidated Loan, net of the sum of any amounts expended in connection with such liquidation and any amounts required by law to be remitted to the Obligor on such Liquidated Loan or any creditor of such Obligor to the extent required by applicable law or agreement.

     “ Loan ” means any agreement (including any invoice) pursuant to, or under which, an Obligor shall be obligated to make payments with respect to any Equipment Loan owned by the Issuer.

     “ Loan Files ” means the documents specified in Section 2.1 of the Sale Agreement.

     “ Loan Value ” is defined in the Purchase and Sale Agreement.

     “ Managing Member ” means CEF Equipment Holding, L.L.C., a Delaware limited liability company, or any successor Managing Member under the Issuer Limited Liability Company Agreement.

     “ Maturity Date ” means (i) as to the Class A-1 Notes, the Class A-1 Maturity Date, (ii) as to the Class A-2 Notes, the Class A-2 Maturity Date, (iii) as to the Class A-3 Notes, the Class A-3 Maturity Date, (iv) as to the Class A-4 Notes, the Class A-4 Maturity Date, (v) as to the Class B Notes, the Class B Maturity Date, and (vi) as to the Class C Notes, the Class C Maturity Date.

     “ Monthly Interest Amount Payable ” means, with respect to any Payment Date (the “current Payment Date”) and any Class of Notes, an amount equal to the sum of (a) the aggregate amount of interest accrued on that Class of Notes at the applicable Interest Rate from and including the preceding Payment Date (or, in the case of the initial Payment Date from and including the Closing Date) to but excluding the current Payment Date plus (b) the Monthly Interest Shortfall for that Class of Notes and the current Payment Date.

     “ Monthly Interest Shortfall ” means, with respect to any Payment Date (the “current Payment Date”) and any Class of Notes, the excess of the Monthly Interest Amount Payable for the preceding Payment Date over the amount in respect of interest on that Class of Notes that was actually paid to the Noteholder for that Class of Notes on such preceding Payment Date, plus interest on such excess, to the extent permitted by law, at a rate per annum equal to the Interest Rate on that Class of Notes, from such preceding Payment Date to but excluding the current Payment Date.

     “ Moody’s ” means Moody’s Investors Service, Inc. or any successor thereto.

     “ Note Balance ” means the aggregate Outstanding Principal Balance of the Notes from time to time.

     “ Note Distribution Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 8.2(a) of this Indenture.

     “ Note Owner ” means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with the Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of the Clearing Agency).

     “ Note Pool Factor ” means, as of the close of business on any Payment Date with respect to any Class of Notes, the Outstanding Principal Balance of that Class of Notes divided by the original Outstanding Principal Balance of that Class of Notes (carried out to the seventh decimal place). The Note Pool Factor for each Class will be 1.0000000 as of the Closing Date, and, thereafter, will decline to reflect reductions in the Outstanding Principal Balance of the Notes.

     “ Note Register ” and “ Note Registrar ” have the respective meanings specified in Section 2.4 of this Indenture.

     “ Noteholder ” means the person in whose name a Class A, Class B or Class C Note is registered on the Note Register.

     “ Notes ” means the Class A Notes, the Class B Notes and the Class C Notes.

     “ Obligor ” means, as to each Loan, any Person who owes payments under the Loan.

     “ Officers’ Certificate ” means, as to any Person, a certificate signed by an Authorized Officer of such Person.

     “ Opinion of Counsel ” means a written opinion of counsel (who may, except as otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer or an Affiliate of the Issuer), which counsel and opinion shall be acceptable to the Indenture Trustee, or the Rating Agencies, as applicable.

     “ Other Assets ” is defined in Section 11.20 of this Indenture.

     “ Outstanding ” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

     (i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

     (ii) Notes or portions thereof the payment for which funds in the necessary amount have been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Noteholders ( provided , however , that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture); and

     (iii) Notes in exchange for or in lieu of other Notes that have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser; provided , that in determining whether the Noteholders of the requisite Outstanding Principal Balance of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Related Document, Notes owned by the Issuer or any Affiliate thereof shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate thereof.

     “ Outstanding Principal Balance ” means the aggregate principal amount of all Notes, or Class of Notes, as applicable, Outstanding at the date of determination.

     “ Overcollateralization Amount ” means, with respect to any Payment Date, the excess, if any, of (i) the Pool Balance at the beginning of the related Collection Period over (ii) the aggregate Outstanding Principal Balance of the Notes before giving effect to any principal payments made on the Notes on such Payment Date.

     “ Paying Agent ” means with respect to the Notes, initially the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in

Section 6.11 of this Indenture and is authorized by the Issuer to make the distributions from the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

     “ Payment Date ” means, with respect to each Collection Period, the 15 ^th day of the calendar month following the end of that Collection Period, or, if such day is not a Business Day, the next Business Day, commencing on October 15, 2009.

