Exhibit 4.2

NuCO2 FUNDING LLC,

NuCO2 LLC,

NuCO2 SUPPLY LLC and

NuCO2 IP LLC

each as Co-Issuer

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee, Administrative Agent and Securities Intermediary

BASE INDENTURE

Dated as of May 28, 2008

Asset Backed Notes

(Issuable in Series)

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.1	Definitions	1
Section 1.2	Cross-References	1
Section 1.3	Accounting and Financial Determinations; No Duplication	2
Section 1.4	Rules of Construction	2

ARTICLE II THE NOTES		3
Section 2.1	Designation and Terms of Notes	3
Section 2.2	Notes Issuable in Series	4
Section 2.3	Series Supplement for Each Series	7
Section 2.4	Execution and Authentication	8
Section 2.5	Registrar and Paying Agent	9
Section 2.6	Paying Agent to Hold Money in Trust	10
Section 2.7	Noteholder List	11
Section 2.8	Transfer and Exchange	12
Section 2.9	Persons Deemed Owners	13
Section 2.10	Replacement Notes	13
Section 2.11	Treasury Notes	14
Section 2.12	Book-Entry Notes	15
Section 2.13	Definitive Notes	16
Section 2.14	Cancellation	17
Section 2.15	Principal and Interest	17
Section 2.16	Tax Treatment	18

ARTICLE III SECURITY		18
Section 3.1	Grant of Security Interest	18
Section 3.2	Certain Rights and Obligations of the Co-Issuers Unaffected	22
Section 3.3	Performance of Collateral Documents	23
Section 3.4	Stamp, Other Similar Taxes and Filing Fees	24
Section 3.5	Authorization to File Financing Statements	24

ARTICLE IV REPORTS		25
Section 4.1	Reports and Instructions to Trustee	25
Section 4.2	Annual Noteholders’ Tax Statement	28
Section 4.3	Rule 144A Information	28
Section 4.4	Reports, Financial Statements and Other Information to Noteholders	28
Section 4.5	Transaction Manager	29

ARTICLE V ALLOCATION AND APPLICATION OF COLLECTIONS		30
Section 5.1	Concentration Account	30

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Section 5.2	Securitization Entity Accounts	32
Section 5.3	Senior Note Interest Reserve Account	36
Section 5.4	Cash Trap Reserve Account	37
Section 5.5	Contributions Reserve Account	38
Section 5.6	Termination Amount Reserve Account	38
Section 5.7	Other Accounts	39
Section 5.8	Collection Account	41
Section 5.9	Collection Account Administrative Accounts	41
Section 5.10	Trustee as Securities Intermediary	43
Section 5.11	Establishment of Series Accounts	45
Section 5.12	Collections and Investment Income	45
Section 5.13	Application of Collections on Payment Dates	47
Section 5.14	Application of Funds	51
Section 5.15	Determination of Monthly Interest	60
Section 5.16	Determination of Monthly Principal	60
Section 5.17	Prepayment of Principal	60

ARTICLE VI DISTRIBUTIONS		60
Section 6.1	Distributions in General	60

ARTICLE VII REPRESENTATIONS AND WARRANTIES		61
Section 7.1	Existence and Power	61
Section 7.2	Company and Governmental Authorization	62
Section 7.3	No Consent	62
Section 7.4	Binding Effect	62
Section 7.5	Litigation	63
Section 7.6	No ERISA Plan	63
Section 7.7	Tax Filings and Expenses	63
Section 7.8	[Reserved]	64
Section 7.9	Investment Company Act	64
Section 7.10	Regulations T, U and X	64
Section 7.11	Solvency	64
Section 7.12	Ownership of Equity Interests; Subsidiaries	64
Section 7.13	Security Interests	65
Section 7.14	Related Documents	66
Section 7.15	Non-Existence of Other Agreements	66
Section 7.16	Compliance with Contractual Obligations and Laws	66
Section 7.17	Other Representations	66
Section 7.18	No Employees	67
Section 7.19	Insurance	67
Section 7.20	Environmental Matters; Real Property	67
Section 7.21	Intellectual Property	67

ARTICLE VIII COVENANTS		69
Section 8.1	Payment of Notes	69

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Section 8.2	Maintenance of Office or Agency	69
Section 8.3	Payment and Performance of Obligations	70
Section 8.4	Maintenance of Existence	70
Section 8.5	Compliance with Laws	70
Section 8.6	Inspection of Property; Books and Records	70
Section 8.7	Actions under the Collateral Documents and Related Documents	71
Section 8.8	Notice of Defaults and Other Events	73
Section 8.9	Notice of Material Proceedings	73
Section 8.10	Further Requests	73
Section 8.11	Further Assurances	73
Section 8.12	Liens	75
Section 8.13	Other Indebtedness	75
Section 8.14	No ERISA Plan	75
Section 8.15	Mergers	76
Section 8.16	Asset Dispositions	76
Section 8.17	Acquisition of Assets	77
Section 8.18	Dividends, Officers’ Compensation, etc.	77
Section 8.19	Legal Name, Location Under Section 9-301 or 9-307	77
Section 8.20	Charter Documents	78
Section 8.21	Investments	78
Section 8.22	No Other Agreements	79
Section 8.23	Bulk Gases Business; Other Business	79
Section 8.24	Maintenance of Separate Existence	79
Section 8.25	Covenants Regarding the Securitization IP	81
Section 8.26	Contributions	82
Section 8.27	Real Property Leases	82
Section 8.28	No Employees	82
Section 8.29	Insurance	82
Section 8.30	Litigation	83
Section 8.31	Environmental	83
Section 8.32	Enhancements	83
Section 8.33	Interest Rate Hedges; Derivatives Generally	83
Section 8.34	Additional Securitization Entity	84
Section 8.35	Subordinated Note Repayments	84
Section 8.36	Registration under Securities Laws	85
Section 8.37	Control Party	85
Section 8.38	Other Accounts	85
Section 8.39	Transaction with NuCO2 and Affiliates	85
Section 8.40	Investment Company Act	85

ARTICLE IX REMEDIES		85
Section 9.1	Early Amortization Events	85
Section 9.2	Events of Default	86

iii

TABLE OF CONTENTS

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Section 9.3	Rights of the Control Party and Trustee upon Event of Default	89
Section 9.4	Waiver of Appraisal, Valuation, Stay and Right to Marshaling	92
Section 9.5	Limited Recourse	92
Section 9.6	Optional Preservation of the Collateral	93
Section 9.7	Waiver of Past Events	93
Section 9.8	Control by the Control Party	93
Section 9.9	Limitation on Suits	94
Section 9.10	Unconditional Rights of Noteholders to Receive Payment	94
Section 9.11	The Trustee May File Proofs of Claim	94
Section 9.12	Undertaking for Costs	95
Section 9.13	Restoration of Rights and Remedies	95
Section 9.14	Rights and Remedies Cumulative	95
Section 9.15	Delay or Omission Not Waiver	96
Section 9.16	Waiver of Stay or Extension Laws	96

ARTICLE X THE TRUSTEE AND THE ADMINISTRATIVE AGENT		96
Section 10.1	Duties of the Trustee and the Administrative Agent	96
Section 10.2	Rights of the Trustee and the Administrative Agent	100
Section 10.3	Individual Rights of the Trustee	102
Section 10.4	Notice of Events of Default and Defaults	102
Section 10.5	Compensation and Indemnity	102
Section 10.6	Replacement of the Trustee or the Administrative Agent	103
Section 10.7	Successor Trustee or Successor Administrative Agent by Merger, etc.	105
Section 10.8	Eligibility Disqualification	105
Section 10.9	Appointment of Co-Trustee or Separate Trustee	105
Section 10.10	Representations and Warranties of the Trustee and the Administrative Agent	107
Section 10.11	Trustee and Administrative Agent Communications	107
Section 10.12		107

ARTICLE XI DISCHARGE OF INDENTURE		107
Section 11.1	Termination of the Co-Issuers’ Obligations	107
Section 11.2	Application of Trust Money	110
Section 11.3	Repayment to the Co-Issuers	110
Section 11.4	Reinstatement	111

ARTICLE XII AMENDMENTS		111
Section 12.1	Without Consent of the Noteholders	111
Section 12.2	With Consent of the Noteholders	112
Section 12.3	Supplements	114
Section 12.4	Revocation and Effect of Consents	114
Section 12.5	Notation on or Exchange of Notes	115

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Section 12.6		The Trustee to Sign Amendments, etc.	115

ARTICLE XIII MISCELLANEOUS			115
Section 13.1		Notices	115
Section 13.2		Communication by Noteholders With Other Noteholders	119
Section 13.3		Certificate and Opinion as to Conditions Precedent	119
Section 13.4		Statements Required in Certificate	119
Section 13.5		Rules by the Trustee	119
Section 13.6		Benefits of Indenture	119
Section 13.7		Payment on Business Day	120
Section 13.8		Governing Law	120
Section 13.9		Successors	120
Section 13.10		Severability	120
Section 13.11		Counterpart Originals	120
Section 13.12		Table of Contents, Headings, etc.	120
Section 13.13		No Bankruptcy Petition Against the Securitization Entities	121
Section 13.14		Recording of Indenture	121
Section 13.15		Waiver of Jury Trial	121
Section 13.16		Waivers by the Co-Issuers	122
Section 13.17		Submission to Jurisdiction; Waivers	124

ANNEXES

Annex A	Base Indenture Definitions List

EXHIBITS

Exhibit A	Weekly Manager’s Certificate
Exhibit B	Monthly Manager’s Certificate
Exhibit C-1	Form of Grant of Security Interest in Trademarks
Exhibit C-2	Form of Grant of Security Interest in Patents
Exhibit C-3	Form of Grant of Security Interest in Copyrights
Exhibit D-1	Form of Supplemental Grant of Security Interest in Trademarks
Exhibit D-2	Form of Supplemental Grant of Security Interest in Patents
Exhibit D-3	Form of Supplemental Grant of Security Interest in Copyrights
Exhibit E	Form of Compliance Certificate
Exhibit F	Form of Information Request Certification
Exhibit G	Form of Quarterly Customer Contracts Report

SCHEDULES

Schedule 7.3	-	Consents
Schedule 7.6	-	Plans
Schedule 7.7	-	Proposed Tax

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Schedule 7.13(a)	-	Non-Perfected Liens
Schedule 7.19	-	Insurance
Schedule 8.11	-	Liens
Schedule 8.29	-	Insurance
Schedule 10.1(a)	-	Administrative Agent

BASE INDENTURE, dated as of May 28, 2008, by and among NuCO2 FUNDING LLC, a Delaware limited liability company (the “Master Issuer”), NuCO2 LLC, a Delaware limited liability company (the “Contract Holder”), NuCO2 SUPPLY LLC, a Delaware limited liability company (the “Equipment Holder”), NuCO2 IP LLC, a Delaware limited liability company (the “IP Holder” and together with the Master Issuer, the Contract Holder and the Equipment Holder, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”), administrative agent (in such capacity, the “Administrative Agent”) and as securities intermediary.

W I T N E S S E T H:

WHEREAS, the Co-Issuers have duly authorized the execution and delivery of this Base Indenture to provide for the issuance from time to time of one or more series of asset backed notes (the “Notes”), issuable as provided in this Base Indenture; and

WHEREAS, all things necessary to make this Base Indenture a legal, valid and binding agreement of the Co-Issuers, in accordance with its terms, have been done, and the Co-Issuers propose to do all the things necessary to make the Notes, when executed by the Co-Issuers and authenticated and delivered by the Trustee hereunder and duly issued by the Co-Issuers, the legal, valid and binding obligations of the Co-Issuers as hereinafter provided;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Noteholders (in accordance with the priorities set forth herein and in any Series Supplement), as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

Capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Base Indenture Definitions List attached hereto as Annex A (the “Base Indenture Definitions List”), as such Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof.

Section 1.2 Cross-References.

Unless otherwise specified, references in the Indenture and in each other Related Document to any Article or Section are references to such Article or Section of the Indenture or such other Related Document, as the case may be, and unless otherwise

specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

Section 1.3 Accounting and Financial Determinations; No Duplication.

Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of the Indenture or any other Related Document, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in the Indenture or such other Related Document, in accordance with GAAP. All accounting determinations and computations in this Indenture or under any other Related Documents shall be made without duplication.

Section 1.4 Rules of Construction.

In the Indenture and the other Related Documents, unless the context otherwise requires:

(a) the singular includes the plural and vice versa;

(b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Indenture and the applicable Related Document, as the case may be, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(c) reference to any gender includes the other gender;

(d) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(e) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(f) with respect to the determination of any period of time, except as otherwise specified, “from” means “from and including” and “to” means “to but excluding”; and

(g) references to any agreement or document are to it as amended, supplemented, restated and otherwise modified from time to time and to any successor document.

ARTICLE II

THE NOTES

Section 2.1 Designation and Terms of Notes.

(a) Each Series of Notes shall be substantially in the form specified in the applicable Series Supplement and shall bear, upon its face, the designation for such Series to which it belongs as selected by the Co-Issuers, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the applicable Series Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the Authorized Officers of the Co-Issuers executing such Notes, as evidenced by execution of such Notes by such Authorized Officers. All Notes of any Series shall, except as specified in the applicable Series Supplement, be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and any applicable Series Supplement. The aggregate principal amount of Notes which may be authenticated and delivered under this Base Indenture is unlimited. The Notes of each Series shall be issued in the denominations set forth in the applicable Series Supplement.

(b) With respect to any Variable Funding Note Purchase Agreement entered into by the Co-Issuers in connection with the issuance of any Variable Funding Senior Notes, whether or not any of the following shall have been specifically provided for in the applicable provision of the Indenture Documents, the following shall be true (except to the extent that the Series Supplement with respect to such Class of Notes shall provide otherwise):

(i) for purposes of any provision of any Indenture Document relating to any vote, consent, direction or the like to be given by such Class on any date, any commitments to extend credit under such Variable Funding Note Purchase Agreement that are not drawn as of such date shall be treated as if they were fully drawn and outstanding as Outstanding Principal Amount, without duplication as among different Subclasses so as to ensure that for such purpose the Outstanding Principal Amount does not exceed the maximum aggregate amount of such commitments; and

(ii) for purposes of any provisions of any Indenture Document relating to termination, discharge or the like, such Class shall continue to be deemed Outstanding unless and until all commitments to extend credit under such Variable Funding Note Purchase Agreement have been terminated thereunder.

Section 2.2 Notes Issuable in Series.

(a) The Notes may be issued in one or more Series. Each Series of Notes shall be created by a Series Supplement.

(b) Subject to the provisos appearing at the end of this subclause (b), so long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series may from time to time be executed by the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least ten (10) Business Days (except in the case of the issuance of the Initial Series of Notes) in advance of the related Series Closing Date and upon performance or delivery by the Co-Issuers to the Trustee, and receipt by the Trustee, of the following:

(i) a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series to be authenticated and the Note Rate (or the method for calculating the Note Rate) with respect to such new Series;

(ii) a Series Supplement satisfying the criteria set forth in Section 2.3 to be executed by the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series;

(iii) if (A) such new Series of Notes are Senior Notes (which Senior Notes will generally be pari passu with all other Senior Notes in accordance with Section 6.1(b)), Rating Agency Confirmation Letters (x) confirming a rating of at least “Baa2” if rated by Moody’s and “BBB” if rated by S&P or by Fitch, as applicable, with respect to such new Series of Senior Notes and (y) confirming each applicable rating from the applicable Rating Agency with respect to each other Series of Notes then Outstanding, and (B) such new Series of Notes are Subordinated Notes (which may include Subordinated Notes, on which the interest is senior to the interest payable on certain existing Subordinated Notes, or Subordinated Notes which are subordinated or pari passu to other existing Subordinated Notes), Rating Agency Confirmation Letters (x) confirming a rating of at least “Ba2” if rated by Moody’s and “BB” if rated by S&P or by Fitch, as applicable, with respect to such new Series of Subordinated Notes and (y) confirming each applicable rating from the applicable Rating Agency with respect to each other Series of Notes then Outstanding;

(vi) an Officer’s Certificate dated as of the applicable Series Closing Date to the effect that:

(A) no Early Amortization Event, Cash Trapping Period, Master Manager Default, Transaction Manager Default, or Event of Default (x) has occurred and is continuing or (y) shall occur as a result of the issuance of the new Series of Notes;

(B) all conditions precedent with respect to the authentication and delivery of such new Series of Notes provided in this Base Indenture, the related Series Supplement and, if applicable, the related Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfied or waived; and

(vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding, only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes;

(viii) an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to the initial purchasers under the applicable Note Purchase Agreement, dated the applicable Series Closing Date, substantially to the effect that:

(A) all of the instruments described in this Section 2.2(b) furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and the new Series of Notes is permitted to be authenticated by the Trustee pursuant to the terms of this Base Indenture and the related Series Supplement;

(C) such new Series of Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, shall constitute valid, binding and enforceable obligations of the Co-Issuers entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;

(D) the Lien and the security interests created by the Base Indenture on the Collateral remain perfected as required by the Base Indenture, and such Lien and security interests extend to any assets transferred to the Securitization Entities in connection with the issuance of such new Series of Notes;

(E) the non-consolidation opinion delivered on the Closing Date is reaffirmed after giving effect to the issuance of such new Series of Notes;

(F) if any new assets are being transferred to the Securitization Entities in connection with the issuance of such new Series of Notes, a true sale or true contribution opinion with respect to the transfer of such assets;

(ix) such other documents, instruments, certifications, agreements or other items as the initial purchaser of the new Series of Notes may reasonably require.

; provided that no new Series of Notes issued after the Closing Date may be issued with a Series Scheduled Maturity Date that will occur prior to the Series 2008-1 Adjusted Repayment Date (as defined in the Series 2008-1 Supplement) in effect from time to time; provided further, to the extent of any Required Amortization Amounts payable in connection with any new Series of Notes issued after the Closing Date, that the related Series Supplement shall specify that such Required Amortization Amounts be paid solely pursuant to clause eleventh of the Priority of Payments.

(c) Upon satisfaction, or waiver by the initial purchasers under the applicable Note Purchase Agreement (which waiver shall be in writing), as applicable, of the conditions set forth in Section 2.2(b), the Trustee shall authenticate and deliver, as provided above, such Series of Notes upon execution thereof by the Co-Issuers.

(d) With regard to any new Series of Notes issued pursuant to Section 2.2(b) that constitutes Senior Debt, the proceeds from such issuance may be used at any time prior to the Series Adjusted Repayment Date for the Initial Series of Notes to repay either Senior Debt or Subordinated Debt; provided, however, that at any time on or after the Series Adjusted Repayment Date for the Initial Series of Notes the proceeds from such issuance may only be used to repay Subordinated Debt if all Senior Debt has been repaid prior to such issuance as provided for in Section 8.35.

(e) With regard to any new Series of Notes issued pursuant to this Section 2.2 that constitutes Subordinated Debt, the proceeds from such issuance may be used at any time prior to the Series Adjusted Repayment Date for the Initial Series of Notes to repay either Senior Debt or Subordinated Debt; provided, however, that at any time on or after the Series Adjusted Repayment Date for the Initial Series of Notes no Series of Subordinated Notes may be issued under this Base Indenture unless the proceeds from such issuance are used to repay Senior Debt or all Outstanding Classes of Senior Debt have been refinanced prior to such issuance.

Section 2.3 Series Supplement for Each Series.

In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms of such new Series of Notes, which may include, without limitation:

(a) its name or designation;

(b) the Initial Principal Amount with respect to such Series;

(c) the Note Rate with respect to such Series and the applicable Default Rate;

(d) the Series Closing Date;

(e) the Series Scheduled Maturity Date, if any;

(f) the Series Legal Final Maturity Date;

(g) each Rating Agency rating such Series;

(h) the name of the Clearing Agency, if any;

(i) the names of the Collection Account Administrative Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein;

(j) the method of allocating amounts deposited into any Collection Account Administrative Account with respect to such Series;

(k) whether the Notes of such Series shall be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass;

(l) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date;

(m) whether the Notes of such Series may be issued in bearer form and any limitations imposed thereon;

(n) whether the Notes of such Series include Senior Notes and/or Subordinated Notes;

(o) whether the Notes of such Series include Variable Funding Senior Notes or Variable Funding Subfacilities issued pursuant to a Variable Funding Note Purchase Agreement;

(r) any other relevant terms of such Series of Notes that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series).

Section 2.4 Execution and Authentication.

(a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Co-Issuers by an Authorized Officer of each Co-Issuer and delivered by the Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of any Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.

(b) At any time and from time to time after the execution and delivery of this Base Indenture, the Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Co-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes.

(c) No Note shall be entitled to any benefit under the 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 below, duly executed by the Trustee by the manual or facsimile signature of a Trust Officer (and by the applicable non-U.S.

listing agent if (i) the Notes of the Series to which such Note belongs are listed on a non-U.S. stock exchange and (ii) the applicable rules and regulations governing the listing of such Notes on such non-U.S. stock exchange require such authentication by such non-U.S. listing agent). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Co-Issuers to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Notes of a Series issued under the within mentioned Indenture.

	U.S. Bank National Association, as Trustee


	By:
		Authorized Signatory

(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee or authenticating agent.

(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Co-Issuers, and the Co-Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Co-Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Section 2.5 Registrar and Paying Agent.