     “ Permitted Investments ” means one or more of the following:

     (a) obligations of, or guaranteed as to the full and timely payment of principal and interest by, the United States or obligations of any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States;

     (b) repurchase agreements on obligations specified in clause (a); provided , that the short-term debt obligations of the party agreeing to repurchase are rated at least A-1+ by S&P and P-1 by Moody’s;

     (c) federal funds, certificates of deposit, time deposits and bankers’ acceptances (which shall each have an original maturity of not more than 90 days or, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days) of any United States depository institution or trust company incorporated under the laws of the United States or any State thereof or of any United States branch or agency of a foreign commercial bank; provided that the short-term debt obligations of such depository institution or trust company are rated at least A-1+ by S&P and P-1 by Moody’s;

     (d) commercial paper (having original maturities of not more than 30 days) which on the date of acquisition are rated at least A-1+ by S&P and P-1 by Moody’s;

     (e) securities of money market funds (including market funds in respect of which the Indenture Trustee or any of its Affiliates is investment manager or advisor) rated at least A-1+ by S&P and P-1 by Moody’s; and

     (f) any other investment acceptable to each of the Rating Agencies as set forth in writing delivered to the Indenture Trustee; provided , that investments described in clauses (e) and (f) shall be made only so long as making such investments will not require the Issuer to register as an investment company under the Investment Company Act of 1940, as amended.

     “ Person ” means any individual, sole proprietorship, partnership, joint venture, unincorporated organization, trust, association, corporation (including a business trust), limited liability company, institution, public benefit corporation, joint stock company, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

     “ Pool Balance ” means, with respect to the beginning of any calendar month, the sum of the aggregate Loan Values of the Loans at the opening of business on the first day of such calendar month.

     “ Precomputed Loan ” means any Loan under which the portion of a payment allocable to earned interest (which may be referred to in the related Loan as an add-on finance charge) and the portion allocable to principal are determined according to the sum of periodic balances, the sum of monthly payments or any equivalent method or are monthly actuarial loans.

     “ Predecessor Note ” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of this Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

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

     “ Promissory Note ” is defined in Section 9-102(a)(65) of the UCC.

     “ Purchase Amount ” means, with respect to any Loan, as of the close of business on the last day of a Collection Period, an amount equal to the Loan Value of the applicable Loan, as of the first day of the immediately following Collection Period (or, with respect to any applicable Loan that is a Liquidated Loan or Defaulted Loan, as of the day immediately prior to such Loan becoming a Liquidated Loan or Defaulted Loan less any Liquidation Proceeds actually received by the Issuer) plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to the APR for such Loan.

     “ Purchase and Sale Agreement ” means the Purchase and Sale Agreement, dated as of September 11, 2009 between the Purchaser and the Issuer, as the same may be amended or supplemented from time to time.

     “ Purchased Loan ” means a Loan repurchased as of the close of business on the last day of a Collection Period by the Seller pursuant to the Sale Agreement and repurchased as of such time by the Purchaser pursuant to the Purchase and Sale Agreement.

     “ Purchaser ” means CEF Equipment Holding, L.L.C., a Delaware limited liability company, in its capacity as the purchaser, and its successors and assigns.

     “ Rating Agency ” means each of Fitch and Moody’s. If any of such organizations or its successor is no longer in existence, the Issuer shall designate a nationally recognized statistical rating organization or other comparable Person as a substitute Rating Agency, notice of which designation shall be given to the Indenture Trustee and the Servicer.

     “ Rating Agency Condition ” means, with respect to any action, that (i) Moody’s shall have been given at least 10 Business Days’ prior notice thereof and shall have not notified the Issuer and the Indenture Trustee that such action will result in a reduction or withdrawal of the then current rating of any Class of the Notes and (ii) Fitch shall have been given at least 10 Business Days’ prior notice thereof, delivered electronically to notifications.abs@fitchratings.com.

     “ Record Date ” means, with respect to a Payment Date or Redemption Date, the close of business on the Business Day preceding such Payment Date or Redemption Date, or, if

Definitive Notes are issued, the close of business on the last day of the calendar month preceding the month of such Payment Date, whether or not such day is a Business Day, or if Definitive Notes were not outstanding on such date, the date of issuance of the Definitive Notes.

     “ Records ” means all documents, books, records and other information (including computer programs, tapes, disks, data processing software and related property and rights) prepared and maintained by the Issuer with respect to the Loans and the Obligors thereunder.

     “ Recoveries ” means, with respect to any Liquidated Loan, monies collected in respect thereof, from whatever source (other than from the sale or other disposition of the Equipment), after such Loan became a Liquidated Loan.

     “ Redemption Date ” means the Payment Date specified by the Issuer pursuant to Section 10.1 of this Indenture, as applicable.

     “ Redemption Price ” means the unpaid principal amount of the Notes redeemed, plus accrued and unpaid interest thereon at the applicable interest rate to but excluding the Redemption Date.

     “ Regulation AB ” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

     “ Related Documents ” means the Sale Agreement, the Purchase and Sale Agreement, the Servicing Agreement, the Indenture, the Issuer Limited Liability Company Agreement, the CEF Limited Liability Company Agreement, the Administration Agreement and all other agreements, instruments, and documents and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Person, or any employee of any Person, and delivered in connection with any of the foregoing. Any reference in the foregoing documents to a Related Document shall include all Annexes, Exhibits and Schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to such Related Document as the same may be in effect at any and all times such reference becomes operative.

     “ Related Security ” means with respect to any Loan: (a) any interest (including security interests), if any, in the related Equipment; (b) all guarantees, insurance or other agreements or arrangements of any kind from time to time supporting or securing payment of such Loan (including rights (if any) to receive proceeds on insurance policies covering the Obligors); and (c) all Records relating to such Loan.

      “Required Reserve Account Amount” means (i) as of the Closing Date, 1.25% of the initial aggregate Loan Value; and (ii) as of any Payment Date thereafter, the lesser of (a) the Outstanding Principal Balance of the Notes and (b) 2.00% of the initial aggregate Loan Value.

     “ Reserve Account ” means the account designated as such, established and owned by the Issuer and maintained in accordance with Section 8.2 .

     “ Reserve Account Deficiency ” means the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount.

     “ Responsible Officer ” means, with respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, managing director, director, associate, Secretary or Assistant Secretary, or any other officer of the Indenture Trustee 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.

     “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

     “ Sale Agreement ” means the Sale Agreement, dated as of September 11, 2009, among GE Capital, GECITS, VFS, IFS and the Purchaser, as the same may be amended or supplemented from time to time.

     “ Scheduled Payment ” on a Loan means that portion of the payment required to be made by the Obligor during any Collection Period sufficient to amortize the loan balance under (x) in the case of a Precomputed Loan, the actuarial method or (y) in the case of a Simple Interest Loan, the simple interest method, in each case, over the term of the Loan and to provide interest at the APR; provided that Termination Values shall also constitute Scheduled Payments.

     “ Securities Account ” has the meaning assigned thereto in Section 8-501(a) of Article 8 of the UCC.

     “ Securities Act ” means the Securities Act of 1933 15 U.S.C. 77a et seq., as amended, and any regulations promulgated thereunder.

     “ Securities Exchange Act ” means the provisions of the Securities Exchange Act of 1934 15 U.S.C. Sections 78a et seq. , as amended, and any regulations promulgated thereunder.

     “ Securities Intermediary ” is defined in Section 8-102 of Article 8 of the UCC.

     “ Seller ” means each of GE Capital, GECITS, IFS or VFS, in its capacity as the seller, its successors and assigns.

     “ Servicer ” means GE Capital, as the Servicer under the Servicing Agreement, as the case may be, or any other Person designated as a Successor Servicer under such agreement.

     “ Servicing Criteria ” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

     “ Servicer Default ” means an event specified in Section 5.1 of the Servicing Agreement.

     “ Servicing Advance ” is defined in Annex A to the Servicing Agreement.

     “ Servicing Agreement ” means the Servicing Agreement, dated as of September 11, 2009, between the Issuer and the Servicer, as the same may be amended or supplemented from time to time.

     “ Servicing Fee ” is defined in Annex A to the Servicing Agreement.

     “ Simple Interest Loan ” means any Loan under which the portion of a payment allocable to interest and the portion allocable to principal is determined by allocating a fixed level payment between principal and interest, such that such payment is allocated first to the accrued and unpaid interest at the Annual Percentage Rate for such Loan on the unpaid principal balance and the remainder of such payment is allocable to principal.

     “ State ” means any one of the 50 states of the United States of America or the District of Columbia.

     “ Sub-Servicer ” is defined in Annex A to the Servicing Agreement.

     “ Successor Servicer ” is defined in Section 6.2 of the Servicing Agreement.

     “ Termination Value ” means the “Termination Value” (if any) payable by a lessee pursuant to the applicable Loan.

     “ TIA ” or the “ Trust Indenture Act ” means the Trust Indenture Act of 1939, as in force on the date of this Indenture unless otherwise specifically provided.

     “ Transfer Date ” means the Business Day preceding the fifteenth day of each calendar month.

     “ Treasury Regulations ” means regulations, including proposed or temporary regulations, promulgated under the Code. References to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

     “ Trust Account Property ” means the Trust Accounts, all amounts, Financial Assets, Investment Property and other investments or other property held from time to time in or credited to any Trust Account and all proceeds of the foregoing.

     “ Trust Accounts ” has the meaning assigned thereto in Section 8.2(a) of this Indenture.

     “ UCC ” means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended from time to time.

      “VFS” means VFS Financing, Inc., a Delaware corporation.

     SECTION 1.2. Other Interpretive Matters . All terms defined directly or by incorporation in this Indenture shall have the defined meanings when used in any document

delivered pursuant thereto unless otherwise defined therein. For purposes of this Indenture, unless the context otherwise requires: (a) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; and unless otherwise provided , references to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance with the fiscal calendar of GECS; (b) unless defined in this Indenture or the context otherwise requires, capitalized terms used in this Indenture which are defined in the UCC shall have the meaning given such term in the UCC; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Indenture as a whole and not to any particular provision of this Indenture; (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Indenture, and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (h) references to any agreement refer to that agreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; and (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

     SECTION 1.3. Incorporation by Reference of TIA . Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following terms, where used in the TIA, shall have the following meanings for the purposes hereof:

     “indenture securities” means the Notes.