(a) The Co-Issuers shall (i) maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) appoint a paying agent (which shall satisfy the eligibility criteria set forth in Section 10.8(a)) (the “Paying Agent”) at whose office or agency Notes may be presented for payment. The Registrar shall keep a register of the Notes (including the name and address of each such Noteholder) and of their transfer and exchange (the “Note Register”). The Trustee shall indicate in its books and records the commitment of each Noteholder (in respect of Variable Funding Senior Notes) and the principal amount owing to each Noteholder from time to time. The Co-Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Paying Agent” shall include any additional paying agent and the term “Registrar” shall include any co-registrars. The Co-Issuers may change the Paying Agent or the Registrar without prior

notice to any Noteholder. The Co-Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Base Indenture. The Trustee is hereby initially appointed as the Registrar and the Paying Agent and shall send copies of all notices and demands received by the Trustee (other than those sent by the Co-Issuers to the Trustee and those addressed to the Co-Issuers) in connection with the Notes to the Co-Issuers.

(b) The Co-Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Base Indenture. Such agency agreement shall implement the provisions of this Base Indenture that relate to such Agent. If the Co-Issuers fail to maintain a Registrar or Paying Agent, the Trustee hereby agrees to act as such, and shall be entitled to appropriate compensation in accordance with this Base Indenture until the Co-Issuers shall appoint a replacement Registrar or Paying Agent, as applicable.

Section 2.6 Paying Agent to Hold Money in Trust.

(a) The Co-Issuers shall cause the Paying Agent (if the Paying Agent is not the Trustee) to execute and deliver to the Trustee an instrument in which the Paying Agent shall agree with the Trustee (and if the Trustee is the Paying Agent, it hereby so agrees), subject to the provisions of this Section 2.6, that the Paying Agent shall:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any default by any Co-Issuer of which it has Actual Knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by the Paying Agent;

(iv) immediately resign as the Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Trustee hereunder at the time of its appointment; and

(v) comply with all requirements of the Code and other applicable tax law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(b) The Co-Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, by Company Order direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent,

such sums to be held by the Trustee in trust upon the same terms as those upon which the sums were held in trust by the Paying Agent. Upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money.

(c) Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or the Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Co-Issuers upon delivery of a Company Request. The Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Co-Issuers for payment thereof (but only to the extent of the amounts so paid to the Co-Issuers), and all liability of the Trustee or the Paying Agent with respect to such trust money paid to the Co-Issuers shall thereupon cease; provided, however, that the Trustee or the Paying Agent, before being required to make any such repayment, may, at the expense of the Co-Issuers, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, and in a newspaper customarily published on each Business Day and of general circulation in London (and in the capital city of the related stock exchange where the related Series of Notes has been listed), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Co-Issuers. The Trustee may also adopt and employ, at the expense of the Co-Issuers, any other commercially reasonable means of notification of such repayment.

Section 2.7 Noteholder List.

(a) The Trustee shall furnish or cause to be furnished by the Registrar to the Co-Issuers, the Master Manager, the Paying Agent or any Variable Funding Administrative Agent, (i) on each Payment Date, and (ii) within five (5) Business Days after receipt by the Trustee of a request therefor from the Co-Issuers, the Master Manager, the Paying Agent or such Variable Funding Administrative Agent, respectively, in writing, the names and addresses of the Noteholders of each Series as of the most recent Record Date for payments to such Noteholders. Unless otherwise provided in the applicable Series Supplement, holders of Notes of any Series having an aggregate Outstanding Principal Amount of not less than 10% of the aggregate Outstanding Principal Amount of such Series (the “Applicants”) may apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other Noteholders of such Series or any other Series with respect to their rights under the Indenture or under the Notes and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Co-Issuers notice that such request has been made, within five (5) Business Days after the receipt of such application. Such list shall be as of a date no more than forty-five (45) days prior to the date of receipt of such Applicants’ request. Every Noteholder, by receiving and holding a

Note, agrees with the Trustee that none of the Trustee, the Registrar or any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders hereunder, regardless of the source from which such information was obtained.

(b) The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders of each Series of Notes. If the Trustee is not the Registrar, the Co-Issuers shall furnish to the Trustee at least seven (7) Business Days before each Payment Date and at such other time as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders of each Series of Notes.

Section 2.8 Transfer and Exchange.

(a) Upon surrender for registration of transfer of any Note at the office or agency of the Registrar, if the requirements of Section 2.8(f) and Section 8-401(a) of the New York UCC are met, the Co-Issuers shall execute and, after the Co-Issuers have executed, the Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Series and Class (and, if applicable, Subclass) and a like original aggregate principal amount of the Notes so transferred. At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series and Class in authorized denominations of like original aggregate principal amount of the Notes so exchanged, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose. Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 2.8(f) and Section 8-401(a) of the New York UCC are met, the Co-Issuers shall execute, and after the Co-Issuers have executed, the Trustee upon receipt of a Company Order shall authenticate and deliver to the Noteholder, the Notes which the Noteholder making the exchange is entitled to receive.

(b) Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing with a medallion signature guarantee and (ii) accompanied by such other documents as the Trustee may require. The Co-Issuers shall execute and deliver to the Trustee or the Registrar, as applicable, Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under the Indenture and the Notes.

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

(d) The preceding provisions of this Section 2.8 notwithstanding, (i) the Trustee or the Registrar, as the case may be, shall not be required to register the

transfer or exchange of any Note of any Series for a period of fifteen (15) days preceding the due date for payment in full of the Notes of such Series and (ii) no assignment or transfer of a Note or any commitment in respect thereof shall be effective until such assignment or transfer shall have been recorded in the Note Register and in the books and records of the Trustee, as applicable, pursuant to Section 2.5.

(e) Unless otherwise provided in the applicable Series Supplement, no service charge shall be payable for any registration of transfer or exchange of Notes, but the Co-Issuers or the Registrar may require payment by the Noteholder of a sum sufficient to cover any Tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.

(f) Unless otherwise provided in the applicable Series Supplement, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Notes (which legend shall be set forth in the applicable Series Supplement) shall be effected only if the conditions set forth in such applicable Series Supplement are satisfied. Notwithstanding any other provision of this Section 2.8 and except as otherwise provided in Section 2.12, the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series, or to a successor Clearing Agency for such Series selected or approved by the Co-Issuers or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and Section 2.12.

(g) If the Notes of any Series are listed on a non-US stock exchange, the Trustee or the applicable non-US listing agent, as the case may be, shall send to the Co-Issuers upon any transfer or exchange of any such Note information reflected in the copy of the register for the Notes maintained by the Registrar or the applicable non-US listing agent, as the case may be.

Section 2.9 Persons Deemed Owners.

Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Co-Issuers may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or any Co-Issuer shall be affected by notice to the contrary.

Section 2.10 Replacement Notes.

(a) If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Co-Issuers and the Trustee harmless then, provided that the requirements of Section 2.8(f) and Section 8-405 of the New York UCC are met, the Co-Issuers shall execute and upon receipt by the Trustee of a Company Request, the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost

or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven (7) days shall be, due and payable, instead of issuing a replacement Note, the Co-Issuers may instruct the Paying Agent to pay such destroyed, lost or stolen Note when so due or payable 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 protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Co-Issuers and the 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 any assignee of such Person, except a protected 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 Co-Issuers or the Trustee in connection therewith.

(b) Upon the issuance of any replacement Note under this Section 2.10, the Co-Issuers may require the payment by the Holder of such Note 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 Trustee) connected therewith.

(c) Every replacement Note issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Co-Issuers, and such replacement Note shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Notes duly issued under the Indenture (in accordance with the priorities and other terms set forth herein and in each applicable Series Supplement).

(d) The provisions of this Section 2.10 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 2.11 Treasury Notes.

In determining whether the Noteholders of the required Aggregate Outstanding Principal Amount of Notes or the required Outstanding Principal Amount of any Series or any Class of any Series of Notes, as the case may be, have concurred in any direction, waiver or consent, Notes owned, legally or beneficially, by any Co-Issuer or any Affiliate of any Co-Issuer shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which a Trust Officer has received written notice of such ownership shall be so disregarded. Absent written notice to a Trust Officer of such ownership, the Trustee shall not be deemed to have knowledge of the identity of the individual Note Owners.

Section 2.12 Book-Entry Notes.

(a) Unless otherwise provided in any applicable Series Supplement, the Notes of each Class of each Series, upon original issuance, shall be issued in the form of typewritten Notes representing Book-Entry Notes and delivered to the depository (or its custodian) specified in such Series Supplement (the “Depository”) which shall be the Clearing Agency on behalf of such Series or such Class. The Notes of each Class of each Series shall, unless otherwise provided in the applicable Series Supplement, initially be registered on the Note Register in the name of the Clearing Agency or the nominee of the Clearing Agency. No Note Owner shall receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.13. Unless and until definitive, fully registered Notes of any Series or any Class of any Series (“Definitive Notes”) have been issued to Note Owners pursuant to Section 2.13:

(i) the provisions of this Section 2.12 shall be in full force and effect with respect to each such Series;

(ii) the Co-Issuers, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of, premium, if any, and interest on the Notes and the giving of instructions or directions hereunder or under the applicable Series Supplement) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section 2.12 conflict with any other provisions of the Indenture, the provisions of this Section 2.12 shall control with respect to each such Class or Series of the Notes;

(iv) the rights of Note Owners of each such Class or Series of Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered Holder of the Notes of such Series for distribution to the Note Owners in accordance with the procedures of the Clearing Agency; and

(v) whenever the Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Aggregate Outstanding Principal Amount of Notes or the aggregate Outstanding Principal Amount of a Series or Class of a Series of Notes, the applicable 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 their related Clearing Agency Participants owning or representing,

respectively, such required percentage of the beneficial interest in the Outstanding Notes or such Series or such Class of such Series of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Trustee.

(b) Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.13, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal, premium, if any, and interest on the Notes to such Clearing Agency Participants.

(c) Whenever notice or other communication to the Noteholders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Trustee and the Co-Issuers shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners.

Section 2.13 Definitive Notes.

(a) The Notes of any Series or Class of any Series, to the extent provided in the related Series Supplement, upon original issuance, may be issued in the form of Definitive Notes. All Variable Funding Senior Notes of any Series shall be issued in the form of Definitive Notes. The applicable Series Supplement shall set forth the legend relating to the restrictions on transfer of such Definitive Notes and such other restrictions as may be applicable.

(b) With respect to the Notes of any Series or Class of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Co-Issuers advise the Trustee in writing that the Clearing Agency with respect to any such Series of Notes is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) the Trustee or the Co-Issuers are unable to locate a qualified successor, (ii) the Co-Issuers, at their option, advise the Trustee in writing that they elect to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of any Series of Notes Outstanding issued in the form of Book-Entry Notes or (iii) after the occurrence of an Early Amortization Event, with respect to any Series of Notes Outstanding, Note Owners holding a beneficial interest in excess of 50% of the aggregate Outstanding Principal Amount of such Series of Notes advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of such Note Owners, the Trustee shall notify all Note Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series. Upon surrender to the Trustee of the Notes of such Series by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency for registration, the Co-Issuers shall execute and the Trustee shall authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes in accordance with the instructions of the Clearing Agency. Neither the Co-Issuers nor the Trustee shall be

liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of such Series or Class of such Series of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series or Class of such Series as Noteholders of such Series or Class of such Series hereunder and under the applicable Series Supplement.

Section 2.14 Cancellation.

The Co-Issuers may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Co-Issuers may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes properly surrendered for registration of transfer, exchange, payment, replacement or cancellation. Except as provided in any Variable Funding Note Purchase Agreement executed and delivered in connection with the issuance of any Series or any Class of any Series of Notes, the Co-Issuers may not issue new Notes to replace Notes that they have redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures unless the Co-Issuers shall direct that cancelled Notes be returned to them for destruction pursuant to a Company Order. No cancelled Notes may be reissued.

Section 2.15 Principal and Interest.

(a) The principal of and premium, if any, on each Series of Notes shall be due and payable at the times and in the amounts set forth in the applicable Series Supplement and in accordance with the Sections 5.13 and 5.14.

(b) Each Series of Notes shall accrue interest as provided in the applicable Series Supplement, and such interest shall be due and payable for such Series on each Payment Date in accordance with Sections 5.13 and 5.14.

(c) Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Record Date with respect to a Payment Date for such Note, or any date on which payments are permitted to be made as provided for in the Indenture, shall be entitled to receive the principal, premium, if any, and interest payable on such Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date. Any interest payable at maturity of a Note shall be paid to the Person to whom the principal of such Note is payable.

(d) If the Co-Issuers default in the payment of interest on the Notes of any Series, such interest, to the extent paid on any date that is more than five (5) Business

Days after the applicable due date, shall, at the option of the Co-Issuers (with written notice to the Trustee of such election), cease to be payable to the Persons who were Noteholders of such Series on the applicable Record Date, and the Co-Issuers shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Noteholders of such Series on a subsequent special record date which date shall be at least five (5) Business Days prior to the date on which such interest is to be paid, at the rate provided in the applicable Series Supplement and in the Notes of such Series. The Co-Issuers shall fix or cause to be fixed each such special record date and related payment date, and at least fifteen (15) days before the special record date, the Co-Issuers (or the Trustee, in the name of and at the expense of the Co-Issuers) shall mail to Noteholders of such Series a notice that states the special record date, the related payment date and the amount of such interest to be paid.

(e) Pursuant to the authority of the Paying Agent under Section 2.6, the Paying Agent shall make all payments of interest on the Notes net of any applicable withholding taxes and Noteholders shall be treated as having received as payments of interest any amounts withheld with respect to such withholding taxes.

Section 2.16 Tax Treatment.

The Co-Issuers have structured the Indenture and the Notes have been (or will be) issued with the intention that the Notes will qualify under applicable tax law as indebtedness of the Co-Issuers or, if any of the Co-Issuers is disregarded as an entity separate from its owner, such owner and any entity acquiring any direct or indirect interest in any Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) agrees to treat the Notes (or beneficial interests therein) for all purposes of federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is disregarded as an entity separate from its owner, such owner.

ARTICLE III

SECURITY

Section 3.1 Grant of Security Interest.

(a) Subject to the terms and conditions of this Indenture, to secure the Obligations, each Co-Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in, each Co-Issuer’s right, title and interest in all of the following property to the extent now owned or at any time hereafter acquired by such Co-Issuer (collectively, the “Collateral”):

(i) (A) the Collateral Bulk Gases Business Documents, including, without limitation, all monies due and to become due to such Co-Issuer under or in connection with the Collateral Bulk Gases Business Documents,

whether payable as fees, rent, expenses, costs, indemnities, dividends, distributions, insurance recoveries, damages for the breach of any of the Collateral Bulk Gases Business Documents, termination payments or otherwise, and all security and supporting obligations for such amounts payable thereunder and (B) all rights, remedies, powers, privileges and claims of such Co-Issuer against any other party under or with respect to the Collateral Bulk Gases Business Documents (whether arising pursuant to the terms of the Customer Contracts or otherwise available to such Co-Issuer at law or in equity), including the right to enforce any of the Collateral Bulk Gases Business Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Collateral Bulk Gases Business Documents or the obligations of any party thereunder;

(ii) without limitation of clause (i) above, the Supply Contracts, the Equipment, the Delivery Truck Leases, the Real Estate Leases, and all other related assets such as the (800) number for the Call Center, all related systems, records and software including, without limitation, all monies due and to become due to such Co-Issuer under or in connection with any of the foregoing, whether payable as refunds, rebates, fees, rent, expenses, costs, indemnities, dividends, distributions, insurance recoveries, damages for the breach of any agreement, termination payments or otherwise, and all security and supporting obligations for such amounts payable thereunder and (B) all rights, remedies, powers, privileges and claims of such Co-Issuer against any other party under or with respect to any of the foregoing (whether arising pursuant to the terms of any of the foregoing or otherwise available to such Co-Issuer at law or in equity), including the right to enforce any of the foregoing and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to any of the foregoing or the obligations of any party thereunder;

(iii) the Collateral Transaction Documents, including, without limitation, all monies due and to become due to such Co-Issuer under or in connection with the Collateral Transaction Documents, whether payable as fees, rent, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Collateral Transaction Documents or otherwise, all security and supporting obligations for amounts payable hereunder and thereunder and performance of all obligations hereunder and thereunder, including, without limitation, (A) all rights of such Co-Issuer to the Securitization IP under the Securitization IP License Agreement to which such Co-Issuer is a party and (B) all rights of such Co-Issuer under the Transaction Management Agreement, all rights of such Co-Issuer in respect of the Master Management Agreement and all rights of such Co-Issuer under the Replacement Management Agreement, and in and to all records, reports and documents in which they have any interest thereunder, and all rights, remedies, powers, privileges and claims of such Co-Issuer against any other party under or with respect to the Collateral Transaction Documents (whether arising pursuant to the terms of the Collateral Transaction Documents or otherwise available to such Co-Issuer at law or in equity), including the right to enforce any of the Collateral Transaction Documents and to

give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Collateral Transaction Documents or the obligations of any party thereunder;

(iv) the Equity Interests of any Person owned by any Co-Issuer including, without limitation, the membership interests in the Contract Holder, the Equipment Holder and the IP Holder and the preferred membership interest in the Employee Company, and all rights as a member or shareholder of each such Person under the Charter Documents of each such Person, including, without limitation, all moneys and other property distributable thereunder to any such Co-Issuer and all rights, remedies, powers, privileges and claims of such Co-Issuer against any other party under or with respect to each such Charter Document (whether arising pursuant to the terms of such Charter Document or otherwise available to such Co-Issuer at law or in equity), including the right to enforce each such Charter Document and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to each such Charter Document;

(v) the Securitization IP, including all Proceeds and products of the foregoing, including all goodwill symbolized by or associated with the Trademarks included in the Securitization IP; provided that the grant of a security interest hereunder shall not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest, including, without limitation, all such United States Trademark applications that are based on an intent-to-use, unless and until such time that the grant and/or enforcement of the security interest will not cause such Trademark to be deemed invalidated, canceled or abandoned; provided further that the grant of a security interest hereunder shall not include any Third Party IP License Agreements that cannot be assigned to the IP Holder on or prior to the Closing Date;

(vi) the Concentration Account, the Equipment Holder Master Account, the Equipment Holder Operating Account, the Equipment Holder CAPEX Account, the Insurance Proceeds Reserve Account, the Tax Reserve Account and all other Securitization Entity Accounts, each Account Agreement related thereto and all monies and other property (including Investment Property and Financial Assets) on deposit or credited from time to time in each such account and all Proceeds thereof; provided that, for avoidance of doubt, the Surplus Account and the Employee Company Account, and all monies and other property (including Investment Property and Financial Assets) on deposit or credited from time to time in each such account and all Proceeds thereof shall not constitute part of the Collateral or be subject to the Lien of the Indenture;

(vii) the Collection Account and any sub-account thereof, the Cash Trap Reserve Account, the Contributions Reserve Account, the Termination Amount Reserve Account, the Hedge Payment Account, the Enhancement Payment Account and (subject to clause (viii) and the related proviso below) all

(viii) the Senior Note Interest Reserve Account, any Account Agreement related thereto and all monies and other property (including Investment Property and Financial Assets) on deposit or credited from time to time in each such account and all Proceeds thereof;

(x) all other assets of the Co-Issuers now owned or at any time hereafter acquired by such Co-Issuer, including, without limitation, all of the following (each as defined in the New York UCC): all accounts, chattel paper, deposit accounts, documents, general intangibles, equipment, goods, instruments, securities accounts and other investment property, commercial tort claims, letter-of-credit rights, letters of credit and money;

(xi) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by such Co-Issuer or by anyone on its behalf; and

(xii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees and other supporting obligations given by any Person with respect to any of the foregoing;

provided, that the security interest set forth in clause (viii) above, shall only be for the benefit of the Senior Noteholders and the Trustee, solely in its capacity as trustee for the Senior Noteholders; and

provided, further, that:

(A) in no event shall the security interest granted under this Section 3.1 attach to any lease, license, contract, property rights or agreement to which any Securitization Entity is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Securitization Entity therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any

successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity);

(B) the Collateral shall include and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in subclauses (i) or (ii) of the preceding clause (A); and

(C) the exclusion in Section 3.1(a)(A) above shall in no way be construed (y) so as to limit, impair, or otherwise affect the Trustee’s continuing security interests in and Liens upon any rights or interests of any Securitization Entity in or to monies due or to become due under any such lease, license, contract, property rights or agreement to which such Securitization Entity is a party or (z) to limit, impair, or otherwise affect the Trustee’s continuing security interests in and Liens upon any rights or interests of any Securitization Entity in and to any proceeds from the sale, license, lease, or other dispositions of any such any such lease, license, contract, property rights or agreement to which such Securitization Entity is a party.

The Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement or in the applicable provisions of this Base Indenture).

(b) The parties hereto agree and acknowledge that a portion of the Collateral relating to certificated Equity Interests may be held by a custodian on behalf of the Trustee, as directed by the Co-Issuers pursuant to a Company Order.

Section 3.2 Certain Rights and Obligations of the Co-Issuers Unaffected.

(a) Notwithstanding the grant of the security interest in the Collateral hereunder to the Trustee, on behalf of the Secured Parties, the Co-Issuers acknowledge that the Transaction Manager, on behalf of the Securitization Entities, including, without limitation, the IP Holder, shall, subject to the terms and conditions of the Transaction Management Agreement, nevertheless have the right, subject to the Trustee’s right to revoke such right, in whole or in part, in the event of the occurrence and continuation of an Event of Default, (i) to give all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required or permitted to be given under the Collateral Documents, and to enforce all rights, remedies, powers, privileges and claims of each Co-Issuer under the Collateral Documents, (ii) to give all consents, requests, notices, directions and approvals, if any, which are required or permitted to be given by any Co-Issuer under any Third Party IP License Agreement to which such Co-Issuer is a

party and (iii) to take any and all other actions required or permitted under the terms of the Transaction Management Agreement.