     “indenture security holder” means a Noteholder.

     “indenture to be qualified” means this Indenture.

     “indenture trustee” or “institutional trustee” means the Indenture Trustee.

     “obligor” on the indenture securities means the Issuer.

     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

ARTICLE II
THE NOTES

     SECTION 2.1. Form . The Notes shall consist of $169,000,000 principal amount of Class A-1 Notes, $83,000,000 principal amount of Class A-2 Notes, $255,000,000 principal amount of Class A-3 Notes, $71,821,000 principal amount of Class A-4 Notes, $27,210,000 principal amount of Class B Notes, and $12,368,000 principal amount of Class C Notes and the

forms thereof and the Indenture Trustee’s certificate of authentication, shall be in substantially the forms set forth in Exhibits A-1 , A-2 and
A-3, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

     The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

     Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits A-1 , A-2 and A-3 are part of the terms of this Indenture.

     The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is limited to $618,399,000 of Notes, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.4 , 2.5 or 9.5 . The Notes shall be issuable only in registered form and only in minimum denominations of at least $1,000; provided that the foregoing shall not restrict or prevent the transfer in accordance with Section 2.4 of any Note having an Outstanding Principal Balance of other than an integral multiple of $1,000, or the issuance of a single Note of each Class, with a denomination less than $1,000.

     SECTION 2.2. Execution, Authentication and Delivery . (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

     (b) Notes bearing the manual or facsimile signature of individuals who were at the time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

     (c) 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 Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

     (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

     SECTION 2.3. Temporary Notes . Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate

and deliver, temporary Notes of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

     If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2 , without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as if they were Definitive Notes.

     SECTION 2.4. Registration; Registration of Transfer and Exchange . (a) The Issuer shall cause to be kept a register (the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee as the initial “ Note Registrar ” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it is unable to make such an appointment, assume the duties of the Note Registrar.

     If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times, to obtain copies thereof and to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.

     The Indenture Trustee shall not register the purchase or transfer of any Note (other than the transfer of a Note to the nominee of the Clearing Agency) unless the transferee has executed and delivered to the Indenture Trustee a certification to the effect that either (i) the transferee is not acquiring and will not hold any Note with the assets of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity that is deemed to hold “plan assets” of any such employee benefit plan or plan (each of the foregoing, a " Benefit Plan ”) or (d) any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to ERISA or Section 4975 of the Code, or (ii) (x) such Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the time of purchase or transfer and (y) the transferee’s acquisition and continued holding of the Note will not give rise to a nonexempt prohibited transaction under ERISA or Section 4975 of the Code or result in a nonexempt violation of any substantially similar applicable law. Each transferee of a Book-Entry Note shall be deemed to make one of the foregoing representations.

     (b) Subject to Section 2.4(a) , upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2 , if the requirements

of Section 8-401(a)(1) of the UCC are met, the Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations of a like aggregate principal amount. At the option of the Noteholder, Notes may be exchanged for other new Notes of the same Class in any authorized denominations of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a)(1) of the UCC are met, the Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes that the Noteholder making the exchange is entitled to receive. The Indenture Trustee shall make a notation on any such new Note of the amount of principal, if any, that has been paid on such Note.

     (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

     (d) Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Indenture Trustee duly executed by, the Noteholder thereof or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act.

     (e) No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee will 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, other than exchanges pursuant to Section 2.3 or 9.5 .

     SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes . (a) If: (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by the Indenture Trustee and the Issuer to hold the Indenture Trustee and the Issuer, respectively, harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class and principal amount and bearing a number not contemporaneously outstanding; provided , however , that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note

(or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence), a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered (or payment made) or any assignee of such Person, except a bona fide purchaser, and 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 Issuer or the Indenture Trustee in connection therewith.

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

     (c) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, 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.

     (d) The provisions of this Section 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.

     SECTION 2.6. Persons Deemed Owner . Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

     SECTION 2.7. Payment of Principal and Interest; Defaulted Interest . (a) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date. However, unless Definitive Notes have been issued, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee. Notwithstanding the above, the final installment of principal payable with respect to such Note (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1 ) shall be payable as provided in clause (b)(ii) . The funds represented by any such checks returned undelivered shall be held in accordance with Section 6.16 .

     (b) (i) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.3 .

     (ii) Notwithstanding the foregoing, the entire Outstanding Principal Balance shall be due and payable on: (A) the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Noteholders representing not less than a majority of the Outstanding Principal Balance of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 , and (B) if any Notes remain Outstanding, the Maturity Date.

     (iii) Except as otherwise provided in Section 5.2 , no part of the principal of any Note shall be paid prior to the Payment Date on which such principal is due in accordance with the preceding provisions of this Section, except that the Issuer may redeem the Notes in their entirety in accordance with Section 10.1 .

     (iv) The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the last day of the calendar month preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

     (v) All reductions in the principal amount of a Note effected by payments of installments of principal made on any Payment Date shall be binding upon all holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof, whether or not such payment is noted on such Note. All payments on the Notes shall be made without any requirement of presentment but each holder of any Note shall be deemed to agree, by its acceptance of the same, to surrender such Note at the Corporate Trust Office against payment of the final installment of principal of such Note.

     (c) (i) For each Payment Date, the interest due and payable with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes will be the interest that has accrued on the respective Notes since the last Payment Date or, in the case of the first Payment Date, since the Closing Date, at the Class A-1 Interest Rate, Class A-2 Interest Rate, Class A-3 Interest Rate, Class A-4 Interest Rate, Class B Interest Rate and Class C Interest Rate, respectively, applied to the then Outstanding Principal Balances of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and, as applicable, the Class C Notes, respectively, on the preceding Payment Date subject to Section 3.1 . With respect to the Notes (other than the Class A-1 Notes), the interest will be calculated on the basis of a 360-day year of twelve 30-day months. With respect to the Class A-1 Notes, the interest will be calculated on the basis of the actual number of days in the applicable Interest Accrual Period and a 360 day year.

     (ii) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay, in any lawful manner, defaulted interest ( plus interest on such defaulted interest to the extent lawful) at the applicable interest rate from the Payment Date for which such payment is in default. The Issuer shall pay such defaulted interest on a subsequent special payment date declared by the Issuer to the Persons who are Noteholders on a subsequent special record date, which special record date shall be at least five Business Days prior to the special payment date. At least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the special payment date and the amount of defaulted interest to be paid.

     (d) All payments made with respect to any Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and shall be applied first to the interest then due and payable on such Notes and then to the principal thereof.

     SECTION 2.8. Cancellation . All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee at the applicable Corporate Trust Office and shall be promptly canceled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to it; provided , that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

     SECTION 2.9. Book-Entry Notes . Each of the Class A Notes, the Class B Notes and the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Each of the Class A Notes, the Class B Notes and the Class C Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Class A Note Owner, Class B Note Owner or Class C Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11 . Unless and until definitive, fully registered Notes (the “ Definitive Notes ”) representing the Class A Notes, the Class B Notes or the Class C Notes have been issued to the applicable Note Owners:

     (i) the Issuer, the Note Registrar and the Indenture Trustee, and their officers, directors, employees and agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest on the Class A Notes, the Class B Notes and the Class C Notes) as the sole Noteholder and shall have no obligations to the Note Owners;

     (ii) to the extent that this Section conflicts with any other provisions of this Indenture, this Section shall control;

     (iii) the rights of the respective Note Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to this Indenture. Unless and until Definitive Notes are issued pursuant to Section 2.11 , the Issuer intends that the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Class A Notes, Class B Notes and Class C Notes, as the case may be, to such Clearing Agency Participants (and neither the Indenture Trustee nor the Note Registrar shall have any liability therefor); and

     (iv) whenever this Indenture requires or permits actions to be taken based upon instructions, directions, or the consent of Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes (or a Class of Notes), the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee.

     SECTION 2.10. Notices to Clearing Agency . Whenever a notice or other communication to the Class A Noteholders, Class B Noteholders or Class C Noteholders is required under this Indenture, unless and until Definitive Notes have been issued to the related Note Owners, the Indenture Trustee shall give all such notices and communications to the Clearing Agency.

     SECTION 2.11. Definitive Notes . (a) If: (i) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under this Indenture with respect to the Notes, and the Issuer is unable to locate a qualified successor, (ii) the Issuer advises the Indenture Trustee in writing that it elects to terminate the book-entry system and, upon receipt of a notice of intent from the Clearing Agency, the participants holding beneficial interests in the Notes agree to initiate a termination or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Principal Balance of the Notes advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Indenture Trustee shall notify all Note Owners of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration and transfer instructions from the Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate, the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture 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. Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Issuer, to the extent applicable with respect to such Definitive Notes, and the Issuer shall recognize the holders of the relevant Definitive Notes as Noteholders hereunder.

     (b) Definitive Notes will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.

     SECTION 2.12. Notes owned by the Issuer or its Affiliates . In determining whether the Noteholders of the required Outstanding Principal Balance of the Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or an Affiliate of the Issuer shall be considered as though not Outstanding, except that for the purposes of determining whether the Indenture Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer actually knows are so owned shall be so disregarded.

     SECTION 2.13. CUSIP Numbers . The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall indicate the “CUSIP” numbers of the Notes in notices of redemption and related materials as a convenience to Noteholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and related materials.

     SECTION 2.14. Perfection Representations and Warranties . The parties hereto agree that the representations, warranties and covenants set forth in Schedule 1 shall be a part of this Indenture for all purposes.

     SECTION 2.15. Notes to Constitute Indebtedness . The parties hereto agree that it is their mutual intent that, for all applicable tax purposes, the Notes will constitute indebtedness of the Issuer. Further, each party hereto and each Noteholder (by accepting and holding a Note) hereby covenants to every other party hereto and to every other Noteholder to treat the Notes as indebtedness for all applicable tax purposes in all tax filings, reports and returns and otherwise, and further covenants that neither it nor any of its Affiliates will take, or participate in the taking of or permit to be taken, any action that is inconsistent with the treatment of the Notes as indebtedness for tax purposes. All successors and assignees of the parties hereto shall be bound by the provisions hereof.