(b) The grant of the security interest by the Co-Issuers in the Collateral to the Trustee on behalf of the Secured Parties shall not (i) relieve any Co-Issuer from the performance of any term, covenant, condition or agreement on such Co-Issuer’s part to be performed or observed under or in connection with any of the Collateral Documents or (ii) impose any obligation on the Trustee or any of the Secured Parties to perform or observe any such term, covenant, condition or agreement on such Co-Issuer’s part to be so performed or observed or impose any liability on the Trustee or any of the Secured Parties for any act or omission on the part of such Co-Issuer or from any breach of any representation or warranty on the part of such Co-Issuer.

(c) Each Co-Issuer hereby jointly and severally agrees to indemnify and hold harmless the Trustee (including its directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, and reasonable out-of-pocket costs and expenses arising out of or resulting from the security interest granted hereby, whether arising by virtue of any act or omission on the part of such Co-Issuer or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee in enforcing the Indenture or any other Related Document or preserving any of its rights to, or realizing upon, any of the Collateral; provided, however, that the foregoing indemnification shall not extend to any action by the Trustee which constitutes negligence, bad faith or willful misconduct by the Trustee or any other indemnified person hereunder. The indemnification provided for in this Section 3.2 shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of this Base Indenture or any Series Supplement.

Section 3.3 Performance of Collateral Documents.

Upon the occurrence of a default or breach by any Person party to (a) a Collateral Transaction Document or (b) a Collateral Bulk Gases Business Document (only if a Master Manager Default, Transaction Manager Default or an Event of Default has occurred and is continuing), promptly following a written request from the Trustee to do so and at the Co-Issuers’ expense, the Co-Issuers agree to take all such lawful action as permitted under this Base Indenture as the Trustee (acting at the direction of the Control Party) may reasonably request to compel or secure the performance and observance by such Person of its obligations to the Co-Issuers, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Co-Issuers to the extent and in the manner directed by the Trustee (acting at the direction of the Control Party), including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by such Person of its obligations thereunder. If (i) the Co-Issuers shall have failed, within fifteen (15) days of receiving the direction of the Trustee to take action to accomplish such directions of the Trustee, (ii) the Co-Issuers refuse to take any such action or (iii) the Control Party determines on a commercially reasonable basis that such action must be

taken immediately, in any such case the Trustee shall take, at the expense of the Co-Issuers, such previously directed action and any related action permitted under this Base Indenture which the Control Party thereafter determines on a commercially reasonable basis is appropriate (without the need under this provision or any other provision under this Base Indenture to direct the Co-Issuers to take such action), on behalf of the Co-Issuers and the Secured Parties.

Section 3.4 Stamp, Other Similar Taxes and Filing Fees.

Except as provided in Section 2.8(e), the Co-Issuers shall jointly and severally indemnify and hold harmless the Trustee and each Secured Party from any present or future claim for liability for any stamp, documentary or other similar Tax and any penalties or interest and expenses with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Indenture, any other Related Document or any Collateral. Except as provided in Section 2.8(e), the Co-Issuers shall pay, and jointly and severally indemnify and hold harmless each Secured Party against, any and all amounts in respect of, all search, filing, recording and registration fees and Taxes, excise Taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Indenture or any other Related Document.

Section 3.5 Authorization to File Financing Statements.

(a) The Co-Issuers hereby irrevocably authorize the Secured Parties at any time and from time to time during the term of this Indenture to file or record in any filing office in any applicable jurisdiction, including the PTO, financing statements and other filing or recording documents or instruments with respect to the Collateral, including, without limitation, any and all Securitization IP, to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Collateral includes (a) “all assets” or words of similar effect or import regardless of whether any particular assets comprised in the Collateral fall within the scope of Article 9 of the UCC, including, without limitation, any and all Securitization IP (other than applications for Trademarks as described in Section 3.1(a)(v) above), or (b) as being of an equal or lesser scope or with greater detail. The Co-Issuers agree to furnish any information necessary to accomplish the foregoing promptly upon the Trustee’s request. The Co-Issuers also hereby ratify and authorize the filing on behalf of the Secured Parties of any financing statement with respect to the Collateral made prior to the date hereof.

(b) Each Co-Issuer acknowledges that the Collateral includes certain rights of the Co-Issuers as secured parties under the Related Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect such security interests and authorizes the Secured Parties to make such filings they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements.

ARTICLE IV

REPORTS

Section 4.1 Reports and Instructions to Trustee.

(a) Weekly Manager’s Certificate. On each Weekly Reporting Date, the Transaction Manager (on behalf of the Co-Issuers) shall furnish, or cause to be furnished, to the Trustee, the Administrative Agent, the Replacement Manager and the Rating Agencies a certificate containing at least the information set forth in Exhibit A attached hereto (each certificate, a “Weekly Manager’s Certificate”). Notwithstanding anything to the contrary herein, the document attached hereto as Exhibit A as of the date hereof, shall be replaced by the Transaction Manager (on behalf of the Co-Issuers), acting in its sole discretion, following the Closing Date with an actual form of Weekly Manager’s Certificate; provided that such form of Weekly Manager’s Certificate shall include at least all of the information set forth in the document attached hereto as Exhibit A as of the date hereof. Copies of such form of Weekly Manager’s Certificate shall be furnished by the Co-Issuers or by the Transaction Manager (on behalf of the Co-Issuers) to the Trustee, the Administrative Agent, the Replacement Manager, and the Rating Agencies.

(b) Monthly Manager’s Certificate. On or before each Determination Date, the Transaction Manager (on behalf of the Co-Issuers) shall furnish, or cause to be furnished, to the Trustee, the Master Manager, the Administrative Agent, the Rating Agencies, the Replacement Manager and the Paying Agent a certificate containing at least the information set forth in Exhibit B attached hereto (each certificate, a “Monthly Manager’s Certificate”). Notwithstanding anything to the contrary herein, the document attached hereto as Exhibit B as of the date hereof, shall be replaced by the Transaction Manager (on behalf of the Co-Issuers), acting in its sole discretion, following the Closing Date with an actual form of Monthly Manager’s Certificate; provided that such form of Monthly Manager’s Certificate shall include at least all of the information set forth in the document attached hereto as Exhibit B as of the date hereof. Copies of such form of Monthly Manager’s Certificate shall be furnished by the Co-Issuers or by the Transaction Manager (on behalf of the Co-Issuers) to the Trustee, the Administrative Agent, the Replacement Manager, the Master Manager, the Paying Agent and the Rating Agencies.

(c) Noteholders’ Statement. On or before each Determination Date, the Transaction Manager (on behalf of the Co-Issuers) shall furnish, or cause to be furnished, to the Trustee, the Administrative Agent, the Replacement Manager and the Rating Agencies a Noteholders’ Statement with respect to each Series of Notes substantially in the form provided in the applicable Series Supplement.

(d) Compliance Certificates. On or before each Determination Date, the Transaction Manager (on behalf of the Co-Issuers) shall deliver, or cause to be delivered, to the Trustee, the Administrative Agent, the Replacement Manager and the Rating Agencies an Officer’s Certificate, substantially in the form of Exhibit E attached hereto (each a “Compliance Certificate”), to the effect that, except as has been provided

in a notice delivered pursuant to Section 8.8, no Early Amortization Event or Event of Default has occurred or is continuing.

(e) Annual Accountants’ Reports. As soon as available to the Transaction Manager pursuant to Section 6.1(a) of the Transaction Management Agreement, the Transaction Manager (on behalf of the Co-Issuers) shall furnish, or cause to be furnished, to the Trustee, the Administrative Agent, the Replacement Manager and the Rating Agencies the reports of the Independent Accountants required to be delivered to the Transaction Manager by the Master Manager.

In the event the Independent Accountants require the Trustee or the Administrative Agent to agree to the procedures performed by such firm, the Transaction Manager shall direct the Trustee and/or the Administrative Agent in writing to so agree, it being understood and agreed that the Trustee and/or the Administrative Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Transaction Manager, and neither the Trustee nor the Administrative Agent shall make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

(f) Master Issuer Financial Statements. The Master Issuer shall furnish, or cause to be furnished by the Transaction Manager, to the Trustee, the Administrative Agent, the Replacement Manager and the Rating Agencies with respect to each Series of Notes Outstanding the following financial statements:

(i) as soon as available and in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year (or, within sixty (60) days after the end of the first fiscal quarter ending after the Closing Date), unaudited consolidated balance sheets of the Master Issuer as of the end of such quarter and unaudited consolidated statements of income and cash flows of the Master Issuer for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter; and

(ii) as soon as available and in any event within ninety (90) days after the end of each fiscal year, audited consolidated balance sheets of the Master Issuer as of the end of such fiscal year and audited consolidated statements of income and cash flows of the Master Issuer for such fiscal year, setting forth in comparative form the figures for the previous fiscal year prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Accountants stating that such audited financial statements present fairly, in all material respects, the financial position of the companies being reported on and their results of operations and have been prepared in accordance with GAAP.

(g) NuCO2 Financial Statements. The Master Issuer shall furnish, or cause to be furnished by the Master Manager, to the Trustee, the Administrative Agent, the Replacement Manager and the Rating Agencies with respect to each Series of Notes Outstanding the following financial statements:

(i) as soon as available and in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year (or, within sixty (60) days after the end of the first fiscal quarter ending after the Closing Date), an unaudited consolidated balance sheet of NuCO2 as of the end of each of the first three quarters of each fiscal year and unaudited consolidated statements of income and cash flows of NuCO2 for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter; and

(ii) as soon as available and in any event within ninety (90) days after the end of each fiscal year, an audited consolidated balance sheet of NuCO2 as of the end of each fiscal year and audited consolidated statements of income and cash flows of NuCO2 for such fiscal year, setting forth in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Accountants stating that such audited consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported on and their results of operations and have been prepared in accordance with GAAP.

(h) Quarterly Customer Contracts Report. So long as the Series 2008-1 Class A Notes are Outstanding, the Master Issuer shall furnish, or cause to be furnished by the Transaction Manager, to the Rating Agencies, the Trustee, the Administrative Agent and the Replacement Manager, within 45 days after the end of each quarter, a report setting forth the activation and attrition rates with respect to Customer Contracts for such quarter, substantially in the form of Exhibit G attached hereto (each, a “Quarterly Customer Contracts Report”).

(i) Additional Information. The Master Issuer shall furnish, or cause to be furnished, from time to time such additional information regarding the financial position, results of operations or business of NuCO2, the Employee Company, the Master Issuer or any Securitization Entity as the Trustee, the Control Party or any Rating Agency may reasonably request.

(j) Instructions as to Withdrawals and Payments. The Master Issuer shall furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable, written instructions to make withdrawals and payments from the Collection Account and any other Base Indenture Account or Series Account and to make drawings under any Enhancement, as contemplated herein and in any Series Supplement. The Trustee and the Paying Agent shall promptly follow any such written instructions.

(k) Replacement Manager Reports. The Master Issuer shall furnish to the Replacement Manager all reports required pursuant to, and in compliance with, the Replacement Management Agreement.

Section 4.2 Annual Noteholders’ Tax Statement.

Unless otherwise specified in the applicable Series Supplement, on or before January 31 of each calendar year, beginning with calendar year 2009, the Paying Agent shall furnish to each Person who at any time during the preceding calendar year was a Noteholder a statement prepared by the Master Issuer, or by the Transaction Manager on its behalf, containing the information which is required to be contained in the Noteholders’ Statements with respect to each Series of Notes aggregated for such calendar year or the applicable portion thereof during which such Person was a Noteholder, together with such other customary information (consistent with the treatment of the Notes as indebtedness) as the Master Issuer, or the Transaction Manager on its behalf, deems necessary or desirable to enable the Noteholders to prepare their tax returns (each such statement, an “Annual Noteholders’ Tax Statement”). Such obligations of the Master Issuer to prepare, or cause to be prepared, and the Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code or other applicable tax law as from time to time in effect.

Section 4.3 Rule 144A Information.

For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Co-Issuers agree to provide to any Noteholder or Note Owner and to any prospective purchaser of Notes designated by such Noteholder or Note Owner upon the request of such Noteholder or Note Owner or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Act.

Section 4.4 Reports, Financial Statements and Other Information to Noteholders.

The Trustee shall make the Weekly Manager’s Certificates, the Compliance Certificates, the Monthly Manager’s Certificates and the Noteholders’ Statements and any other notice or report received from or on behalf of the Co-Issuers and the Administrative Agent pursuant to any Related Document available to Noteholders, Note Owners and the Rating Agencies via the Trustee’s internet website at www.usbank.com/abs.com. Assistance in using such website can be obtained by calling the Trustee’s customer service desk at (800) 934-6802; provided, however, that as a condition to access to the Trustee’s website, the Trustee shall require each Noteholder or Note Owner accessing its website to register as a Noteholder or Note Owner, as the case may be, and to make a confirmation in form and content similar to Exhibit F attached hereto; provided further that no prospective purchaser shall have access to the aforementioned information posted on the Trustee’s website, unless such prospective purchaser certifies pursuant to a form similar in content to Exhibit F attached hereto (or pursuant to such other form satisfactory to the Trustee) that it is requesting such information solely for use in evaluating its investment in any Series of Notes and will

otherwise keep such information confidential. The Trustee shall have the right to change the way such statements are electronically distributed in order to make such distribution more convenient and/or more accessible to the above parties, and the Trustee shall provide timely and adequate notification to all above Persons regarding any such changes. In addition, at the written request of any Noteholder, any Note Owner or any prospective purchaser of Notes designated by a Noteholder or Note Owner, the Trustee shall send hard copies to such Noteholder, Note Owner or prospective purchaser of any of the Related Documents or any of the following documents received by the Trustee under the Indenture: Monthly Manager’s Certificates, Noteholders’ Statements, Officer’s Certificates required to be furnished to the Trustee pursuant to Section 4.1, reports of the Independent Accountants furnished to the Trustee pursuant to the Master Management Agreement and financial statements required to be furnished to the Trustee pursuant to Section 4.1; provided, however, that (i) prior to furnishing any such reports or certificates to any Noteholder or Note Owner, the Trustee shall receive from such Noteholder or Note Owner a confirmation, substantially in the form of Exhibit F, executed by such Noteholder or Note Owner to the effect that, in the case of a Note Owner, such Person is a beneficial holder of Notes and, in each case, such Person is requesting the information solely for use in evaluating such Person’s investment in Notes, shall otherwise keep such information confidential and (ii) prior to furnishing any such reports or certificates to any prospective purchaser of Notes designated by a Noteholder or Note Owner, the Trustee shall receive from such prospective purchaser of Notes a confirmation, substantially in the form of Exhibit F, executed by such prospective purchaser to the effect that such Person is a prospective transferee of Notes, is requesting the information solely for use in evaluating a possible investment in Notes, shall otherwise keep such information confidential.

Section 4.5 Transaction Manager.

Pursuant to the Transaction Management Agreement, the Transaction Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer and the other Co-Issuers. The Noteholders by their acceptance of the Notes consent to the provision of such reports and notices to the Trustee by the Transaction Manager, where applicable, in lieu of by the Master Issuer or any other Co-Issuer. Any such reports and notices that are required to be delivered to the Noteholders hereunder shall be delivered by the Trustee. The Trustee shall have no obligation whatsoever to verify, reconfirm or recalculate any information or material contained in any of the reports, financial statements or other information delivered to it pursuant to this Article IV or the Transaction Management Agreement. All distributions, allocations, remittances and payments to be made by the Trustee or the Paying Agent hereunder or under any Supplement or Variable Funding Note Purchase Agreement shall be made based solely upon the most recently delivered written reports and instructions provided to the Trustee or Paying Agent, as the case may be, by the Transaction Manager.

ARTICLE V

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1 Concentration Account.

(a) Establishment of the Concentration Account. On or prior to the Closing Date, title to the account to be designated as the “Concentration Account” shall be transferred to the Master Issuer as agent on behalf of the Contract Holder. Such account, as of the Closing Date and at all times thereafter, shall be (A) owned by the Contract Holder, (B) pledged to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (C) subject to an Account Control Agreement. The Concentration Account shall be an Eligible Account. If the Concentration Account is at any time no longer an Eligible Account or the Master Issuer decides to establish a new Concentration Account for any other reason, the Master Issuer shall notify the Trustee and establish a new Concentration Account that is an Eligible Account, that is owned by the Contract Holder, and that is pledged to the Trustee for the benefit of the Secured Parties and subject to an Account Control Agreement; provided that if the new Concentration Account is established as a result of the existing Concentration Account no longer being an Eligible Account, then notice to the Trustee and the establishment of a new Concentration Account (subject to an Account Control Agreement) satisfying all the requirements set forth in the first part of this sentence will be accomplished within ten (10) Business Days of obtaining knowledge that such Concentration Account is no longer an Eligible Account. If a new Concentration Account is established as a result of the existing Concentration Account no longer being an Eligible Account or for any other reason, the Master Issuer shall transfer all cash and investments from the existing Concentration Account into the new Concentration Account. Subject to the applicable Account Control Agreement, the Concentration Account shall be maintained by the Transaction Manager on behalf of the Contract Holder.

(b) Deposits. The Transaction Manager shall deposit (or cause to be deposited) the following amounts into the Concentration Account within two (2) Business Days of receipt thereof:

(i) all Customer Collections;

(ii) any reimbursements due the Contract Holder from the Equipment Holder in connection with any payments made to third parties by the Contract Holder on behalf of the Equipment Holder, including, without limitation, in respect of any checks originally issued on or prior to the Closing Date by NuCO2, in connection with the Bulk Gases Business but transferred to the Contract Holder as a result of the applicable Contribution Agreements; and

(iii) all Customer Location Equipment Resale Revenues.

(c) Withdrawals. The Transaction Manager shall be permitted or required, in accordance with this Indenture, to withdraw amounts on deposit in the Concentration Account as follows:

(i) on each Weekly Allocation Date, to deposit to the Equipment Holder Master Account:

(A) the applicable Delivery and Customer Services Fees;

(B) to the extent of Customer Location Equipment Resale Revenues received in the Concentration Account during the preceding Weekly Collection Period, an amount equal to the related Customer Location Equipment Costs;

(C) the applicable Sales Tax Reimbursements;

(D) the applicable Property Tax Reimbursements; and

(E) the Customer Deposits deposited to the Concentration Account during the preceding Weekly Collection Period.

(ii) on an as needed basis, to make such payments to third parties in respect of any checks originally issued on or prior to the Closing Date by NuCO2, in connection with the Bulk Gases Business but transferred to the Contract Holder as a result of the applicable Contribution Agreements; and

(iii) on a monthly basis on the last Weekly Allocation Date of each calendar month (after giving effect to the deposits contemplated under clause (i) above), to deposit to the Collection Account all amounts remaining in the Concentration Account after giving effect to the payments, transfers and other withdrawals described above.

(d) Administration of the Concentration Account. All amounts held in the Concentration Account shall be invested in Permitted Investments at the written direction of the Master Issuer, or the Transaction Manager on the Master Issuer’s behalf, and such amounts may be transferred by the Master Issuer, or the Transaction Manager on the Master Issuer’s behalf, into a money market account for the sole purpose of investing in Permitted Investments so long as such money market account is (A) an Eligible Account, (B) pledged to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (C) subject to an Account Control Agreement; provided, however, that any such investment in the Concentration Account (or in any such money market account) shall mature not later than the date on which such amount is required to be transferred to the Collection Account or any Securitization Entity Account as set forth herein. In the absence of written investment instructions hereunder, funds on deposit in the Concentration Account shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the

extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(e) Earnings from the Concentration Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Concentration Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.12.

Section 5.2 Securitization Entity Accounts.

Each Securitization Entity Account shall be an Eligible Account that is pledged to, and subject to an Account Control Agreement in favor of, the Trustee.

(a) Equipment Holder Master Account. On or prior to the Closing Date, the Transaction Manager shall establish and maintain an account designated as the “Equipment Holder Master Account” in the name and for the benefit of the Equipment Holder.

(i) Deposits. On each Weekly Allocation Date, the Transaction Manager shall withdraw from the Concentration Account and deposit (or cause to be deposited) the sum of the following amounts into the Equipment Holder Master Account:

(A) the applicable Delivery and Customer Services Fees;

(B) to the extent of Customer Location Equipment Resale Revenues received in the Concentration Account during the preceding Weekly Collection Period, an amount equal to the related Customer Location Equipment Costs;

(C) the applicable Sales Tax Reimbursements;

(D) the applicable Property Tax Reimbursements; and

(E) the Customer Deposits deposited to the Concentration Account during the preceding Weekly Collection Period.

(ii) Withdrawals. The Transaction Manager shall be permitted or required, in accordance with the Indenture, to withdraw amounts on deposit in the Equipment Holder Master Account as follows:

(A) on each Weekly Allocation Date, to deposit to the Equipment Holder Operating Account: (i) the Equipment Holder Operating Expense Fees, or, at the Transaction Manager’s discretion, such other amount, up to in the aggregate the Equipment Holder Operating Expense Cap, (ii) the Product and Lease Expenses relating to the preceding Weekly Collection Period, (iii) the applicable Sales Tax

Reimbursements, (iv) the applicable Property Tax Reimbursements, and (v) the Customer Deposits deposited to the Concentration Account during the preceding Weekly Collection Period; and

(B) on the last Weekly Allocation Date of each calendar month (after giving effect to the deposits contemplated under the foregoing clause (A)), to deposit to the Collection Account all amounts remaining in the Equipment Holder Master Account after giving effect to the payments, transfers and other withdrawals described above.

(b) Equipment Holder Operating Account. On or prior to the Closing Date, the Transaction Manager shall establish and maintain an account designated as the “Equipment Holder Operating Account” in the name and for the benefit of the Equipment Holder.

(i) Deposits. The Transaction Manager shall withdraw from the Equipment Holder Master Account and deposit (or cause to be deposited) the following amounts into the Equipment Holder Operating Account:

(A) on each Weekly Allocation Date, (i) the Equipment Holder Operating Expense Fees, or, at the Transaction Manager’s discretion, such other amount, up to in the aggregate the Equipment Holder Operating Expense Cap, (ii) the Product and Lease Expenses relating to the preceding Weekly Collection Period, (iii) the applicable Sales Tax Reimbursements, (iv) the applicable Property Tax Reimbursements, and (v) the Customer Deposits deposited to the Concentration Account during the preceding Weekly Collection Period;

(B) any other amounts transferred into the Equipment Holder Operating Account from the Master Issuer’s Surplus Account or any of its other accounts in accordance with (or, not in contravention of) the Related Documents; and

(C) any proceeds from the issuance of any Series 2008-1 Class A-2 Notes and any Series 2008-1 Class A-3 Notes.

(ii) Withdrawals. The Transaction Manager shall be permitted or required, in accordance with the Indenture, to withdraw amounts on deposit in the Equipment Holder Operating Account as follows:

(A) on each Weekly Allocation Date, to deposit to the Equipment Holder CAPEX Account, the Equipment Holder CAPEX Fees solely from amounts deposited to the Equipment Holder Operating Account on such date;

(B) on an as needed basis, to make all payments and deposits required to be made pursuant to any agreement relating to the

Equipment, the Delivery Truck Leases, the Real Estate Leases and the Supply Contracts and any other agreements with third parties;

(C) on an as needed basis, to pay the Employee Services Fee;

(D) on an as needed basis, to reimburse the Employee Company for any payments to third parties made by the Employee Company on behalf of the Equipment Holder;

(E) on an as needed basis, to make any and all other payments and deposits related to the operation of the Bulk Gases Business; and

(F) on an as needed basis, to make all such deposits to the Collection Account to pay the principal on the Series 2008-1 Class A-2 Notes and the Series 2008-1 Class A-3 Notes.

(c) Equipment Holder CAPEX Account. On or prior to the Closing Date, the Transaction Manager shall establish and maintain an account (which may be a sub-account of the Equipment Holder Operating Account) designated as the “Equipment Holder CAPEX Account” in the name and for the benefit of the Equipment Holder.

(i) Deposits. The Transaction Manager shall withdraw from the Equipment Holder Operating Account and deposit (or cause to be deposited) the Equipment Holder CAPEX Fees into the Equipment Holder CAPEX Account on each Weekly Allocation Date solely from amounts deposited to the Equipment Holder Operating Account on such date.

(ii) Withdrawals. The Transaction Manager shall be permitted or required, in accordance with the Indenture, to withdraw amounts on deposit in the Equipment Holder CAPEX Account as follows:

(A) on an as needed basis, to make all payments and deposits required to fund capital expenditures associated with the Bulk Gases Business; and

(B) commencing on the Payment Date occurring in January 2009 and on every Payment Date occurring in January and July thereafter, to deposit to the Collection Account any Excess CAPEX Amounts for application in accordance with clause tenth and clause fifteenth, as applicable, of the Priority of Payments.

(d) Insurance Proceeds Reserve Account. On or prior to the Closing Date, the Transaction Manager shall establish and maintain an account designated as the “Insurance Proceeds Reserve Account” in the name and for the benefit of the Co-Issuers.

(i) Deposits. The Transaction Manager shall withdraw from the Concentration Account and deposit (or cause to be deposited) all Insurance Proceeds received by or on behalf of any Securitization Entity into the Insurance Proceeds Reserve Account.

(ii) Withdrawals. The Transaction Manager shall be permitted or required, in accordance with the Indenture, to withdraw amounts on deposit in the Insurance Proceeds Reserve Account as follows:

(A) on an as needed basis, to make payments from Restoration Proceeds on behalf of the applicable Securitization Entity towards the replacement or restoration of the applicable property or towards the purchase of assets useful in the Bulk Gases Business as are from time to time required if the Transaction Manager has elected to replace or restore such property or purchase new property in accordance with the terms of this Indenture; and

(B) on the last day of each Monthly Collection Period, to deposit to the Collection Account (for application in accordance with clause tenth or clause fifteenth, as applicable, of the Priority of Payments) all other Insurance Proceeds Amounts, including, without limitation, any Insurance Proceeds Amounts initially retained in the Insurance Proceeds Reserve Account as Restoration Proceeds in accordance with clause (A) above that have not been used for the contemplated restoration, replacement or purchase within 360 days of receipt or with respect to property that the Transaction Manager has determined not to replace or restore.

(e) Tax Reserve Account. On or prior to the Closing Date, the Transaction Manager shall establish and maintain an account designated as the “Tax Reserve Account” in the name and for the benefit of the Co-Issuers.

(i) Deposits. The Transaction Manager shall deposit (or cause to be deposited) all Tax Reserve Amounts required to be deposited pursuant to clause seventh of the Priority of Payments into the Tax Reserve Account.

(ii) Withdrawals. The Transaction Manager shall be permitted or required, in accordance with the Indenture, to withdraw amounts on deposit in the Tax Reserve Account as follows:

(A) on an as needed basis, to make such payments to any tax authorities on behalf of the Master Manager and its Affiliates in an amount equal to any tax payments due on such date, including any Tax Payment Deficiency pursuant to the terms hereof;

(B) on an as needed basis, to make such reimbursements to the Master Manager in an amount equal to any tax payments advanced by the Master Manager on behalf of itself and its

Affiliates for which the Master Manager has not previously been reimbursed; and

(C) on an as needed basis, to deposit to the Collection Account any amounts reasonably determined by the Master Manager to be not needed to satisfy any tax liabilities within the twelve (12) months following such withdrawal.

(f) Administration of the Securitization Entity Accounts. All amounts held in each Securitization Entity Account shall be invested in Permitted Investments at the written direction of the Master Issuer, or the Transaction Manager on behalf of the Master Issuer, and such amounts may be transferred by the Master Issuer, or the Transaction Manager on behalf of the Master Issuer, into a money market account for the sole purpose of investing in Permitted Investments so long as such money market account is (A) an Eligible Account, (B) pledged to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 and (C) subject to an Account Control Agreement; provided, however, that any such investment in the Securitization Entity Account (or in any such money market account) other than the Equipment Holder Operating Account shall mature not later than the date on which such amount is required to be transferred to the Collection Account or any Securitization Entity Account as set forth herein. In the absence of written investment instructions hereunder, funds on deposit in the Securitization Entity Accounts shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(g) Earnings from the Securitization Entity Accounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Securitization Entity Accounts shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.12

Section 5.3 Senior Note Interest Reserve Account.

(a) Establishment of the Senior Note Interest Reserve Account. On or prior to the Closing Date, the Master Issuer shall establish and maintain an account in the name of the Trustee for the benefit of the Senior Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the foregoing Secured Parties (the “Senior Note Interest Reserve Account”). The Senior Note Interest Reserve Account shall be an Eligible Account. If the Senior Note Interest Reserve Account is at any time no longer an Eligible Account, the Master Issuer shall, within ten (10) Business Days of obtaining knowledge that the Senior Note Interest Reserve Account is no longer an Eligible Account, notify the Trustee and establish a new Senior Note Interest Reserve Account that is an Eligible Account. If a new Senior Note Interest Reserve Account is established the Master Issuer shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Senior Note Interest Reserve

Account into the new Senior Note Interest Reserve Account. Initially, the Senior Note Interest Reserve Account shall be established with the Trustee.

(b) Administration of the Senior Note Interest Reserve Account. All amounts held in the Senior Note Interest Reserve Account shall be invested in Permitted Investments at the written direction of the Master Issuer; provided, however, that any such investment in the Senior Note Interest Reserve Account shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Senior Note Interest Reserve Account shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Senior Note Interest Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Senior Note Interest Reserve Account shall be deemed to be Investment Income on deposit for application to amounts required to be on deposit in the Senior Note Interest Reserve Account or for distribution to the Collection Account in accordance with Section 5.12.

Section 5.4 Cash Trap Reserve Account.

(a) Establishment of the Cash Trap Reserve Account. On or prior to the Closing Date, the Master Issuer shall establish and maintain an account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (the “Cash Trap Reserve Account”). The Cash Trap Reserve Account shall be an Eligible Account. If the Cash Trap Reserve Account is at any time no longer an Eligible Account, the Master Issuer shall, within ten (10) Business Days of obtaining knowledge that the Cash Trap Reserve Account is no longer an Eligible Account, notify the Trustee and establish a new Cash Trap Reserve Account that is an Eligible Account. If a new Cash Trap Reserve Account is established the Master Issuer shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Cash Trap Reserve Account into the new Cash Trap Reserve Account. Initially, the Cash Trap Reserve Account shall be established with the Trustee.

(b) Administration of the Cash Trap Reserve Account. All amounts held in the Cash Trap Reserve Account shall be invested in Permitted Investments at the written direction of the Master Issuer; provided, however, that any such investment in the Cash Trap Reserve Account shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Cash Trap Reserve Account shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Cash Trap Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Cash Trap Reserve Account shall be deemed to be Investment Income on deposit for application to amounts required to be on deposit in the Cash Trap Reserve Account or for distribution to the Collection Account in accordance with Section 5.12.

Section 5.5 Contributions Reserve Account.

(a) Establishment of the Contributions Reserve Account. On or prior to the Closing Date, the Master Issuer shall establish and maintain an account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (the “Contributions Reserve Account”). The Contributions Reserve Account shall be an Eligible Account. If the Contributions Reserve Account is at any time no longer an Eligible Account, the Master Issuer shall, within ten (10) Business Days of obtaining knowledge that the Contributions Reserve Account is no longer an Eligible Account, notify the Trustee and establish a new Contributions Reserve Account that is an Eligible Account. If a new Contributions Reserve Account is established the Master Issuer shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Contributions Reserve Account into the new Contributions Reserve Account. Initially, the Contributions Reserve Account shall be established with the Trustee.

(b) Administration of the Contributions Reserve Account. All amounts held in the Contributions Reserve Account shall be invested in Permitted Investments at the written direction of the Master Issuer, or the Transaction Manager on behalf of the Master Issuer; provided, however, that any such investment in the Contributions Reserve Account shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Contributions Reserve Account shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Contributions Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Contributions Reserve Account shall be deemed to be Investment Income on deposit for application to amounts required to be on deposit in the Contributions Reserve Account or for distribution to the Collection Account in accordance with Section 5.12.

Section 5.6 Termination Amount Reserve Account.

(a) Establishment of the Termination Amount Reserve Account. On or prior to the Closing Date, the Master Issuer shall establish and maintain an account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (the “Termination Amount Reserve Account”). The Termination Amount

Reserve Account shall be an Eligible Account. If the Termination Amount Reserve Account is at any time no longer an Eligible Account, the Master Issuer shall, within ten (10) Business Days of obtaining knowledge that the Termination Amount Reserve Account is no longer an Eligible Account, notify the Trustee and establish a new Termination Amount Reserve Account that is an Eligible Account. If a new Termination Amount Reserve Account is established the Master Issuer shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Termination Amount Reserve Account into the new Termination Amount Reserve Account. Initially, the Termination Amount Reserve Account shall be established with the Trustee.

(b) Administration of the Termination Amount Reserve Account. All amounts held in the Termination Amount Reserve Account shall be invested in Permitted Investments at the written direction of the Master Issuer, or the Transaction Manager on behalf of the Master Issuer; provided, however, that any such investment in the Termination Amount Reserve Account shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Termination Amount Reserve Account shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Termination Amount Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Termination Amount Reserve Account shall be deemed to be Investment Income on deposit for application to amounts required to be on deposit in the Termination Amount Reserve Account or for distribution to the Collection Account in accordance with Section 5.12.

Section 5.7 Other Accounts.

(a) Hedge Payment Account.

(i) Establishment of the Hedge Payment Account. On or prior to the Closing Date, the Master Issuer shall establish and maintain an account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (the “Hedge Payment Account”). The Hedge Payment Account shall be an Eligible Account. If the Hedge Payment Account is at any time no longer an Eligible Account, the Master Issuer shall, within ten (10) Business Days of obtaining knowledge that the Hedge Payment Account is no longer an Eligible Account, notify the Trustee and establish a new Hedge Payment Account that is an Eligible Account. If a new Hedge Payment Account is established the Master Issuer shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Hedge Payment Account into the new Hedge Payment Account. Initially, the Hedge Payment Account shall be established with the Trustee.

(ii) Administration of the Hedge Payment Account. All amounts held in the Hedge Payment Account shall be invested in Permitted Investments at the written direction of the Master Issuer; provided, however, that any such investment in the Hedge Payment Account shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Hedge Payment Account shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(iii) Earnings from the Hedge Payment Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Hedge Payment Account shall be deemed to be Investment Income on deposit for application to amounts required to be on deposit in the Hedge Payment Account or for distribution to the Collection Account in accordance with Section 5.12.

(b) Enhancement Payment Account.

(i) Establishment of the Enhancement Payment Account. On or prior to the Closing Date, the Master Issuer shall establish and maintain an account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (the “Enhancement Payment Account”). The Enhancement Payment Account shall be an Eligible Account. If the Enhancement Payment Account is at any time no longer an Eligible Account, the Master Issuer shall, within ten (10) Business Days of obtaining knowledge that the Enhancement Payment Account is no longer an Eligible Account, notify the Trustee and establish a new Enhancement Payment Account that is an Eligible Account. If a new Enhancement Payment Account is established the Master Issuer shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Enhancement Payment Account into the new Enhancement Payment Account. Initially, the Enhancement Payment Account will be established with the Trustee.

(ii) Administration of the Enhancement Payment Account. All amounts held in the Enhancement Payment Account shall be invested in Permitted Investments at the written direction of the Master Issuer; provided, however, that any such investment in the Enhancement Payment Account shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Enhancement Payment Account shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior

to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(iii) Earnings from the Enhancement Payment Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Enhancement Payment Account shall be deemed to be Investment Income on deposit for application to amounts required to be on deposit in the Enhancement Payment Account or for distribution to the Collection Account in accordance with Section 5.12.

Section 5.8 Collection Account.

(a) Establishment of Collection Account. On or prior to the Closing Date, the Master Issuer shall establish and shall maintain the Collection Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (the “Collection Account”). The Collection Account shall be an Eligible Account. If the Collection Account is at any time no longer an Eligible Account, the Master Issuer shall, within ten (10) Business Days of obtaining knowledge that the Collection Account is no longer an Eligible Account, notify the Trustee and establish a new Collection Account that is an Eligible Account. If a new Collection Account is established the Master Issuer shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Collection Account into the new Collection Account. Initially, the Collection Account shall be established with the Trustee.

(b) Administration of the Collection Account. All amounts held in the Collection Account shall be invested in Permitted Investments at the written direction of the Master Issuer; provided, however, that any such investment in the Collection Account shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Collection Account shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from Collection Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection Account shall be deemed to be Investment Income on deposit for distribution in accordance with Section 5.12.

Section 5.9 Collection Account Administrative Accounts.

(a) Establishment of Collection Account Administrative Accounts. The Master Issuer shall establish and maintain with the Trustee the following administrative sub-accounts of the Collection Account, each of which shall be an Eligible Account, each in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of

the Secured Parties entitled to payment from such sub-account (collectively, the “Collection Account Administrative Accounts”); provided that the Trustee shall not be required to establish separate physical accounts for each Collection Account Administrative Account so long as the Trustee is able to monitor the amounts in each Collection Account Administrative Account while holding such amounts in the Collection Account:

(i) an account for the deposit of the interest on the Senior Notes, any Note Make Whole Premium, any Class A-2 Breakage Amounts, and any Class A-3 Breakage Amounts applicable to the Senior Notes (the “Senior Note Interest Account”);

(ii) an account for the deposit of the Class A-2 Senior Note Commitment Fee Amount (the “Class A-2 Notes Commitment Fees Account”);

(iii) an account for the deposit of the Class A-3 Senior Note Commitment Fee Amount (the “Class A-3 Notes Commitment Fees Account”);

(iv) an account for the deposit of the Required Amortization Amounts, if any, any Indemnification Amounts, Asset Disposition Prepayment Amounts, Insurance Proceeds Amounts, Excess CAPEX Amounts or any other principal payments with respect to the Senior Notes (the “Senior Note Principal Payments Account”);

(v) an account for the deposit of the interest on the Subordinated Notes and any Note Make Whole Premium applicable to the Subordinated Notes (the “Subordinated Note Interest Account”);

(vi) an account for the deposit of any Indemnification Amounts, Asset Disposition Prepayment Amounts, Insurance Proceeds Amounts, Excess CAPEX Amounts or any other principal payments with respect to the Subordinated Notes (the “Subordinated Note Principal Payments Account”);

(vii) an account for the deposit of the Senior Note Contingent Additional Interest Amount (the “Senior Note Contingent Additional Interest Account”); and

(viii) an account for the deposit of the Subordinated Note Contingent Additional Interest Amount (the “Subordinated Note Contingent Additional Interest Account”);

provided that if any Collection Account Administrative Account is at any time no longer an Eligible Account, the Master Issuer shall, within ten (10) Business Days of obtaining knowledge that such Collection Account Administrative Account is no longer an Eligible Account, notify the Trustee and establish a new Collection Account Administrative Account that is an Eligible Account to replace such non-qualifying Collection Account Administrative Account. If a new Collection Account Administrative Account is established the Master Issuer shall instruct the Trustee in writing to transfer all cash and

investments from the non-qualifying Collection Account Administrative Account into the new Collection Account Administrative Account.

(b) Administration of the Collection Account Administrative Accounts. All amounts held in the Collection Account Administrative Accounts shall be invested in Permitted Investments at the written direction of the Master Issuer, or the Transaction Manager on behalf of the Master Issuer; provided, however, that any such investment in the Collection Account Administrative Accounts shall mature not later than the Business Day prior to the next succeeding Payment Date. In the absence of written investment instructions hereunder, funds on deposit in the Collection Account Administrative Accounts shall be invested in money market funds described in clause (e) of the definition of Permitted Investments. The Master Issuer shall not direct (or permit) the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

(c) Earnings from the Collection Account Administrative Accounts. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection Account Administrative Accounts shall be deposited therein and shall be deemed to be Investment Income on deposit for distribution in accordance with Section 5.12.

Section 5.10 Trustee as Securities Intermediary.

(a) The Trustee or other Person holding any Base Indenture Account held in the name of the Trustee for the benefit of the Secured Parties (collectively the “Master Issuer Trustee Accounts”) shall be the “Securities Intermediary”. If the Securities Intermediary in respect of any Master Issuer Trustee Account is not the Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Securities Intermediary set forth in this Section 5.10.

(b) The Securities Intermediary agrees that:

(i) The Master Issuer Trustee Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will or may be credited;

(ii) The Master Issuer Trustee Accounts will be treated as “securities accounts” within the meaning of Section 8-501 of the New York UCC and the Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;

(iii) All securities or other property (other than cash) underlying any Financial Assets credited to any Master Issuer Trustee Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary,

and in no case will any Financial Asset credited to any Master Issuer Trustee Account be registered in the name of the Master Issuer or any other Securitization Entity, payable to the order of the Master Issuer or any other Securitization Entity or specially indorsed to the Master Issuer or any other Securitization Entity;

(iv) All property delivered to the Securities Intermediary pursuant to this Base Indenture will be promptly credited to the appropriate Master Issuer Trustee Account;

(v) Each item of property (whether investment property, security, instrument or cash) credited to a Master Issuer Trustee Account shall be treated as a Financial Asset under Article 8 of the New York UCC;

(vi) If at any time the Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Master Issuer Trustee Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer or any other Person;

(vii) For purposes of all applicable UCCs, New York shall be deemed to be the Securities Intermediary’s jurisdiction, and the Master Issuer Trustee Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(viii) The Securities Intermediary has not entered into, and until termination of this Base Indenture, will not enter into, any agreement with any other Person relating to the Master Issuer Trustee Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Base Indenture will not enter into, any agreement with the Master Issuer or any Affiliate thereof purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.10(b)(vi); and

(ix) Except for the claims and interest of the Trustee, the Secured Parties, the Master Issuer and the other Securitization Entities in the Master Issuer Trustee Accounts, neither the Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, the Master Issuer Trustee Accounts or in any Financial Asset credited thereto. If the Securities Intermediary or, in the case of the Trustee, a Trust Officer has Actual Knowledge of the assertion by any

other person of any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Master Issuer Trustee Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee and the Master Issuer thereof.

(c) At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Master Issuer Trustee Accounts and in all proceeds thereof, and shall be the only Person authorized to originate entitlement orders in respect of the Master Issuer Trustee Accounts; provided, however, that at all other times the Master Issuer, or the Transaction Manager on behalf of the Master Issuer, shall, subject to the terms of the Indenture and the other Related Documents, be authorized to instruct the Trustee to originate entitlement orders in respect of the Master Issuer Trustee Accounts.

Section 5.11 Establishment of Series Accounts.

To the extent specified in the Series Supplement with respect to any Series of Notes, the Trustee may establish and maintain one or more Series Accounts and/or administrative accounts of any such Series Account in accordance with the terms of such Series Supplement.

Section 5.12 Collections and Investment Income.

(a) Collections in General. Until the Indenture is terminated pursuant to Section 11.1, the Master Issuer (or the Transaction Manager on behalf of the Master Issuer) shall cause all Collections due and to become due to the Master Issuer, any other Securitization Entity or the Trustee, as the case may be, to the extent not deposited to the Concentration Account to be deposited to the Collection Account in the following manner:

(i) on the last Weekly Allocation Date of each calendar month, the Transaction Manager shall withdraw from the Concentration Account for deposit to the Collection Account all amounts remaining in the Concentration Account as of such date, after giving effect to the payments, transfers and other withdrawals from the Concentration Account pursuant to Section 5.1(c).