ARTICLE III
COVENANTS

     SECTION 3.1. Payments . The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture and shall not withdraw funds from the Note Distribution Account except as set forth in Section 8.3 .

     SECTION 3.2. Maintenance of Office or Agency . (a) The Issuer will maintain at the Corporate Trust Office an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes.

     (b) The chief executive office of the Issuer at which the Issuer maintains its records with respect to the Loans, its interests in the Equipment, and the transactions contemplated hereby, is currently located in Danbury, Connecticut. The Issuer will not change the location of such offices without giving the Indenture Trustee at least 30 days prior written notice thereof.

     SECTION 3.3. Paying Agent’s Obligations . The Issuer will cause each Paying Agent to comply with the obligations of the Paying Agent set forth in Section 6.16 .

     SECTION 3.4. Existence . (a) The Issuer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its organization.

     (b) The Issuer shall at all times observe and comply in all material respects with (i) all laws applicable to it, and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated hereby.

     SECTION 3.5. Protection of the Collateral; Further Assurances . The Issuer will from time to time execute and deliver and file, as applicable, all such supplements and amendments hereto and all such writings of further assurance and other writings, and will take such other action necessary or advisable to:

     (i) more effectively Grant all or any portion of the Collateral;

     (ii) maintain or preserve the Lien (and the same priority thereof) of this Indenture or carry out more effectively the purposes hereof;

     (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and perfect the Lien contemplated hereby in favor of the Indenture Trustee in all property included in the Collateral;

     (iv) enforce or cause the Servicer to enforce any of the Collateral; or

     (v) preserve and defend against the claims of all Persons and parties, (a) title to the Collateral (including the right to receive all payments due or to become due with respect to the Loans) and the interests in the property included in the Collateral and (b) the rights of the Indenture Trustee and the Noteholders with respect to such Collateral (including the right to receive all payments due or to become due with respect to the Loans) and interests with respect to the property included in the Collateral.

     SECTION 3.6. Opinions as to the Collateral . (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to

perfect and make effective the Lien created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective.

     (b) On or before April 1 in each calendar year, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as is necessary to maintain the Lien of this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and the execution and filing of any financing statements and continuation statements, that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until April 1 in the following calendar year.

     SECTION 3.7. Performance of Obligations; Servicing of Loans . (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Servicing Agreement or such other instrument or agreement.

     (b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Related Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by this Indenture and the Servicing Agreement in accordance with and within the time periods provided for herein and therein.

     (c) The Issuer hereby covenants and agrees that it will enforce the obligations of the Servicer under the Servicing Agreement and if a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Loans, the Issuer shall take all reasonable steps available to it to remedy such failure.

     (d) The Issuer hereby covenants and agrees that: (i) it shall promptly exercise its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (a) of such section and (ii) prior to exercising its rights to terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon the occurrence of a Servicer Default set forth in clause (b) of such section, obtain the consent of the Noteholders representing a majority of the Outstanding Principal Balance of the Notes. Within thirty (30) days after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the “ Successor Servicer ”), such appointment to be reflected by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer

has not been appointed and accepted its appointment at the time when the previous Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a Successor Servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall: (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If the Indenture Trustee shall succeed to the previous Servicer’s duties as servicer of the Loans as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as the Successor Servicer and the servicing of the Loans. In case the Indenture Trustee shall become the Successor Servicer under the Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided , that it shall be fully liable for the actions and omissions of such Affiliate in its capacity as Successor Servicer.

     (e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and Moody’s. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer.

     (f) The Issuer agrees that it will not, without the prior written consent of the Indenture Trustee or the Noteholders of at least a majority of the Outstanding Principal Balance, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise in accordance with the Credit and Collection Policies) or the Related Documents, or waive timely performance or observance by the Purchaser under the Purchase and Sale Agreement, the applicable Seller under the Sale Agreement or the Servicer under the Servicing Agreement; provided , that, no such amendment or waiver shall: (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, deposits required to be made to the Trust Accounts and payments that are required to be made from the Trust Accounts for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are required to consent to any such amendment, in either case without the consent of the Noteholders of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee or such Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

     (g) Promptly following a request from the Indenture Trustee to do so and at the Issuer’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement or by the Purchaser of its obligations

to the Issuer under or in connection with the Purchase and Sale 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 the Servicing Agreement (or under or in connection with the Purchase and Sale Agreement) to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Servicer or the Purchaser thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Servicer or the Purchaser of each of their obligations under the Servicing Agreement or the Purchase and Sale Agreement.

     SECTION 3.8. Taxes . The Issuer shall pay all taxes when due and payable or levied against its assets, properties or income, including any property that is part of the Collateral.

     SECTION 3.9. Annual Statement as to Compliance . The Issuer will deliver to the Indenture Trustee, on or before the 90 ^th day after the end of each calendar year of the Issuer (commencing with the calendar year 2009), an Officers’ Certificate, substantially in the form of Exhibit B , stating that:

     (i) a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officers’ supervision; and

     (ii) to the best of such Authorized Officers’ knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officers and the nature and status thereof.