(ii) on the last Weekly Allocation Date of each calendar month, the Transaction Manager shall withdraw from the Equipment Holder Master Account for deposit to the Collection Account all amounts remaining in the Equipment Holder Master Account as of such date, after giving effect to the payments, transfers and other withdrawals from the Equipment Holder Master Account pursuant to Section 5.2(a)(ii).

(iii) as and when received, the Transaction Manager shall cause all Contributions (other than any amount of equity contributions made in cash by NuCO2 to the Master Issuer that are not intended by NuCO2 to constitute

‘‘Contributions’’ for inclusion in “Net Cash Flow” subject to the limitations set forth in the proviso to the definition of “Contributions”) to be deposited to the Collection Account;

(iv) as and when received, the Transaction Manager shall cause any Asset Disposition Amounts, Indemnification Amounts and Excess CAPEX Amounts to be deposited to the Collection Account;

(v) on the last day of each Monthly Collection Period, the Transaction Manager shall withdraw from the Insurance Proceeds Reserve Account for deposit to the Collection Account all Insurance Proceeds Amounts remaining in the Insurance Proceeds Reserve Account as of such date;

(vi) as and when received, the Transaction Manager shall cause all amounts and allocations distributed to the Master Issuer as a result of its ownership of the preferred membership interests in the Employee Company to be deposited to the Collection Account;

(vii) as and when received, the Transaction Manager shall cause any amounts in respect of Permitted Hedges to be deposited to the Collection Account; and

(viii) any other amounts required to be deposited to the Collection Account shall be deposited thereto as provided for under this Base Indenture.

(b) Investment Income. On the Determination Date immediately prior to each Payment Date, the Master Issuer, or the Transaction Manager on behalf of the Master Issuer, shall instruct the Trustee to transfer any Investment Income on deposit in the Senior Note Interest Reserve Account, the Cash Trap Reserve Account, the Contributions Reserve Account, the Termination Amount Reserve Account, the Hedge Payment Account, the Enhancement Payment Account, or the Collection Account Administrative Accounts to the Collection Account.

(c) Payment Instructions. In accordance with and subject to the terms of the Master Management Agreement, the Master Issuer shall cause the Transaction Manager to instruct each third party from which Customer Collections are received to make the related payments to the Concentration Account; provided that, to the extent such payments are made by check, such checks shall be deposited to the Concentration Account within two (2) Business Days of receipt.

(d) Misdirected Collections.

(i) The Co-Issuers agree that if any Collections shall be received by any Co-Issuer or any other Securitization Entity in an account other than the Concentration Account or the Collection Account or in any other manner, such monies, instruments, cash and other proceeds will not be commingled by such Co-Issuer or such other Securitization Entity with any of their other funds or

property, if any, but shall be held separate and apart therefrom and shall be held in trust by such Co-Issuer or such other Securitization Entity for, and, within one (1) Business Day of the identification of such payment, paid over to, the Transaction Manager or the Trustee, as applicable, for deposit to the appropriate account, with any necessary endorsement.

(ii) The Trustee shall withdraw from the Collection Account any monies on deposit therein that the Transaction Manager certifies to it are not Collections and pay such amounts to or at the direction of the Transaction Manager.

(iii) All monies, instruments, cash and other proceeds received by the Trustee pursuant to the Indenture shall be immediately deposited in the Collection Account and shall be applied as provided in this Article V.

(iv) To the extent of amounts deposited in any Securitization Entity Account that the Transaction Manager determines were required to be deposited to another Securitization Entity Account pursuant to the terms of the Base Indenture, the Transaction Manager agrees, within one (1) Business Day of the identification of such amount, to transfer such amounts to such other Securitization Entity Account.

Section 5.13 Application of Collections on Payment Dates. On the Determination Date prior to each Payment Date, the Master Issuer, or the Transaction Manager on behalf of the Master Issuer, shall instruct the Trustee in writing (including, without limitation, pursuant to the Monthly Manager’s Certificate) to withdraw or allocate the funds, including any Investment Income available thereon, on deposit in the Collection Account on such Payment Date as follows (the “Priority of Payments”); provided that in connection with allocations to pay any interest amounts in respect of any variable funding Notes which are based on a calculation of the CP Funding Rate (as defined in the applicable Series Supplement), such instructions shall constitute a reasonable estimate of the interest amounts due, subject to appropriate adjustments and true-ups which the Master Issuer may instruct the Trustee of in writing (including, without limitation, pursuant to the Monthly Manager’s Certificate) on the immediately following Payment Date:

(i) first, to pay the Trustee for all accrued and unpaid fees and expenses permitted under the Base Indenture (which expenses shall be subject to the SPE Operating Expenses Cap);

(ii) second, to pay to the Transaction Manager an amount equal to the Transaction Management Fee together with any accrued and unpaid Transaction Management Fees;

(iii) third, to pay the incurred SPE Operating Expenses in an aggregate amount up to the SPE Operating Expenses Cap;

(iv) fourth, to allocate to the Senior Note Interest Account, the accrued and unpaid Senior Note Interest Amount (including any accrued and unpaid interest on such unpaid Senior Note Interest Amount, if any) for such Payment Date;

(v) fifth, to deposit or pay, ratably according to the amounts required to be deposited or paid set forth in subclauses (A) through (D) below, the following amounts until the amount required to be deposited or paid pursuant to subclauses (A) through (D) below is deposited or paid in full:

(A) to the Class A-2 Notes Commitment Fees Account, the accrued and unpaid Class A-2 Senior Note Commitment Fee Amount;

(B) to the Class A-3 Notes Commitment Fees Account, the accrued and unpaid Class A-3 Senior Note Commitment Fee Amount;

(C) to the Enhancement Payment Account, the Enhancement Payment Amount, if any; and

(D) to the Hedge Payment Account, the accrued and unpaid Series Hedge Payment Amount, if any, payable to each Hedge Counterparty pro rata according to the amount due and payable to each of them; provided, that the deposit to the Hedge Payment Account pursuant to this subclause (D) will exclude any termination payment payable to a Hedge Counterparty, if any, without regard to whether the Hedge Counterparty was the defaulting party or an affected party or any other unscheduled amount due and payable to a Hedge Counterparty, if any, and will exclude any indemnity payment, tax payments or other similar amounts not constituting regularly scheduled hedge payments;

(vi) sixth, to deposit into the Senior Note Interest Reserve Account, an amount equal to the Senior Note Interest Reserve Account Deficit Amount on such Payment Date (calculated after giving effect to any deposit to the Senior Note Interest Reserve Account on the applicable Draw Date pursuant to Section 5.14(i)(v)) with respect to each Class of Senior Notes; provided, however, that no amounts, with respect to any Series of Notes, shall be deposited into the Senior Note Interest Reserve Account pursuant to this clause sixth on any Payment Date that occurs on or after the Series Adjusted Repayment Date;

(vii) seventh, to deposit the applicable Tax Reserve Amount to the Tax Reserve Account;

(viii) eighth, so long as no Early Amortization Event has occurred and is continuing, (i) first, to deposit pro rata (a) to the Senior Note Principal Payments Account the Required Amortization Amounts, if any, relating to the applicable Series 2008-1 Notes, and (b) to the Senior Note Interest Account any Class A-2 Breakage Amounts or Class A-3 Breakage Amounts, as the case

may be, relating to the applicable Series 2008-1 Notes, and (ii) second, to pay the Final Payment on the applicable Series Legal Final Maturity Date;

(ix) ninth, to pay the Trustee, the Administrative Agent, the Class A-2 Administrative Agent, the Class A-3 Administrative Agent or the Replacement Manager, as applicable, for any reimbursable expenses permitted hereunder (including the SPE Operating Expenses) not otherwise covered by clause first and clause third above, unless such expenses are deferred by the Trustee, the Administrative Agent, the Class A-2 Administrative Agent, the Class A-3 Administrative Agent or the Replacement Manager, as applicable;

(x) tenth, ratably on such amounts, (A) to deposit to the Senior Note Principal Payments Account, the aggregate Additional Senior Note Prepayment Amount, if any, up to the amount necessary to cause the Aggregate Outstanding Principal Amount of the Senior Notes Outstanding to be paid in full, and (B) to deposit to the Senior Note Interest Account, the entire amount of any corresponding Note Make Whole Premium applicable to the Senior Notes with respect to such Payment Date and any such amounts remaining unpaid from all prior Payment Dates;

(xi) eleventh, so long as no Early Amortization Event has occurred and is continuing, (i) first, to the extent that a Cash Trapping Period is in effect, to deposit into the Cash Trap Reserve Account, an amount equal to the Cash Trapping Amount, if any, on such Payment Date and (ii) second, with respect to any Series of Senior Notes issued after the Closing Date, to deposit pro rata into (a) the Senior Note Principal Payments Account, the applicable Required Amortization Amounts, if any, and (b) the Senior Note Interest Account, any breakage amounts relating to such Series of Senior Notes issued after the Closing Date;

(xii) twelfth, if such Payment Date occurs during an Early Amortization Period, to allocate to the Senior Note Principal Payments Account all remaining funds on deposit in the Collection Account on such Payment Date until no principal amounts with respect to any Class A Notes are Outstanding;

(xiii) thirteenth, to deposit to the Termination Amount Reserve Account all remaining funds on deposit in the Collection Account on such Payment Date, up to the Aggregate Termination Amount relating to such Payment Date and any unpaid Termination Amount Shortfall from Prior Payment Dates;

(xiv) fourteenth, to allocate to the Subordinated Note Interest Account, the Subordinated Notes Interest Amount for such Payment Date (including any accrued and unpaid interest on such unpaid Subordinated Notes Interest Amount, if any);

(xv) fifteenth, ratably on such amounts, (A) to deposit to the Subordinated Note Principal Payments Account, the aggregate Additional

Subordinated Note Prepayment Amount, if any, up to the amount necessary to cause the Aggregate Outstanding Principal Amount of the Subordinated Notes Outstanding to be paid in full, and (B) to deposit to the Subordinated Note Interest Account, the entire amount of any corresponding Note Make Whole Premium applicable to the Subordinated Notes with respect to such Payment Date and any such amounts remaining unpaid from all prior Payment Dates;

(xvi) sixteenth, if such Payment Date occurs during an Early Amortization Period and no amounts are due but unpaid on any Class of Senior Notes, to allocate to the Subordinated Note Principal Payments Account, all remaining funds on deposit in the Collection Account on such Payment Date until no principal amounts with respect to the Subordinated Notes are Outstanding;

(xvii) seventeenth, to allocate to the Senior Note Contingent Additional Interest Account, the accrued and unpaid Senior Note Contingent Additional Interest Amount (including any accrued and unpaid interest on such unpaid Senior Note Contingent Additional Interest Amount) for such Payment Date;

(xviii) eighteenth, to allocate to the Subordinated Note Contingent Additional Interest Account, the accrued and unpaid Subordinated Note Contingent Additional Interest Amount (including any accrued and unpaid interest on such unpaid Subordinated Note Contingent Additional Interest Amount) for such Payment Date;

(xix) nineteenth, to pay, ratably according to the amounts required to be paid set forth in subclauses (A) through (D) below, the following amounts until the amounts required to be paid pursuant to subclauses (A) through (D) below are paid in full:

(A) to pay any SPE Operating Expenses to the extent not covered by clause first, clause third, and clause ninth above;

(B) to pay to each Class A-2 Administrative Agent (or other Person acting in a similar capacity in respect of the Class A-2 Notes) on behalf of itself or on behalf of the Holders of the Class A-2 Notes, as applicable, pursuant to each Class A-2 Note Purchase Agreement (or other similar agreement), an amount equal to any accrued and unpaid Class A-2 Other Amounts due under the related Class A-2 Note Purchase Agreement (or other similar agreement), pro rata based on all such amounts due under each Class A-2 Note Purchase Agreement for such Payment Date;

(C) to pay to each Class A-3 Administrative Agent (or other Person acting in a similar capacity in respect of the Class A-3 Notes) on behalf of itself or on behalf of the Holders of the Class A-3 Notes, as applicable, pursuant to each Class A-3 Note Purchase Agreement (or other similar agreement), an amount equal to any accrued and unpaid Class A-3

(D) to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty, if any; and (B) any other amount payable to a Hedge Counterparty, if any, pursuant to the related Interest Rate Hedge, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;

(xx) twentieth, to deposit to the Equipment Holder Operating Account amounts equal to the Additional Equipment Holder Operating Expenses;

(xxi) twenty-first, to pay the Note Make Whole Premium, if any, to the extent not already paid pursuant to clause tenth and clause fifteenth, as applicable, above;

(xxii) twenty-second, to deposit to the Contributions Reserve Account all remaining funds on deposit in the Collection Account on such Payment Date, up to the Aggregate Contributions Amount relating to such Payment Date and any unpaid Contributions Amount Shortfall from Prior Payment Dates; and

(xxiii) twenty-third, to pay the remaining amount, if any (the “Surplus Amount”), to or at the direction of the Master Issuer.

Section 5.14 Application of Funds.

On each Payment Date, amounts deposited in the Collection Account and allocated to the Collection Account Administrative Accounts, or withdrawn from the Senior Note Interest Reserve Account or the Cash Trap Reserve Account, as the case may be, will be available to the Trustee to remit all applicable amounts on such Payment Date pursuant to the related Monthly Manager’s Certificate and the terms hereof in accordance with the following:

(a) Senior Note Interest Account. On each Determination Date, after giving effect to the allocations set forth in the Priority of Payments, the Transaction Manager shall instruct the Trustee in writing to withdraw on the related Payment Date: (i) the funds allocated to the Senior Note Interest Account on such Payment Date to be paid in the following order: (A) to the applicable Class of Senior Notes (including the Series 2008-1 Class A Notes) from the Collection Account, up to the accrued and unpaid Senior Note Interest Amount, in the order of priority set forth in Section 6.1, and (B) to the applicable Class of Senior Notes (including the Series 2008-1 Class A Notes) from the Collection Account, up to the applicable accrued and unpaid Note Make Whole Premium, Class A-2 Breakage Amounts and Class A-3 Breakage Amounts, as the case may be, in

the order of priority set forth in Section 6.1, and pay such amounts to the Holders of Class A Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement, and (ii) if the amount of funds allocated to the Senior Note Interest Account referred to in the immediately preceding clause (i)(A) is less than the accrued and unpaid Senior Note Interest Amount for the related Interest Period, first, an amount equal to the lesser of (A) such insufficiency and (B) the balance on deposit in the Senior Note Interest Reserve Account, from the Senior Note Interest Reserve Account, and second, if an insufficiency still exists, an amount equal to the lesser of (A) such insufficiency and (B) the balance on deposit in the Cash Trap Reserve Account, from the Cash Trap Reserve Account, up to the accrued and unpaid Senior Note Interest Amount, in the order of priority set forth in Section 6.1, and pay such amounts to the Holders of Class A Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement.

(b) Class A-2 Notes Commitment Fees Account. On each Determination Date, after giving effect to the allocations set forth in the Priority of Payments, the Transaction Manager shall instruct the Trustee in writing to withdraw on the related Payment Date: (i) the funds allocated to the Class A-2 Notes Commitment Fees Account on such Payment Date to be paid to the applicable Class A-2 Notes from the Collection Account, up to the Class A-2 Senior Note Commitment Fee Amount accrued and unpaid with respect to the applicable Class A-2 Notes, pro rata among each Class of Class A-2 Notes based upon the Class A-2 Senior Note Commitment Fee Amount payable with respect to such Class, and pay such funds to the Holders of Class A-2 Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement, and (ii) if the amount of funds allocated to the Class A-2 Notes Commitment Fees Account referred to in the immediately preceding clause (i) is less than the accrued and unpaid Class A-2 Senior Note Commitment Fee Amount for the related Interest Period, an amount equal to the lesser of (A) such insufficiency and (B) after giving effect to the ratable manner in which funds are allocated in clause fifth of the Priority of Payments, such ratable portion of the Senior Note Available Reserve Account Amount which is allocable to pay off the Class A-2 Senior Note Commitment Fee Amount for such related Interest Period from, first, the Senior Note Interest Reserve Account, and, if such insufficiency still exists, second, the Cash Trap Reserve Account, to be paid to the Class A-2 Notes up to the Class A-2 Senior Note Commitment Fee Amount, pro rata among each Class of Class A-2 Notes based upon the Class A-2 Senior Note Commitment Fee Amount payable with respect to such Class, and pay such amounts to the Holders of Class A-2 Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement.

(c) Class A-3 Notes Commitment Fees Account. On each Determination Date, after giving effect to the allocations set forth in the Priority of Payments, the Transaction Manager shall instruct the Trustee in writing to withdraw on the related Payment Date: (i) the funds allocated to the Class A-3 Notes Commitment Fees Account on such Payment Date to be paid to the applicable Class A-3 Notes from the Collection Account, up to the Class A-3 Senior Note Commitment Fee Amount accrued and unpaid with respect to the applicable Class A-3 Notes, pro rata among each Class of Class A-3 Notes based upon the Class A-3 Senior Note Commitment Fee Amount payable with respect to such Class, and pay such amounts to the Holders of

Class A-3 Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement, and (ii) if the amount of funds allocated to the Class A-3 Notes Commitment Fees Account referred to in the immediately preceding clause (i) is less than the accrued and unpaid Class A-3 Senior Note Commitment Fee Amount for the related Interest Period, an amount equal to the lesser of (A) such insufficiency and (B) after giving effect to the ratable manner in which funds are allocated in clause fifth of the Priority of Payments, such ratable portion of the Senior Note Available Reserve Account Amount which is allocable to pay off the Class A-3 Senior Note Commitment Fee Amount for such related Interest Period from, first, the Senior Note Interest Reserve Account, and, if such insufficiency still exists, second, the Cash Trap Reserve Account, to be paid to the Class A-3 Notes up to the Class A-3 Senior Note Commitment Fee Amount, pro rata among each Class of Class A-3 Notes based upon the Class A-3 Senior Note Commitment Fee Amount payable with respect to such Class, and pay such amounts to the Holders of Class A-3 Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement.

(d) Senior Note Principal Payments Account. On each Determination Date, after giving effect to the allocations set forth in the Priority of Payments, the Transaction Manager shall instruct the Trustee in writing to withdraw on the related Payment Date: (i) the funds allocated to the Senior Note Principal Payments Account on such Payment Date to be paid, in the following order: (A) to each applicable Series 2008-1 Class A-2 Note (as defined in the Series 2008-1 Supplement) or Series 2008-1 Class A-3 Note (as defined in the Series 2008-1 Supplement), as the case may be, from the Collection Account up to the aggregate amount of the accrued and unpaid Required Amortization Amounts relating to any Series 2008-1 Class A-2 Notes or Series 2008-1 Class A-3 Notes, as the case may be, owed to such Series 2008-1 Class A-2 Note or Series 2008-1 Class A-3 Note, as the case may be, in the order of priority set forth in Section 6.1, (B) to each applicable Class of Senior Notes from the Collection Account up to the aggregate amount of the accrued and unpaid Indemnification Amounts, Asset Disposition Prepayment Amounts, Insurance Proceeds Amounts and Excess CAPEX Amounts, if any, owed to such Class of Senior Notes in the order of priority set forth in Section 6.1, (C) to each applicable Class of Senior Notes issued following the Closing Date from the Collection Account up to the aggregate amount of accrued and unpaid Required Amortization Amounts owed to such Class of Senior Notes in the order of priority set forth in Section 6.1 and (D) to each applicable Class of Senior Notes from the Collection Account up to the amounts distributed to such administrative account pursuant to clause twelfth of the Priority of Payments owed to such Class of Senior Notes, in the order of priority set forth in Section 6.1, and pay such amounts to the Holders of Class A Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement and (ii) if an Early Amortization Event has occurred and is continuing on such Payment Date, the amounts on deposit in the Cash Trap Reserve Account (after giving effect to any payments made from the Cash Trap Reserve Account pursuant to this Base Indenture), if any, to be paid to each applicable Class of Senior Notes up to the Aggregate Outstanding Principal Amount of all Senior Notes after giving effect to the application of the amounts on deposit in the Senior Note Principal Payments Account referred to in the preceding clause (i) above, in the order of priority set forth in Section

6.1, and pay such amounts to the Holders of Class A Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement.

(e) Subordinated Note Interest Account. On each Determination Date, after giving effect to the allocations set forth in the Priority of Payments, the Transaction Manager shall instruct the Trustee in writing to withdraw on the related Payment Date: (i) the funds allocated to the Subordinated Note Interest Account on such Payment Date to be paid in the following order: (A) to the applicable Class of Subordinated Notes from the Collection Account, up to the accrued and unpaid Subordinated Notes Interest Amount, in the order of priority set forth in Section 6.1, and (B) to the applicable Class of Subordinated Notes, up to the applicable accrued and unpaid Note Make Whole Premium in the order of priority set forth in Section 6.1, and pay such amounts to the Holders of Subordinated Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement, and (ii) if the amount of funds allocated to the Subordinated Note Interest Account on each Payment Date with respect to the related Monthly Collection Period referred to in the immediately preceding clause (i)(A) is less than the accrued and unpaid Subordinated Notes Interest Amount for the related Interest Period and no Senior Notes are Outstanding, the amounts on deposit in the Cash Trap Reserve Account (after giving effect to any payments made from the Cash Trap Reserve Account pursuant to this Base Indenture), if any, to be paid to each applicable Class of Subordinated Notes, up to the accrued and unpaid Subordinated Notes Interest Amount, after giving effect to the application of the amounts on deposit in the Subordinated Note Interest Account referred to in the immediately preceding clause (i)(A), in the order of priority set forth in Section 6.1, and pay such amounts to the Holders of Subordinated Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement.

(f) Subordinated Note Principal Payments Account. On each Determination Date, after giving effect to the allocations set forth in the Priority of Payments, the Transaction Manager shall instruct the Trustee in writing to withdraw on the related Payment Date: (i) the funds allocated to the Subordinated Note Principal Payments Account on such Payment Date to be paid, in the following order: (A) to each applicable Class of Subordinated Notes from the Collection Account up to the aggregate amount of the accrued and unpaid Indemnification Amounts, Asset Disposition Prepayment Amounts, Insurance Proceeds Amounts and Excess CAPEX Amounts, if any, owed to such Class of Subordinated Notes in the order of priority set forth in Section 6.1, and (B) to each applicable Class of Subordinated Notes from the Collection Account up to the amounts distributed to such administrative account pursuant to clause sixteenth of the Priority of Payments owed to such Class of Subordinated Notes, in the order of priority set forth in Section 6.1, and pay such amounts to the Holders of Subordinated Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement, and (ii) if an Early Amortization Event has occurred and is continuing on such Payment Date and no amounts are due but unpaid on any Class of Senior Notes, the amounts on deposit in the Cash Trap Reserve Account (after giving effect to any payments made from the Cash Trap Reserve Account pursuant to this Base Indenture), if any, to be paid to each applicable Class of Subordinated Notes up to the Aggregate Outstanding Principal Amount of all Subordinated Notes after giving effect to the application of the amounts on deposit in the Subordinated Notes Principal Payment

Account referred to in the immediately preceding clause (i) above, in the order of priority set forth in Section 6.1, and pay such amounts to the Holders of Subordinated Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement.

(g) Senior Note Contingent Additional Interest Account. On each Determination Date, after giving effect to the allocations set forth in the Priority of Payments, the Transaction Manager shall instruct the Trustee in writing to withdraw on the related Payment Date the funds allocated to the Senior Note Contingent Additional Interest Account on such Payment Date, to be paid to each applicable Class of Senior Notes from the Collection Account, up to the amount of the accrued and unpaid Senior Note Contingent Additional Interest Amount owed to such Class of Senior Notes in the order of priority set forth in Section 6.1, and pay such amounts to the Holders of Class A Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement.

(h) Subordinated Notes Contingent Additional Interest Account. On each Determination Date, after giving effect to the allocations set forth in the Priority of Payments, the Transaction Manager shall instruct the Trustee in writing to withdraw on the related Payment Date the funds allocated to the Subordinated Note Contingent Additional Interest Account on such Payment Date, to be paid to each applicable Class of Subordinated Notes from the Collection Account up to the amount of the accrued and unpaid Subordinated Note Contingent Additional Interest Amount owed to such Class of Subordinated Notes in the order of priority set forth in Section 6.1, and pay such amounts to the Holders of Subordinated Notes entitled thereto pursuant to this Base Indenture and the applicable Series Supplement.

(i) Amounts on Deposit in the Senior Note Interest Reserve Account.

(i) On each Payment Date, any amount equal to the excess, if any, of (i) the amounts then on deposit in the Senior Note Interest Reserve Account, over (ii) the Senior Note Interest Reserve Account Required Amount, will be withdrawn from the Senior Note Interest Reserve Account and deposited to the Collection Account for application on such Payment Date in accordance with the Priority of Payments.

(ii) On each Payment Date, the amounts on deposit in the Senior Note Interest Reserve Account shall be applied to pay the following amounts in the following order: (A) first, to pay to the applicable Holders of Senior Notes the accrued and unpaid Senior Note Interest Amount on each Class of Senior Notes Outstanding in the order of priority set forth in Section 6.1 to the extent that the amounts on deposit in the Senior Note Interest Account are insufficient for such purpose and (B) second, to pay to the applicable Holders of Class A-2 Notes the accrued and unpaid Class A-2 Senior Note Commitment Fee Amount and to the applicable Holders of Class A-3 Notes the accrued and unpaid Class A-3 Senior Note Commitment Fee Amount for each Class of Class A-2 Notes Outstanding, and each Class of Class A-3 Notes Outstanding, respectively, in the order of priority set forth in Section 6.1 to the extent that the amounts on

deposit in the Class A-2 Notes Commitment Fees Account and the Class A-3 Notes Commitment Fees Account, as applicable, are insufficient for such purpose.

(iii) If the Master Issuer (or the Transaction Manager on the Master Issuer’s behalf) determines, with respect to any Series of Senior Notes, that the amount to be paid to the applicable Holders of Senior Notes entitled thereto in accordance with this Base Indenture on any Series Legal Final Maturity Date related to such Series of Senior Notes is less than the Aggregate Outstanding Principal Amount of such Series of Senior Notes, on the Determination Date immediately preceding such Series Legal Final Maturity Date, the Master Issuer shall instruct the Trustee thereof in writing, and the Trustee shall, in accordance with such instruction on such Series Legal Final Maturity Date, withdraw from the Senior Note Interest Reserve Account and pay to the applicable Holders of Senior Notes entitled thereto in accordance with this Base Indenture and the applicable Series Supplement and in the order of priority set forth in Section 6.1, an amount equal to the lesser of such insufficiency and the Available Senior Note Interest Reserve Account Amount (after giving effect to any payments made from the Senior Note Interest Reserve Account made on such date pursuant to Section 5.14(a)(ii), Section 5.14(b)(ii) and Section 5.14(c)(ii)) on such Series Legal Final Maturity Date.

(iv) On any date on which no Senior Notes are Outstanding, the Master Issuer shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the Senior Note Interest Reserve Account and to deposit all remaining funds into the Collection Account for distribution in accordance with the Priority of Payments on the next Payment Date.

(v) On any Draw Date (whether or not occurring on a Payment Date) relating to the Class A-2 Notes or the Class A-3 Notes, the Co-Issuers shall (i) recalculate the applicable Senior Note Interest Reserve Account Required Amount, after giving effect to any funds drawn (the “Drawn VFN Amounts”) pursuant to the applicable Variable Funding Note Purchase Agreement on such date, and (ii) instruct the Trustee to deposit to the Senior Note Interest Reserve Account such portion of the Senior Note Interest Reserve Account Deficit Amount, if any, attributable to such Drawn VFN Amounts; provided that any amounts deposited to the Senior Note Interest Reserve Account on such date shall be taken from the Drawn VFN Amounts (which the Co-Issuers shall remit to the Trustee on such applicable Draw Date).

(j) Amounts on Deposit in the Cash Trap Reserve Account.

(i) On the Determination Date preceding any Payment Date on which it is anticipated that a Cash Trapping Period shall have ended (but not as a result of the occurrence and continuance of an Early Amortization Event or Event of Default), the Transaction Manager shall instruct the Trustee in writing to withdraw on such Payment Date the amounts then on deposit in the Cash Trap Reserve Account relating to such Cash Trapping Period and deposit such funds

into the Collection Account for distribution on such Payment Date in accordance with the Priority of Payments; provided that if on such Payment Date such Cash Trapping Period shall have ended as a result of the occurrence and continuance of an Event of Default or Early Amortization Event, then the Transaction Manager shall instruct the Trustee to ignore such prior instruction.

(ii) On each Payment Date, the amounts on deposit in the Cash Trap Reserve Account shall be applied to pay the following amounts in the following order: (i) first, to pay to the applicable Holders of Class A Notes the accrued and unpaid Senior Note Interest Amount on each Class of Senior Notes Outstanding in the order of priority set forth in Section 6.1 to the extent that the amounts on deposit in the Senior Note Interest Account and the Senior Note Interest Reserve Account are insufficient for such purpose, (ii) second, to pay to the applicable Holders of Class A-2 Notes the accrued and unpaid Class A-2 Senior Note Commitment Fee Amount and to the applicable Holders of Class A-3 Notes the accrued and unpaid Class A-3 Senior Note Commitment Fee Amount for each Class A-2 Note Outstanding and each Class A-3 Note Outstanding in the order of priority set forth in Section 6.1 to the extent that the amounts on deposit in (x) the Class A-2 Notes Commitment Fees Account and the Class A-3 Notes Commitment Fees Account, as applicable, and (y) the Senior Note Interest Reserve Account are insufficient for such purpose, (iii) third, if an Early Amortization Event has occurred and is continuing, to pay to the applicable Holders of Class A Notes the Aggregate Outstanding Principal Amount of all Senior Notes Outstanding in the order of priority set forth in Section 6.1 after giving effect to the application of certain amounts in the Senior Note Principal Payments Account, in accordance with this Base Indenture, (iv) fourth, provided no Senior Notes are Outstanding, to pay to the applicable Holders of Subordinated Notes the accrued and unpaid Subordinated Notes Interest Amount on each Class of Subordinated Notes Outstanding in the order of priority set forth in Section 6.1 to the extent that the amounts on deposit in the Subordinated Note Interest Account are insufficient for such purpose, and (v) fifth, if an Early Amortization Event has occurred and is continuing, and no Senior Notes remain Outstanding, to pay to the applicable Holders of Subordinated Notes the Aggregate Outstanding Principal Amount of all Subordinated Notes Outstanding in the order of priority set forth in Section 6.1 after giving effect to the application of certain amounts in the Subordinated Note Principal Payments Account, in accordance with this Base Indenture.

Master Issuer) shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the Cash Trap Reserve Account for payment to the Holders of each Class of Notes Outstanding in accordance with this Section 5.14 and in the order of priority set forth in Section 6.1.

(v) On any Payment Date on which a Tax Payment Deficiency exists, the Master Issuer (or the Transaction Manager on behalf of the Master Issuer) may, in its sole discretion, instruct the Trustee in writing to withdraw from first, the Tax Reserve Account the amounts necessary to discharge such Tax Payment Deficiency, second to the extent of any remaining Tax Payment Deficiency, the Surplus Account the amounts necessary to discharge such Tax Payment Deficiency and third, to the extent of any remaining Tax Payment Deficiency, the Cash Trap Reserve Account the amounts necessary to discharge such Tax Payment Deficiency.

(k) Amounts on Deposit in the Contributions Reserve Account.

(i) With respect to any Payment Date, 100% of any funds available in the Collection Account after payment of the amounts described in clauses first through twenty-first of the Priority of Payments shall be deposited to the Contributions Reserve Account, up to an amount equal to the aggregate amount of Contributions (with respect to each Payment Date, the “Aggregate Contributions Amount”) deposited to the Collection Account during the related Monthly Collection Period; provided that if the remaining funds available in the Collection Account after payment of the amounts described in clauses first through twenty-first of the Priority of Payments on such Payment Date is less than the related Aggregate Contributions Amount for the related Monthly Collection Period, then an aggregate amount equal to the difference between such Aggregate Contributions Amount and such remaining available amount on deposit in the Collection Account (such difference, the “Contributions Amount Shortfall”) shall continue to be required to be deposited to the Contributions Reserve Account on subsequent Payment Dates pursuant to clause twenty-second of the Priority of Payments until the applicable Contributions Amount Shortfall has been reduced to zero.

(ii) Except as described in Section 5.14(k)(iii), amounts deposited to the Contributions Reserve Account shall be held in such account for three Monthly Collection Periods, after which the released amounts shall be deposited to the Surplus Account on the next Payment Date.

(iii) On any Payment Date following (i) the commencement of any Cash Trapping Period, the amounts then on deposit in the Contributions Reserve Account (including any Investment Income) shall be withdrawn and deposited into the Cash Trap Reserve Account, or (ii) the occurrence of any Early Amortization Event or Event of Default, the amounts then on deposit in the Contributions Reserve Account (including any Investment Income) shall be

withdrawn and deposited into the Collection Account for distribution in accordance with the Priority of Payments.

(l) Amounts on Deposit in the Termination Amount Reserve Account.

(i) With respect to any Payment Date, 100% of any funds available in the Collection Account after payment of the amounts described in clauses first through twelfth of the Priority of Payments, shall be deposited to the Termination Amount Reserve Account, up to an amount equal to the aggregate amount of Termination Amounts (with respect to each Payment Date, the “Aggregate Termination Amount”) deposited to the Collection Account during the related Monthly Collection Period; provided that if the remaining funds available in the Collection Account after payment of the amounts described in clauses first through twelfth of the Priority of Payments on such Payment Date is less than the related Aggregate Termination Amount for the related Monthly Collection Period, then an aggregate amount equal to the difference between such Aggregate Termination Amount and such remaining available amount on deposit in the Collection Account (such difference, the “Termination Amount Shortfall”) shall continue to be required to be deposited to the Termination Amount Reserve Account on subsequent Payment Dates (in addition to any other Aggregate Termination Amount due on such subsequent Payment Dates) pursuant to clause thirteenth of the Priority of Payments until the applicable Termination Amount Shortfall has been reduced to zero.

(ii) Except as described in Section 5.14(l)(iii), amounts deposited to the Termination Amount Reserve Account shall be held in such account for three Monthly Collection Periods, after which time the amounts will be released and deposited to the Surplus Account on the next Payment Date.

(iii) On any Payment Date following (i) the commencement of any Cash Trapping Period, the amounts then on deposit in the Termination Amount Reserve Account (including any Investment Income) shall be withdrawn and deposited into the Cash Trap Reserve Account, or (ii) the occurrence of any Early Amortization Event or Event of Default, the amounts then on deposit in the Termination Amount Reserve Account (including any Investment Income) shall be withdrawn and deposited into the Collection Account for distribution in accordance with the Priority of Payments.

(m) Amounts on Deposit in the Hedge Payment Account.

(i) Deposits to and withdrawals from the Hedge Payment Account shall be made in accordance with the applicable Series Supplement providing for the use of such account.

(n) Amounts on Deposit in the Enhancement Payment Account.

(i) Deposits to and withdrawals from the Enhancement Payment Account shall be made in accordance with the applicable Series Supplement providing for the use of such account.

Section 5.15 Determination of Monthly Interest.

Monthly payments of interest and fees on each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement.

Section 5.16 Determination of Monthly Principal.

Monthly payments of principal, if any, of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement.

Section 5.17 Prepayment of Principal.

Mandatory prepayments of principal, if any, of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement, if not otherwise described herein.

ARTICLE VI

DISTRIBUTIONS

Section 6.1 Distributions in General.

(a) Unless otherwise specified in the applicable Series Supplement, on each Payment Date, the Paying Agent shall pay to the Noteholders of each applicable Series of Notes of record on the preceding Record Date or to the applicable Variable Funding Administrative Agent the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Collection Account or the applicable Collection Account Administrative Account no later than 2:30 p.m. (New York City time) if a Noteholder or applicable Variable Funding Administrative Agent has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder or applicable Variable Funding Administrative Agent at the address for such Noteholder appearing in the Note Register or at the address for such Variable Funding Administrative Agent on file with the Paying Agent and the Trustee, in each case, if such Noteholder or applicable Variable Funding Administrative Agent has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.

(b) All Series of Notes issued under this Base Indenture that are part of a Class with an alphanumerical designation that contains the letter “A” (such as the Series

2008-1 Class A-1 Notes, the Series 2008-1 Class A-2 Notes and the Series 2008-1 Class A-3 Notes) will be classified as “Senior Notes.” Any Notes issued under this Base Indenture that are part of a Class with an alphanumerical designation that does not contain the letter “A” (such as the Series 2008-1 Class B-1 Notes) will be classified as “Subordinated Notes.” On each Payment Date, payments of interest, principal (when due) and certain other amounts in respect of all Classes of Notes will be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes. Classes of the Notes having the same alphabetical designation will be pari passu with each other with respect to all distributions of proceeds under this Base Indenture, will be paid in alphabetical order (e.g., each Class of the Series 2008-1 Class A Notes will be pari passu with each other with respect to such proceeds and will have priority over any Class of Subordinated Notes (including the Series 2008-1 Class B-1 Notes) with respect to such proceeds), and such proceeds will be distributed in respect of each Class of Notes bearing the same alphanumerical designation on a pro rata basis according to the amounts owed on such Classes of Notes, except that with respect to any prepayments of principal of the Notes under the Indenture, if any, in connection with any Indemnification Amounts, any Asset Disposition Prepayment Amounts, any Insurance Proceeds Amounts, and any Excess CAPEX Amounts, such prepayments of principal will be paid first, to the Class A-1 Notes of all Series of Notes Outstanding until paid in full, second, ratably according to the Aggregate Outstanding Principal Amount of the applicable Class of Notes, to the Class A-2 Notes and Class A-3 Notes of all Series of Notes Outstanding and third, to each class of Subordinated Notes of all Series of Notes Outstanding sequentially in alphabetical order.

(c) Unless otherwise specified in the applicable Series Supplement, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Co-Issuers whether set forth in a Monthly Manager’s Certificate, a Company Order or otherwise.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

The Co-Issuers hereby represent and warrant, for the benefit of the Trustee and the Noteholders, as follows as of each Series Closing Date:

Section 7.1 Existence and Power.

Each Securitization Entity (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) is duly qualified to do business and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary, except to the extent that the failure to so qualify is not reasonably likely to result in a Material Adverse Effect, and (c) has all limited liability company, corporate or similar powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by the Indenture and the

other Related Documents, except to the extent the failure to obtain such licenses, authorizations, consents and approvals is not reasonably likely to result in a Material Adverse Effect.

Section 7.2 Company and Governmental Authorization.

The issue and sale of the Notes and the execution, delivery and performance by each Co-Issuer of this Base Indenture and any Series Supplement and by each Co-Issuer and each other Securitization Entity of the other Related Documents to which it is a party (a) is within such Securitization Entity’s limited liability company, corporate or similar powers and has been duly authorized by all necessary limited liability company, corporate or other action, (b) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained and (c) does not contravene, or constitute a default under, any Requirements of Law with respect to such Securitization Entity or any Contractual Obligation with respect to such Securitization Entity or result in the creation or imposition of any Lien on any property of any Securitization Entity (other than Liens created by this Base Indenture or the other Related Documents), except (i) in the case of clause (b) above, and solely in connection with the Contribution Agreements, for any action or filing the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect, and (ii) in the case of clause (c) above, and solely in connection with the Contribution Agreements, for any contravention or default which could not reasonably be expected to have a Material Adverse Effects. This Base Indenture and each of the other Related Documents to which each Securitization Entity is a party has been executed and delivered by a duly Authorized Officer of such Securitization Entity.

Section 7.3 No Consent.

Except as set forth on Schedule 7.3, no consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the issue and sale of the Notes, the valid execution and delivery by each Co-Issuer of this Base Indenture and any Series Supplement and by each Co-Issuer and each other Securitization Entity of any Related Document to which it is a party or for the performance of any of the Securitization Entities’ obligations hereunder or thereunder other than such consents, approvals, authorizations, registrations, declarations or filings (a) as shall have been obtained or made by such Securitization Entity prior to the Closing Date or as are permitted to be obtained subsequent to the Closing Date in accordance with Section 7.13, or (b) relating to the performance of any Collateral Bulk Gases Business Documents the failure of which to obtain is not reasonably likely to have a Material Adverse Effect.

Section 7.4 Binding Effect.

This Base Indenture and each other Related Document to which a Securitization Entity is a party has been duly and validly authorized, executed and delivered by such Securitization Entity and, assuming due authorization, execution and delivery by the other parties thereto, is a legal, valid and binding obligation of each such

Securitization Entity enforceable against such Securitization Entity in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

Section 7.5 Litigation.

There is no action, suit, proceeding or investigation pending against or, to the knowledge of any Co-Issuer, threatened against or affecting any Securitization Entity or of which any property or assets of such Securitization Entity is the subject before any court or arbitrator or any Governmental Authority that would, individually or in the aggregate, affect the validity or enforceability of this Base Indenture or any Series Supplement, materially adversely affect the performance by the Securitization Entities of their obligations hereunder or thereunder or which is reasonably likely to have a Material Adverse Effect.

Section 7.6 No ERISA Plan.

No Securitization Entity or any corporation or any trade, business, organization or other entity (whether or not incorporated) that would be treated together with any Securitization Entity as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA has, except as provided on Schedule 7.6, established, maintains, contributes to, or has any liability in respect of (or has in the past six years established, maintained, contributed to, or had any liability in respect of) any Plan. No Securitization Entity which is a member of a Controlled Group which includes a Securitization Entity has any contingent liability with respect to any post-retirement welfare benefits under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA or other applicable continuation of coverage laws.

Section 7.7 Tax Filings and Expenses.

Each Securitization Entity has filed, or caused to be filed, all federal and state, and all other Tax returns which, to the knowledge of any Co-Issuer, are required to be filed by, or with respect to the income, properties or operations of, such Securitization Entity (whether information returns or not), and has paid, or caused to be paid, all Taxes due, if any, pursuant to said returns or pursuant to any assessment received by any Securitization Entity or otherwise, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP, or where the failure to pay such Taxes is not reasonably likely to have a Material Adverse Effect. As of the Closing Date, except as set forth on Schedule 7.7, no Co-Issuer is aware of any proposed Tax assessments against NuCO2 or any direct or indirect subsidiary thereof which either individually or in the aggregate exceed $1,000. Except as would not reasonably be expected to have a Material Adverse Effect, no tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any tax deficiencies. Each

Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification and authorization to do business in each state in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.

Section 7.8 [Reserved].

Section 7.9 Investment Company Act.

No Securitization Entity is, and after giving effect to the offer and sale of the Notes and the application of the proceeds therefrom will be, an “investment company” or a company “controlled” by an “investment company” within the meaning of, or will be required to register as an “investment company” under, the Investment Company Act and the rules and regulations of the Securities and Exchange Commission thereunder.

Section 7.10 Regulations T, U and X.

The proceeds of the Notes will not be used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof) in such a way that could cause the transactions contemplated by the Related Documents to fail to comply with the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof. No Securitization Entity owns or is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.

Section 7.11 Solvency.