     SECTION 3.10. Information to Be Provided by the Indenture Trustee.

     (a) It is agreed and acknowledged that the purpose of this Section 3.10 is to facilitate compliance by the Purchaser and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor the Issuer shall exercise its right to request delivery of information or other performance under this Section 3.10 other than in good faith, or for purposes other than the Issuer’s or the Purchaser’s compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the Commission thereunder (or to provide disclosure related to a private offering comparable to that required under the Securities Act). The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Purchaser or the Issuer for information regarding the Indenture Trustee, including but not limited to, information which is required in order to enable the Purchaser and the Issuer to comply with Items 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Indenture.

     (b) The Indenture Trustee shall be deemed to represent to the Purchaser and the Issuer, as of the date on which information is provided to Purchaser pursuant to this Section 3.10, except as disclosed in writing to the Purchaser prior to such date that: (i) none of the execution or the delivery by the Indenture Trustee of this Indenture, the performance by the Indenture Trustee

of its obligations under this Indenture nor the consummation of any of the transactions by the Indenture Trustee contemplated hereby, cause the Indenture Trustee to be in violation of (x) any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture, or (y) of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the Noteholders or the right, power and authority of the Indenture Trustee to enter into this Indenture or to perform its obligations under this Indenture.

     (c) For so long as the Issuer is required to report under the Securities Exchange Act, the Indenture Trustee shall: (i) on or before the fifth Business Day of each month, provide to the Issuer, in writing, such information regarding the Indenture Trustee as is requested in writing by the Issuer for the purpose of compliance with Item 1117 of Regulation AB; provided , however , that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Issuer, and (ii) as promptly as practicable following actual notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Purchaser, in writing, such updated information.

     (d) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Securities Exchange Act, commencing in 2010, the Indenture Trustee shall (if requested in writing by the Purchaser in order to comply with Item 1122 of Regulation AB) deliver to the Purchaser reports regarding the assessment by the Indenture Trustee (if so requested by the Purchaser) of compliance to the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such reports shall be signed by an Authorized Officer of the Indenture Trustee and shall address each of the servicing criteria specified in Exhibit C or such criteria as mutually agreed upon by the Purchaser and the Indenture Trustee.

     (e) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Securities Exchange Act, commencing in 2010, the Indenture Trustee shall (if requested in writing by the Purchaser in order to comply with Item 1122 of Regulation AB) deliver to the Purchaser a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board and in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act.

     (f) As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Securities Exchange Act, commencing in 2010, the Indenture Trustee shall (if requested in writing by the Purchaser in order to comply with Item 1122 of Regulation AB) deliver to the Purchaser and any other Person that will be responsible

for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Securities Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) (a “ Sarbanes Certification ”) on behalf of the Issuer or the Purchaser a certification substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Purchaser and the Indenture Trustee. The Indenture Trustee acknowledges that the parties identified in this Section 3.10(f) may rely on the certification provided by the Indenture Trustee hereunder in signing a Sarbanes Certification and filing such with the Commission.

     SECTION 3.11. Negative Covenants . So long as any Notes are Outstanding, the Issuer shall not:

     (a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Collateral, except as expressly permitted by this Indenture or Section 6.2 of the Sale Agreement;

     (b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable State law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral;

     (c) engage in any business or activity other than in connection with, or relating to the financing, purchasing, owning, selling and managing ownership of, the Loans and the interests in the property constituting the Collateral, the issuance of the Notes, and the specific transactions contemplated by the Related Documents and activities incidental thereto;

     (d) issue, incur, assume, or allow to remain outstanding any indebtedness, or guaranty any indebtedness or otherwise become liable, directly or indirectly for any Indebtedness of any Person, other than the Notes, except as contemplated by this Indenture and the other Related Documents;

     (e) seek dissolution or liquidation in whole or in part or reorganization of its business or affairs;

     (f) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any Lien (other than the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof or (C) permit the Lien of this Indenture not to constitute a valid first priority (other than with respect to any tax lien, mechanics’ lien or other lien not considered a Lien) “security interest” (as such term is defined in Section 1-201 of Article 1 of the UCC) in the Collateral;

     (g) make any loan or advance to any Affiliate of the Issuer or to any other Person;

     (h) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty);

     (i) remove the Managing Member without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal;

     (j) directly or indirectly: (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security, (iii) set aside or otherwise segregate any amounts for any such purpose or (iv) make payments to or distributions from the Collection Account, in each case, except in accordance with this Indenture and the Related Documents;

     (k) convey or transfer any of its properties or assets, including those included in the Collateral, to any Person, unless (i) the Person that acquires such property or assets shall: (A) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Noteholders and (B) expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the Notes and (ii) the conditions in clause (l) below have been satisfied; and

     (l) consolidate or merge with or into any other Person or convey or transfer any of its properties or assets, including those included in the Collateral, to any Person unless:

     (i) such Person shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State,

     (ii) such Person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein,

     (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

     (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction;

     (v) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer or any Noteholder;

     (vi) any action that is necessary to maintain the Lien created by this Indenture and the same priority thereof shall have been taken; and

     (vii) the Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation or merger or such conveyance or transfer, as the case may be, and such supplemental indenture comply with this Article, is authorized and permitted by this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

     SECTION 3.12. Successor or Transferee . (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.11(l) , the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of and have every obligation of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

     (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.11(k) , the Issuer will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuer is to be so released.