Both before and after giving effect to the transactions contemplated by the Indenture and the other Related Documents, each Securitization Entity is solvent within the meaning of the Bankruptcy Code and any applicable state law (giving effect to each Co-Issuer’s right to contribution from each other Co-Issuer with respect to each Co-Issuer’s several liability for the Obligations), and no Securitization Entity is the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or insolvency law, and no Event of Bankruptcy has occurred with respect to any Securitization Entity.

Section 7.12 Ownership of Equity Interests; Subsidiaries.

(a) All of the issued and outstanding common limited liability company membership interests of the Employee Company are owned by NuCO2, and all of the issued and outstanding preferred limited liability company membership interests of the Employee Company are owned by the Master Issuer, all of which limited liability company membership interests have been validly issued and are owned of record by NuCO2 or the Master Issuer, as the case may be, free and clear of all Liens other than Permitted Liens.

(b) All of the issued and outstanding limited liability company membership interests of the Master Issuer are owned by NuCO2, all of which limited liability company membership interests have been validly issued and are owned of record by the NuCO2, free and clear of all Liens other than Permitted Liens.

(c) All of the issued and outstanding limited liability company membership interests of the Contract Holder, the Equipment Holder and the IP Holder are owned by the Master Issuer, all of which limited liability company membership interests have been validly issued and are owned of record by the Master Issuer, free and clear of all Liens other than Permitted Liens.

(d) The Master Issuer has no Subsidiaries and owns no Equity Interests in any other Person, other than the Employee Company, the Contract Holder, the Equipment Holder, the IP Holder and any Additional Securitization Entity. The Contract Holder, the Equipment Holder and the IP Holder have no Subsidiaries and own no Equity Interests in any other Person other than any Additional Securitization Entity.

Section 7.13 Security Interests.

(a) Each Co-Issuer owns and has good title to its portion of the Collateral, free and clear of all Liens other than Permitted Liens. The Co-Issuers’ rights under the Collateral Documents constitute accounts or general intangibles under the applicable UCC. This Base Indenture creates a valid and continuing Lien on the Collateral in favor of the Trustee on behalf of and for the benefit of the Secured Parties, which Lien on the Collateral has been perfected (except as described on Schedule 7.13(a) and subject to the last sentence of this Section 7.13(a)) and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from each Co-Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Co-Issuers have received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder except to the extent provided under Section 3.1 hereof. All action necessary to perfect such first-priority security interest (including the filing of UCC-1 financing statements and filings with the PTO and the United States Copyright Office) has been duly taken or, in the case of Intellectual Property, will be duly taken consistent with the obligations set forth in Section 8.25(c).

(b) Other than the security interest granted to the Trustee hereunder, pursuant to the other Related Documents or any other Permitted Lien, none of the Co-Issuers has pledged, assigned, sold or granted a security interest in the Collateral. No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by any Co-Issuer and listing such Co-Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction in the United States, except in respect of Permitted Liens or such as may have been filed, recorded or made by such Co-Issuer in favor of the Trustee on behalf of the Secured

Parties in connection with this Base Indenture, and no Co-Issuer has authorized any such filing.

(c) All authorizations in this Base Indenture for the Trustee to endorse checks, instruments and securities and to execute financing statements, continuation statements, security agreements, account control agreements and other instruments with respect to the Collateral and to take such other actions with respect to the Collateral authorized by this Base Indenture are powers coupled with an interest and are irrevocable.

Section 7.14 Related Documents.

The Related Documents are in full force and effect. There are no outstanding Defaults or Events of Default, and no events have occurred which, with the giving of notice, the passage of time or both, would constitute a Default or Event of Default.

Section 7.15 Non-Existence of Other Agreements.

Other than as permitted by Section 8.22, (a) no Securitization Entity is a party to any contract or agreement of any kind or nature, and (b) no Securitization Entity is subject to any material obligations or liabilities of any kind or nature in favor of any third party, including, without limitation, Contingent Obligations. No Securitization Entity has engaged in any activities since its formation (other than those incidental to its formation, the authorization and the issue of Series of Notes, the execution of the Related Documents to which such Securitization Entity is a party and the performance of the activities and operation of its business referred to in or contemplated by such agreements).

Section 7.16 Compliance with Contractual Obligations and Laws.

No Securitization Entity is in violation of (a) its Charter Documents, (b) any Requirement of Law with respect to such Securitization Entity or (c) any Contractual Obligation with respect to Securitization Entity except, solely with respect to clauses (b) and (c), to the extent such violation could not reasonably be expected to result in a Material Adverse Effect.

Section 7.17 Other Representations.

All representations and warranties of each Securitization Entity made in each Related Document to which it is a party are true and correct in all material respects and are repeated herein as though fully set forth herein.

Section 7.18 No Employees.

Notwithstanding any other provision of the Indenture or any Charter Documents of any Securitization Entity to the contrary, no Securitization Entity has any employees.

Section 7.19 Insurance.

The Securitization Entities maintain or cause to be maintained on the Closing Date the insurance coverages described on Schedule 7.19 hereto, in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries. All policies of insurance of the Securitization Entities are in full force and effect and the Securitization Entities are in compliance with the terms of such policies in all material respects. None of the Securitization Entities has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect. All such insurance is primary coverage, all premiums therefor due on or before the date hereof have been paid in full, and the terms and conditions thereof are no less favorable to the Securitization Entities than the terms and conditions of insurance maintained by their Affiliates that are not Securitization Entities.

Section 7.20 Environmental Matters; Real Property.

(a) None of the Securitization Entities are subject to any material liabilities or obligations pursuant to any Environmental Law.

(b) None of the Securitization Entities (a) owns any real property, or (b) leases or operates any real property, other than any real property underlying the Real Estate Leases and the lease of the headquarters of the Securitization Entities and NuCO2.

Section 7.21 Intellectual Property.

(a) The IP Holder owns or otherwise has the right to use all Intellectual Property necessary to operate the Bulk Gases Business, free and clear of all Liens, set-offs, defenses and counterclaims of whatsoever kind or nature, other than Permitted Liens. The Co-Issuers have not made and will not hereafter make any material assignment, pledge, mortgage, hypothecation or transfer of any of the Securitization IP, other than Permitted Liens.

(b) All Existing Securitization IP owned by any Co-Issuer and necessary for the operation of the Bulk Gases Business is subsisting and valid. There is no claim, action or proceeding pending, or to the knowledge of any Co-Issuer, threatened, that seeks to limit, cancel or question the validity of any Existing Securitization IP owned by any Co-Issuer or any Co-Issuer’s rights or interests therein, or its use thereof and, to

the knowledge of any Co-Issuer, there is no basis for any such claim, action or proceeding, that individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(c) There is no agreement to which any Co-Issuer is a party or otherwise bound, materially restricting the use, exploitation or enforcement of any Existing Securitization IP owned by a Co-Issuer, or that would otherwise in any material respect impair or interfere with the rights granted thereunder.

(d) To the knowledge of any Co-Issuer, the Existing Securitization IP and the use thereof in the operation of or in connection with the Bulk Gases Business does not infringe, misappropriate, dilute or violate the rights of any Person and does not violate applicable requirements of law, except for such matters that, individually, or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(e) To the knowledge of any Co-Issuer, no Person is infringing, diluting, misappropriating or otherwise violating the Existing Securitization IP, except for such matters that, individually, or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(f) Each Co-Issuer has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of the trade secrets and other confidential Intellectual Property used in connection with the Bulk Gases Business. To the knowledge of any Co-Issuer, except for such matters that, individually, or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, there has been no misappropriation of any trade secrets or other material confidential Intellectual Property used in connection with the Bulk Gases Business by any Person; no employee, independent contractor or agent of any Co-Issuer has misappropriated any trade secrets of any other Person in the course of performance as an employee, independent contractor or agent of the Bulk Gases Business; and no employee, independent contractor or agent of any Co-Issuer is in default or breach of any term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of Intellectual Property, including trade secrets, of the Bulk Gases Business.

(g) No Co-Issuer is in default or in breach of any term of any Third Party IP License Agreement, and no counterparty thereto has exercised any right of termination or asserted the existence of any default thereunder by any Co-Issuer except for such matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(h) Each Third Party IP License Agreement is in full force and effect and is the legal, valid and binding obligation of the Co-Issuer that is a party thereto except for such matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

ARTICLE VIII

COVENANTS

Section 8.1 Payment of Notes.

(a) Each Co-Issuer shall pay or cause to be paid the principal of, interest on (subject to Section 2.15(e)), and, if applicable, commitment fees with respect to, the Notes when due, together with any prepayment amounts, if any, pursuant to the provisions of this Base Indenture and any applicable Series Supplement. Principal, interest and commitment fees shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal, interest and commitment fees then due. Except as otherwise provided pursuant to a Variable Funding Note Purchase Agreement or any other Related Document, amounts properly withheld under the Code or any applicable state, local or foreign law by any Person from a payment to any Noteholder of interest or principal shall be considered as having been paid by the Co-Issuers to such Noteholder for all purposes of the Indenture and the Notes.

(b) By acceptance of its Notes, each Noteholder agrees that the failure to provide the Paying Agent with appropriate tax certifications (which includes (i) an Internal Revenue Service Form W-9 for United States persons (as defined under Section 7701(a)(30) of the Code) or any applicable successor form or (ii) an applicable Internal Revenue Service Form W-8, for Persons other than United States persons, or applicable successor form) may result in amounts being withheld from payments to such Noteholder under this Base Indenture and any Series Supplement and that amounts withheld pursuant to applicable laws shall be considered as having been paid by the Co-Issuers as provided in clause (a) above.

Section 8.2 Maintenance of Office or Agency.

(a) The Co-Issuers shall maintain an office or agency (which may be an office of the Trustee, the Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Co-Issuers in respect of the Notes and the Indenture may be served, and where, at any time when the Co-Issuers are obligated to make a payment of principal on the Notes, the Notes may be surrendered for payment. The Co-Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Co-Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

(b) The Co-Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Co-Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Co-Issuers hereby designate the applicable Corporate Trust Office as one such office or agency of the Co-Issuers.

Section 8.3 Payment and Performance of Obligations. The Co-Issuers shall, and the Master Issuer shall cause the other Securitization Entities to, pay and discharge and fully perform, at or before maturity, all of their respective material obligations and liabilities, including, without limitation, Tax liabilities and other governmental claims levied or imposed upon such Securitization Entity or upon the income, properties or operations of any Securitization Entity, judgments, settlement agreements and all obligations of each Securitization Entity under the Collateral Documents, except where the same may be contested in good faith by appropriate proceedings (and without derogation from the material obligations of the Co-Issuers hereunder regarding the protection of the Collateral from Liens (other than Permitted Liens)), and shall maintain, in accordance with GAAP, reserves as appropriate for the accrual of any of the same.

Section 8.4 Maintenance of Existence. Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, maintain its existence as a limited liability company or corporation, if applicable, validly existing, and in good standing under the laws of its state of organization and duly qualified as a limited liability company or corporation, if applicable, licensed under the laws of each state in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect. Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity (other than any Additional Securitization Entity that is a corporation) to, be treated as a disregarded entity within the meaning of United States Treasury regulation section 301.7701-2(c)(2), and no Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity (other than any Additional Securitization Entity that is a corporation) to, be classified as a corporation or as an association taxable as a corporation or a publicly traded partnership taxable as a corporation for United States federal tax purposes. Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, comply with its Charter Documents.

Section 8.5 Compliance with Laws. Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, comply in all respects with all Requirements of Law with respect to such Co-Issuer or such other Securitization Entity except where such noncompliance would not be reasonably likely to result in a Material Adverse Effect; provided, however, such noncompliance will not result in a Lien (other than a Permitted Lien) on any of the Collateral or any criminal liability on the part of any Securitization Entity, the Master Manager, the Transaction Manager or the Trustee.

Section 8.6 Inspection of Property; Books and Records. Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions, business and activities in accordance with GAAP. Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to,

permit each of the Trustee and the Administrative Agent or any Person appointed by either of them to act as its agent to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, managers, employees and Independent Accountants (an “Audit”) at the sole cost and expense of the Co-Issuers, at such reasonable times upon such reasonable notice as may reasonably be requested; provided, that the Trustee, the Administrative Agent or such Person appointed by either of them to act as its agent shall only be entitled to up to two Audits per calendar year actually completed; provided, further, that during the continuance of an Early Amortization Event or an Event of Default each of the Trustee and the Administrative Agent or any Person appointed by either of them to act as its agent may visit and conduct such number of Audits as it deems necessary at any time and all such visits and Audits shall be at the Co-Issuers’ expense.

Section 8.7 Actions under the Collateral Documents and Related Documents.

(a) Except as otherwise provided in Section 8.7(d), no Co-Issuer shall, and the Master Issuer shall not permit any Securitization Entity to, take any action which would permit any Securitization Entity or any other Person party to a Collateral Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Collateral Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Collateral Transaction Document.

(b) Except as otherwise provided in Section 3.2(a) or 8.7(d), no Co-Issuer shall, and the Master Issuer shall not permit any Securitization Entity to, take any action which would permit any other Person party to a Collateral Bulk Gases Business Documents to have the right to refuse to perform any of its respective obligations under such Collateral Bulk Gases Business Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Collateral Bulk Gases Business Documents if such action when taken on behalf of any Securitization Entity by the Transaction Manager would constitute a breach by the Transaction Manager of the Transaction Management Agreement.

(c) Except as otherwise provided in Section 3.2(a), each Co-Issuer agrees that it shall not, and the Master Issuer shall cause each Securitization Entity not to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Document or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to such Co-Issuer or such other Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor, if such action when taken on behalf of any Securitization Entity by the Transaction Manager would constitute a breach by the Transaction Manager of the Transaction Management Agreement.

(d) Each Co-Issuer agrees that it shall not, and the Master Issuer shall cause each Securitization Entity not to, without the prior written consent of the Control

Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Related Documents excluding the Indenture; provided, however, that the Securitization Entities may agree to any amendment, modification, supplement or waiver of any such term of any Related Document excluding the Indenture without any such consent:

(i) to add to the covenants of any Securitization Entity for the benefit of the Secured Parties; or to add to the covenants of NuCO2 or any Affiliate thereof for the benefit of any Securitization Entity; or

(ii) to make such other provisions in regard to matters or questions arising under the Related Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Noteholder, any Note Owner or any other Secured Party; provided that an Officer’s Certificate (in form and substance reasonably satisfactory to the Trustee) shall be delivered to the Trustee and the Rating Agencies to such effect.

(e) Upon the occurrence of a Master Manager Default under the Master Management Agreement, (i) each Co-Issuer shall not, and the Master Issuer shall cause each other Securitization Entity not to, without the prior written consent of the Control Party, terminate the Master Manager and appoint any successor Master Manager in accordance with the Master Management Agreement and the Replacement Management Agreement and (ii) each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, terminate the Master Manager and appoint one or more successor Master Managers in accordance with the Master Management Agreement and the Replacement Management Agreement if and when so directed by the Control Party.

(f) Upon the occurrence of a Transaction Manager Default under the Transaction Management Agreement, (i) each Co-Issuer shall not, and the Master Issuer shall cause each other Securitization Entity not to, without the prior written consent of the Control Party, terminate the Transaction Manager and appoint any successor Transaction Manager in accordance with the Transaction Management Agreement and (ii) each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, terminate the Transaction Manager and appoint one or more successor Transaction Managers in accordance with the Transaction Management Agreement and the Replacement Management Agreement if and when so directed by the Control Party.

(g) Each Co-Issuer agrees that it shall, and the Master Issuer shall cause each Securitization Entity to, perform its obligations under each Related Document (including without limitation the payment of any reimbursable expenses pursuant to such Related Documents) and enforce the obligations of the Additional Securitization Entities, if any, under and pursuant to the Related Documents.

(h) Each Co-Issuer agrees that it shall not, and the Master Issuer shall

cause each Securitization Entity not to, permit the validity or effectiveness of the Indenture to be impaired, or permit any Lien under the Indenture to be subordinated, terminated or discharged, except as permitted or contemplated by the terms of the Indenture.

Section 8.8 Notice of Defaults and Other Events. Promptly (and in any event within two (2) Business Days) following Actual Knowledge of the occurrence of any circumstances which might reasonably be expected to constitute (i) an Early Amortization Event, (ii) a Master Manager Default or a Transaction Manager Default, (iii) an Event of Default or (iv) a default under any Related Document (other than the Indenture), the Co-Issuers shall give the Trustee, the Administrative Agent and the Rating Agencies with respect to each Series of Notes Outstanding notice thereof (provided that such notice need not be sent to the Rating Agencies in the case of a non-monetary default under the First Tier Contribution Agreement), together with an Officer’s Certificate setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by the Co-Issuers. The Co-Issuers shall, at their expense, promptly provide to the Trustee and the Administrative Agent such additional information as the Trustee or the Administrative Agent may reasonably request from time to time in connection with the matters so reported, and the actions so taken or contemplated to be taken.

Section 8.9 Notice of Material Proceedings. Without limiting Section 8.30, promptly (and in any event within five (5) Business Days) upon the determination by any of the chief executive officer, the chief financial officer, the chief operating officer, the senior vice president-sales or the chief legal officer of the Master Manager that the commencement or existence of any litigation, arbitration or other proceeding with respect to it or any of its Affiliates would be reasonably likely to have a Material Adverse Effect, the Co-Issuers shall give written notice thereof to the Trustee and the Rating Agencies.

Section 8.10 Further Requests. Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, promptly furnish to the Trustee or any Rating Agency such additional information regarding the financial position, results of operations or business of NuCO2, the Master Issuer or any Securitization Entity or such other information as, and in such form as, the Trustee or Rating Agency may reasonably request in connection with the transactions contemplated hereby or by any Series Supplement.

Section 8.11 Further Assurances.

(a) Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, do such further acts and things, and execute and deliver to the Trustee and the Administrative Agent such additional assignments, agreements, powers and instruments, as are necessary or desirable to obtain or maintain the security interest of the Trustee in the Collateral on behalf of the Secured Parties as a perfected security interest subject to no prior Liens (other than Permitted Liens), to carry into effect the purposes of the Indenture or the other Related Documents or to better assure and confirm unto the Trustee, the Administrative Agent, the Noteholders or the other Secured Parties

their rights, powers and remedies hereunder including, without limitation, the filing of any financing or continuation statements or amendments under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby, except as set forth on Schedule 8.11 or in Section 8.25. The Co-Issuers intend the security interests granted pursuant to the Indenture in favor of the Secured Parties to be prior to all other Liens (other than Permitted Liens) in respect of the Collateral, and each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, take all actions necessary to obtain and maintain, in favor of the Trustee for the benefit of the Secured Parties, a first priority perfected Lien on the Collateral (except with respect to Permitted Liens). If any Co-Issuer fails to perform any of its agreements or obligations under this Section 8.11(a), the Trustee or the Administrative Agent itself may perform such agreement or obligation, and the expenses of the Trustee or the Administrative Agent incurred in connection therewith shall be payable by the Co-Issuers upon the Trustee’s or the Administrative Agent’s demand therefor. The Trustee and the Administrative Agent are hereby authorized to execute and file any financing statements, continuation statements, amendments or other instruments necessary or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the Collateral.

(b) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument (other than checks required to be deposited within two (2) Business Days to the Concentration Account in accordance with the terms of this Indenture), such note, chattel paper or instrument shall be deemed to be held in trust and, subject to an exception for such notes, chattel paper and instruments that in the aggregate at any one time do not evidence more than $10,000 payable to the Securitization Entities, immediately pledged and within two (2) Business Days physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly. In such event, the Co-Issuers will enter into a custodial agreement with the Trustee on terms reasonably satisfactory to the parties thereto.

(c) Notwithstanding the provisions set forth in clauses (a) and (b) above, the Co-Issuers shall not be required to perfect any security interest in any fixtures (other than through a central filing of a UCC financing statement).

(d) If during any Monthly Collection Period, any Co-Issuer shall assert in litigation an interest in any commercial tort claim or claims (as such term is defined in the New York UCC) and such commercial tort claim or claims (when added to any past commercial tort claim or claims that were asserted by any Securitization Entity prior to such Monthly Collection Period that are still outstanding) have an aggregate value equal to or greater than $5,000,000 as of the last day of such Monthly Collection Period, such Co-Issuer shall notify the Trustee and the Administrative Agent on or before the Determination Date prior to the next succeeding Payment Date that it has asserted such an interest and, at the request of the Trustee or the Administrative Agent, shall sign and deliver documentation acceptable to the Trustee and the Administrative Agent granting a

security interest under the Base Indenture in and to the proceeds of such commercial tort claim or claims.

(e) Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, warrant and defend the Trustee’s right, title and interest in and to the Collateral and the income, distributions and Proceeds thereof, for the benefit of the Trustee on behalf of the Secured Parties, against the claims and demands of all Persons whomsoever.

(f) On or before May 30th of each calendar year, commencing with May 30, 2009, the Co-Issuers shall furnish to the Trustee, the Administrative Agent and the Rating Agencies an Opinion of Counsel reaffirming the opinions with respect to the perfection of Liens and security interest created by this Base Indenture under Article 9 of the New York UCC on the Collateral set forth in the Opinions of Counsel delivered on the applicable Series Closing Date pursuant to the Note Purchase Agreements.

Section 8.12 Liens. No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to (a) create, incur, assume or permit to exist any Lien upon any of its property, other than (i) Liens in favor of the Trustee for the benefit of the Secured Parties and (ii) other Permitted Liens or (b) enter into any agreement prohibiting or conditioning the creation of any Lien on any of its property (including the Collateral) other than (i) this Base Indenture and the other Related Documents, (ii) any agreements governing any Capitalized Lease Obligations (or refinancings thereof) permitted by Section 8.13(iv) of this Base Indenture (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (iii) pursuant to customary non-assignment or no-subletting clauses in leases, licenses or contracts entered into in the ordinary course of business, which restrict only the assignment of such lease, license or contract, as applicable, (iv) with respect to property to be sold pursuant to an executed agreement in connection with Permitted Asset Dispositions permitted by Section 8.16, restrictions covering such specific property and (v) any restriction that exists pursuant to applicable Requirements of Law.