     SECTION 3.13. Notice of Events of Default . (a) The Issuer shall give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, each default on the part of the Servicer of its obligations under the Servicing Agreement (and, in the case of a Servicer Default, shall specify in such notice the action, if any, the Issuer is taking with respect to such default) each default on the part of the Purchaser of its obligations under the Purchase and Sale Agreement.

     (b) The Issuer shall deliver to the Indenture Trustee, within five days after the Issuer obtains actual knowledge thereof, written notice in the form of an Officers’ Certificate of any event that, with the giving of notice or the lapse of time or both, would become an Event of Default under clause (iii) of the definition thereof, its status and what action the Issuer is taking or proposes to take with respect thereto.

     SECTION 3.14. Further Instruments and Acts . Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

ARTICLE IV
SATISFACTION AND DISCHARGE

     SECTION 4.1. Satisfaction and Discharge of Indenture . (a) This Indenture shall cease to be of further effect except as to: (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Section 3.2 , (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 ) and the obligations of the Indenture Trustee under Sections 4.2 and 6.4 ) and (vi) the rights of Noteholders as beneficiary hereof with respect to the property so deposited

with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when all Notes theretofore authenticated and delivered to Noteholders (other than (x) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (y) Notes in respect of which funds have theretofore been deposited in trust or segregated and held in trust by the Issuer as provided in Section 6.16(i) ) have been delivered to the Indenture Trustee for cancellation; provided that the Issuer has delivered to the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

     (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.7 , and if funds shall have been deposited with the Indenture Trustee pursuant to Section 4.1(a)(A)(y) , the obligations of the Indenture Trustee under Sections 4.2 and 6.17 (in its capacity as Paying Agent) shall survive.

     (c) The Indenture Trustee shall provide prompt written notice to each Rating Agency of any satisfaction and discharge of this Indenture pursuant to this Article IV .

     SECTION 4.2. Application of Trust Funds . All funds deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the particular Notes for the payment or redemption of which such funds have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest , but such funds need not be segregated from other funds except to the extent required herein or as required by law.

ARTICLE V
REMEDIES

     SECTION 5.1. Events of Default . “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (i) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days;

     (ii) default in the payment of the principal of any Note at the Maturity Date;

     (iii) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered

pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (or for such longer period, not in excess of 90 days, as may be reasonably necessary to remedy such default if the Issuer delivers an Officer’s Certificate to the Indenture Trustee to the effect that the Issuer has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default and such default can be remedied in 90 days or less) after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Noteholders of at least 25% of the Outstanding Principal Balance of the Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereunder; or

     (iv) any Insolvency Event shall occur with respect to the Issuer.

     SECTION 5.2. Remedies . (a) If an Event of Default should occur and be continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Noteholders, pursuant to Section 5.8 or, in the case of clause (viii) below, at the direction (which direction shall be in writing) of not less than 66-2/3% of the Outstanding Principal Balance of the Notes, the Indenture Trustee shall (subject to Section 6.2(a)(v) ), do one or more of the following:

     (i) declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer, and upon any such declaration the Outstanding Principal Balance, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable;

     (ii) in the case of an Event of Default described in Section 5.1(i) or  (ii) , demand the Issuer to pay to the Indenture Trustee, for the benefit of the Noteholders, the whole amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal at the applicable interest rate, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate, 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 the Indenture Trustee and its agents and counsel;

     (iii) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer amounts adjudged due;

     (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;

     (v) exercise any remedies of a secured party under the UCC as in effect in the State of New York and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;

     (vi) subject to Section 5.14 , sell the Collateral, or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;

     (vii) make demand upon the Issuer, by written notice, that the Issuer deliver to the Indenture Trustee all Loan Files (in which event the Issuer covenants to make demand upon the Servicer to so deliver such Loan Files); and

     (viii) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Servicer or the Purchaser under or in connection with the Servicing Agreement and the Purchase and Sale Agreement, including the right or power to terminate or to take any action to compel or secure performance or observance by the Servicer or the Purchaser of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Servicing Agreement or the Purchase and Sale Agreement, and any right of the Issuer to take such action shall be suspended.

     (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Noteholders of Notes representing not less than a majority of the Outstanding Principal Balance, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

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

     (A) all payments of principal of and interest on all Notes including any amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and

     (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and

     (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.9 .

     No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto.

     (c) In case there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable Federal or State bankruptcy, insolvency or other similar law, or in

case a receiver, assignee, trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other Person, or in case of any other comparable judicial Proceedings relative to the Issuer, or to the creditors or property of the Issuer, the Indenture Trustee (irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to this Section) shall be entitled and empowered to, and, at the direction (which direction shall be in writing) of the Noteholders pursuant to Section 5.8 by intervention in such proceedings or otherwise:

     (i) file and prove a claim or claims for the whole amount of principal and interest owing an