Section 8.13 Other Indebtedness. No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness other than (i) Indebtedness hereunder, (ii) any guarantee by any Securitization Entity of the obligations of any other Securitization Entity, (iii) any Indebtedness incurred in connection with Permitted Hedges and (iv) Capitalized Lease Obligations relating to office furnishings and office equipment of not more than $2,000,000 at any time outstanding;

Section 8.14 No ERISA Plan. No Securitization Entity or any corporation or any trade, business, organization or other entity (whether or not incorporated), that would be treated together with any Securitization Entity as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA shall establish, maintain, contribute to, incur any obligation to contribute to, or incur any liability in respect of, any Plan.

Section 8.15 Mergers. No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, merge or consolidate with or into any other Person, transfer substantially all of its assets to any other Person or terminate or liquidate (whether by means of single transaction or a series of related transactions).

Section 8.16 Asset Dispositions.

No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, sell, transfer, lease, license, liquidate or otherwise dispose of any of its property (whether by means of a single transaction or a series of related transactions), including any Equity Interests of any other Securitization Entity, except in the case of the following (each, a “Permitted Asset Disposition”):

(a) any disposition or other transfer of Bulk CO2 Tanks, Nitrogen Generators or Customer Contracts of any of the Securitization Entities; provided that with respect to any Excess Customer Contract Disposition, the Control Party shall have provided its prior written consent; provided further that with respect to any Notice Triggering Customer Contract Disposition (i) prior written notice thereof shall have been given to the Rating Agencies, and (ii) the Transaction Manager, on behalf of the Securitization Entities, shall certify to the Rating Agencies that the Three-Month DSCR on the immediately succeeding Payment Date (after giving effect to such Disposition) will be equal to or greater than the Three-Month DSCR on the immediately preceding Payment Date;

(b) any Obsolete Property Disposition or Disposition of any Miscellaneous Equipment; provided that with respect to any Disposition of Miscellaneous Equipment, such Disposition (individually or in combination with all other such Dispositions of Miscellaneous Equipment) will not cause a Material Adverse Effect; and

(c) any other sale, lease, license, transfer or other disposition of property to which the Control Party has given the Master Issuer its prior written consent and which is not otherwise expressly permitted by the Indenture or any other Related Document; provided that the Master Issuer shall deliver a copy of such prior written consent to the Rating Agencies.

In the case of any Dispositions permitted by Section 8.16(a), the Asset Disposition Amounts, (A) with respect to Dispositions of Customer Contracts, shall be deposited to the Collection Account and applied as Asset Disposition Prepayment Amounts in accordance with clause tenth and clause fifteenth, as applicable, of the Priority of Payments, (B) with respect to Dispositions of Bulk CO2 Tanks and Dispositions of Nitrogen Generators, shall be deposited to the Collection Account as regular Collections and applied in accordance with the Priority of Payments, and (C) with respect to Excess Bulk CO2 Tank and Nitrogen Generator Dispositions, shall be deposited to the Collection Account and applied as Asset Disposition Prepayment Amounts in accordance with clause tenth and clause fifteenth, as applicable, of the Priority of Payments;

In the case of any Dispositions permitted by Section 8.16(b), the related Asset Disposition Amounts shall be deposited to the Collection Account as regular Collections and applied in accordance with the Priority of Payments.

In the case of any Dispositions permitted by Section 8.16(c), all proceeds arising from such sale, lease, license, transfer or other disposition are deposited in accordance with the instructions provided by the Control Party in the document providing such prior written consent, except that if such document does not contain deposit instructions, then such proceeds shall be deposited into the Collection Account as regular Collections and applied in accordance with the Priority of Payments.

Concurrently with a Permitted Asset Disposition, upon request of the Co-Issuers, the Trustee, at the written direction of the Transaction Manager, shall execute and deliver to the Co-Issuers any and all documentation reasonably requested and prepared by the Co-Issuers at their expense to effect or evidence the release by the Trustee of its security interest on behalf of the Secured Parties in the property disposed of in connection with such Permitted Asset Disposition.

Section 8.17 Acquisition of Assets. No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any assets if such acquisition when effected on behalf of any Securitization Entity by the Transaction Manager, would constitute a breach by the Transaction Manager of the Transaction Management Agreement.

Section 8.18 Dividends, Officers’ Compensation, etc. The Master Issuer shall not declare or pay any distributions on any of its limited liability company interests; provided, however, that so long as no Early Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Master Issuer may declare and pay distributions to the extent permitted under Section 18-607 of the Delaware Limited Liability Company Act and the Master Issuer Operating Agreement. Without limiting Section 8.28, no Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, pay any wages or salaries or other compensation to its officers, directors, managers or other agents, if any, except as permitted to be paid pursuant to any Related Documents. Except as permitted in connection with the formation of an Additional Securitization Entity, no Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest or other security in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as consented to by the Control Party.

Section 8.19 Legal Name, Location Under Section 9-301 or 9-307. No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, change its location (within the meaning of Section 9-301 or 9-307 of the applicable UCC) or its legal name without at least thirty (30) days’ prior written notice to the Trustee, the Administrative Agent and the Rating Agencies with respect to each Series of Notes Outstanding. In the event that any Co-Issuer or other Securitization Entity desires

to so change its location or change its legal name, such Co-Issuer shall, or shall cause such other Securitization Entity to, make any required filings and prior to actually changing its location or its legal name such Co-Issuer shall, or shall cause such other Securitization Entity to, deliver to the Trustee and the Administrative Agent (i) an Officer’s Certificate and an Opinion of Counsel confirming that all required filings have been made, subject to Section 8.11(c), to continue the perfected interest of the Trustee on behalf of the Secured Parties in the Collateral under Article 9 of the applicable UCC in respect of the new location or new legal name of such Co-Issuer or other Securitization Entity and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

Section 8.20 Charter Documents. No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, amend, or consent to the amendment of any of its Charter Documents to which it is a party as a member or shareholder unless, prior to such amendment, the Trustee shall have received, in a form satisfactory to it, (a) a bring-down of the non-consolidation opinion delivered on the Closing Date (or thereafter in the case of an Additional Securitization Entity) expressly confirming that giving effect to such amendment will not adversely affect the analysis and conclusions in such opinion and (b) Rating Agency Confirmation Letters shall have been delivered to the Trustee confirming each applicable rating from the applicable Rating Agency with respect to each Series of Notes then Outstanding; provided that the Control Party also shall have consented to such amendment if such amendment could be expected, in any manner, to change the amounts available for deposit (or the time of such deposit) to the Concentration Account or the Collection Account that otherwise would be derived from such Securitization Entity pursuant to the Related Documents.

Section 8.21 Investments. No Co-Issuer shall, and the Master Issuer shall not, permit any other Securitization Entity to, make, incur, or suffer to exist any loan, advance, extension of credit or other investment in any Person if such investment when made on behalf of any Securitization Entity by the Transaction Manager would constitute a breach by the Transaction Manager of the Transaction Management Agreement other than (a) investments of amounts in the Concentration Account, the Securitization Entity Accounts, the Base Indenture Accounts and the Series Accounts or (b) in any other Securitization Entity.

Section 8.22 No Other Agreements. No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, enter into or be a party to any agreement or instrument other than any Related Document, any Collateral Bulk Gases Business Document, any other document permitted by a Series Supplement or the Related Documents, as the same may be amended, supplemented or otherwise modified from time to time, any documents related to any Enhancement (subject to Section 8.32) or any Interest Rate Hedge (subject to Section 8.33) or any documents or agreements incidental thereto or any other agreement if such transaction when effected on behalf of any Securitization Entity by the Transaction Manager would not constitute a breach by the Transaction Manager of the Transaction Management Agreement.

Section 8.23 Bulk Gases Business; Other Business.

(a) Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, maintain all licenses, permits, charters and registrations required for the conduct of its portion of the Bulk Gases Business and any other business in which such Co-Issuer is authorized to engage in accordance with its Charter Documents, except for those the failure of which to maintain would not, alone or in the aggregate, be reasonably likely to result in a Material Adverse Effect; and

(b) No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, engage in any business or enterprise or enter into any transaction other than in connection with the Bulk Gases Business, the incurrence and payment of ordinary course operating expenses, the issuing and selling of the Notes and other activities related to or incidental to any of the foregoing or any other transaction which when effected on behalf of any Securitization Entity by the Transaction Manager would not constitute a breach by the Transaction Manager of the Transaction Management Agreement.

Section 8.24 Maintenance of Separate Existence.

(a) Each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to:

(i) maintain their own deposit and securities account, as applicable, or accounts, separate from those of any of its Affiliates (other than the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities) other than as provided in the Related Documents;

(ii) ensure that all transactions between it and any of its Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being

understood and agreed that the transactions contemplated in the Related Documents meet the requirements of this clause (ii);

(iii) to the extent that it requires an office to conduct its business, either (a) conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (a), or (b) conduct its business from an office shared between such Co-Issuer or Securitization Entity and any of its members or Affiliates (other than the other Securitization Entities), provided that there shall be an equitable and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;

(iv) issue separate financial statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP;

(v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;

(vi) not assume or guarantee any of the liabilities of any of its Affiliates (other than the other Securitization Entities);

(vii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with respect to it and (y) comply in all material respects with those procedures described in such provisions which are applicable to it;

(viii) maintain at least one Independent Manager or Independent Director on its Board of Managers or its Board of Directors, as the case may be.

(b) Each Co-Issuer, on behalf of itself and each of the other Securitization Entities, shall confirm on the Closing Date that the statements contained under “Assumptions of Fact” in the opinion of Gibson, Dunn & Crutcher LLP regarding substantive consolidation and true sale or true contribution matters delivered to the Trustee on the Closing Date are true and correct with respect to itself and each other Securitization Entity, and that each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, act in a manner consistent with the assumptions and factual recitations set forth in such opinion, and comply with any covenants or

obligations assumed to be complied with by it therein as if such covenants and obligations were set forth herein.

Section 8.25 Covenants Regarding the Securitization IP.

(a) No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, take or omit to take any action with respect to the maintenance, enforcement and defense of the IP Holder’s (or any Additional IP Holder’s) rights in and to the Securitization IP that would constitute a breach by the Transaction Manager of the Transaction Management Agreement if such action were taken or omitted by the Transaction Manager on behalf of any Securitization Entity.

(b) The Co-Issuers shall notify the Trustee in writing within ten (10) Business Days of any Co-Issuer’s Actual Knowledge or having reason to know that any application or registration relating to any material Securitization IP, including any Trademark included in the Existing Securitization IP (now or hereafter existing), may become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the PTO, the United States Copyright Office or any court, but excluding any non-final determinations (other than in an adversarial proceeding) of the PTO) regarding the validity or any Securitization Entity’s ownership of any material Securitization IP, its right to register the same, or to keep and maintain the same.

(c) With respect to the Securitization IP, the IP Holder agrees to, and each other Co-Issuer agrees to cause the IP Holder (and any Additional IP Holder) to, execute, deliver and file instruments substantially in the form of Exhibit C-1 hereto with respect to Trademarks, Exhibit C-2 hereto with respect to Patents and Exhibit C-3 with respect to Copyrights, as each such type of Intellectual Property is included in the Securitization IP, or otherwise in form and substance satisfactory to the Control Party, and any other instruments or documents as may be reasonably necessary or, in the Control Party’s opinion, desirable under any Requirement of Law and agreed upon by the IP Holder (and each applicable Additional IP Holder) and the Control Party, to perfect or protect the Trustee’s security interest granted under this Base Indenture in the Patents, Trademarks and Copyrights included in the Securitization IP.

(d) If any Co-Issuer, either itself or through any agent, licensee or designee, shall file an application for the registration of any Patent, Trademark or Copyright with the PTO or the United States Copyright Office, such Co-Issuer, will within a reasonable time after such filing (and in any event within ninety (90) days for Patents and Trademarks and thirty (30) days for Copyrights) (i) give the Trustee written notice thereof and (ii) upon reasonable request of the Control Party, subject to Section 3.1(a)(iv), shall execute and deliver all instruments and documents, and take all further action, that the Control Party may request in order to continue, perfect or protect the security interest granted hereunder, including, without limitation, executing and delivering (x) the Supplemental Grant of Security Interest in Trademarks substantially in the form attached as Exhibit D-1 hereto, (y) the Supplemental Grant of Security Interest

in Patents substantially in the form attached as Exhibit D-2 hereto and/or (z) the Supplemental Grant of Security Interest in Copyrights substantially in the form attached as Exhibit D-3 hereto.

(e) In the event that any material Securitization IP is infringed upon, misappropriated, violated or diluted by a third party, the IP Holder (or any Additional IP Holder) upon having Actual Knowledge of such infringement, violation, misappropriation or dilution shall promptly notify the Trustee in writing. The IP Holder (or any Additional IP Holder) shall take all reasonable and appropriate actions, at its expense, to protect or enforce such material Securitization IP, including suing for infringement, violation, misappropriation or dilution and seeking an injunction (including, if appropriate, temporary and/or preliminary injunctive relief) against such infringement, violation, misappropriation or dilution, unless the failure to take such actions if taken on behalf of the IP Holder (or any Additional IP Holder) by the Transaction Manager would not constitute a breach by the Transaction Manager of the Transaction Management Agreement; provided that if the IP Holder (or any Additional IP Holder) decides not to take action with respect to a material infringement, violation, misappropriation or dilution, the IP Holder (or any Additional IP Holder) shall deliver written notice to the Trustee setting forth in reasonable detail the basis for its decision not to act.

(f) The parties agree that the Securitization IP License Agreement and any sublicense thereof by the Contract Holder may only be amended, terminated or assigned by the parties thereto with the consent of the Control Party, notwithstanding any other obligations, restrictions or requirements related to amendments, termination or assignment contained in such Securitization IP License Agreement. The parties agree that the Trustee shall be a third party beneficiary of the rights (but none of the duties, obligations or liabilities) arising under the Securitization IP License Agreement for so long as there are Notes Outstanding under this Base Indenture, and that the Trustee may enforce the provisions of the Securitization IP License Agreement and exercise the rights of the IP Holder under the Securitization IP License Agreement in connection with a liquidation of the collateral upon and during the continuance of an Event of Default.

Section 8.26 Contributions. The Master Issuer shall, or shall cause the Master Manager to, deposit each Contribution into the Collection Account.

Section 8.27 Real Property Leases. No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, enter into any lease of real property (other than in connection with the Real Estate Leases).

Section 8.28 No Employees. The Co-Issuers and the other Securitization Entities shall have no employees.

Section 8.29 Insurance. The Co-Issuers shall maintain, or cause the Transaction Manager to maintain, with financially sound insurers with (i) at least one of the following: a Moody’s Credit Rating of not less than “A2”, an S&P Credit Rating of not less than “A” or a Fitch Credit Rating of not less than “A” and (ii) a claims-paying

ability rated not less than “A:VIII” by A.M. Best’s Key Rating Guide, insurance coverages as required pursuant to the Transaction Management Agreement; provided that the Co-Issuers shall cause NuCO2 to list each Securitization Entity as an “additional insured” or “loss payee” or “co-insured” on any insurance maintained by NuCO2 for the benefit of the Securitization Entity. The terms and conditions of all such insurance shall be no less favorable to the Co-Issuers than the terms and conditions of insurance maintained by their Affiliates that are not Securitization Entities. The Co-Issuers shall annually provide to the Trustee and the Administrative Agent an insurance certificate showing that the insurance required to be maintained by the Co-Issuers hereunder is in full force and effect, by not later than May 31st of each calendar year. Schedule 8.29 attached hereto sets forth every insurance policy maintained by the Co-Issuers, the Transaction Manager and NuCO2 as of the Closing Date, and further identifies the “primary insured” and “co-insureds” for each insurance policy.

Section 8.30 Litigation. If NuCO2 is not then subject to Section 13 or 15(d) of the Exchange Act, the Co-Issuers shall, on each Payment Date (or promptly after obtaining Actual Knowledge thereof), provide a written report to the Trustee and the Rating Agencies that sets forth all outstanding litigation, arbitration or other proceedings against NuCO2 or any of its Subsidiaries that would have been required to be disclosed in NuCO2’s annual reports, quarterly reports and other public filings which NuCO2 would have been required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act if NuCO2 were subject to such sections.

Section 8.31 Environmental. If NuCO2 is not then subject to Section 13 or 15(d) of the Exchange Act, the Co-Issuers shall, and the Master Issuer shall cause each other Securitization Entity to, promptly notify the Trustee and the Rating Agencies, in writing, upon receipt of any written notice of which any Securitization Entity becomes aware from any source of facts or allegations (including but not limited to a governmental entity) relating in any way to any possible material liability of any Securitization Entity pursuant to any Environmental Law that would have been required to be disclosed in NuCO2’s annual reports, quarterly reports and other public filings which NuCO2 would have been required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act if NuCO2 were subject to such sections.

Section 8.32 Enhancements. No Enhancement shall be provided in respect of any Series of Notes, nor will any Enhancement Provider have any rights hereunder, as third-party beneficiary or otherwise, except as determined by the Transaction Manager as commercially reasonable to provide Enhancement with respect to the Notes.

Section 8.33 Interest Rate Hedges; Derivatives Generally.

(a) No Interest Rate Hedge shall be provided in respect of any Series of Notes, nor will any Hedge Counterparty have any rights hereunder, as third-party beneficiary or otherwise, except for Permitted Hedges that are determined by the

Transaction Manager as commercially reasonable to hedge interest rate exposure of the Co-Issuers under the Indenture or any Series of Notes.

(b) No Co-Issuer shall, and the Master Issuer shall not permit any other Securitization Entity to, enter into any derivative contract, swap, option, hedging contract, forward purchase contract or other similar agreement or instrument if any such contract, agreement or instrument requires the Co-Issuers to expend any financial resources to satisfy any payment obligations owed in connection therewith except as determined by the Transaction Manager in its commercially reasonable judgment as necessary in the operation of the business of the Co-Issuers.

Section 8.34 Additional Securitization Entity.

(a) The Co-Issuers shall not form or cause to be formed any Additional Securitization Entities other than in accordance with and as permitted under the Related Documents, and without first obtaining the prior written consent of the Control Party; provided that the prior written consent of the Control Party shall not be required if such Additional Securitization Entity is a Delaware limited liability company or a Delaware corporation and has adopted Charter Documents substantially similar to the Charter Documents of the Securitization Entities that are Delaware limited liability companies or Delaware corporations, as applicable, as in existence on the Closing Date.

(b) If any Co-Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the proviso set forth in clause (a) above, such Co-Issuer shall first obtain the prior written consent of the Control Party; provided that the Master Issuer shall deliver a copy of any such prior written consent to the Rating Agencies.

(c) Any direct or indirect Subsidiary formed by the Co-Issuers pursuant to clause (a) or clause (b) above shall automatically be designated as an Additional Securitization Entity, and the Co-Issuers shall cause any such Additional Securitization Entity to become an Additional Co-Issuer. The Co-Issuers shall cause such Additional Securitization Entity to promptly execute a Supplement to the Indenture pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Indenture with the other Co-Issuers. The Co-Issuers shall, if applicable, designate any such Additional Co-Issuer as (i) an Additional Contract Holder; provided that such Additional Co-Issuer owns Customer Contracts, or (ii) an Additional IP Holder; provided that such Additional Co-Issuer owns Securitization IP.

(d) Upon the execution and delivery of a Supplement as required by clause (c) above, any Additional Securitization Entity party thereto will become a party to the Indenture with the same force and effect as if originally named therein as a Co-Issuer and, without limiting the generality of the Indenture, will assume all Obligations and liabilities of a Co-Issuer hereunder.

Section 8.35 Subordinated Note Repayments. No Co-Issuer shall repay any Subordinated Notes after the Series Adjusted Repayment Date with respect to

the Initial Series of Notes with amounts obtained by the Master Issuer from NuCO2 or any other direct or indirect owner of Equity Interests of the Master Issuer in the form of any capital contributions or any portion of any Surplus Amounts distributed to the Master Issuer pursuant to the Priority of Payments unless and until all Senior Notes Outstanding have been paid in full and are no longer Outstanding.

Section 8.36 Registration under Securities Laws. The Co-Issuers shall, and the Master Issuer shall cause each Securitization Entity to, take all reasonable actions necessary so as to exempt any Class of any Series of Notes and the sale thereof from registration under the 1933 Act (including permitting compliance with Rule 144A), or under any applicable securities laws, and use all reasonable efforts to permit any Series of Notes to be designated as PORTAL securities if so requested by the Initial Purchaser or any placement agent.

Section 8.37 Control Party. The Co-Issuers shall, and the Master Issuer shall cause each Securitization Entity to, comply with all directions of the Control Party properly given in accordance with the terms of the Indenture.

Section 8.38 Other Accounts. Except with respect to the Surplus Account, so long as any Notes remain Outstanding, none of the Co-Issuers, and none of the Securitization Entities, shall (i) own any deposit account except as may be pledged to the Trustee or (ii) make any deposits into any account other than in accordance with the terms of this Base Indenture and the other Related Documents.

Section 8.39 Transaction with NuCO2 and Affiliates. The Co-Issuers shall not, and the Master Issuer shall cause each Securitization Entity not to, enter into any transactions with NuCO2 or its Affiliates, except as contemplated or permitted by the Related Documents (including without limitation any Contribution pursuant to Section 8.26 of this Base Indenture or any equity contributions that do not constitute “Contributions”) and the Collateral Bulk Gases Business Documents (including, for the avoidance of doubt, entering into such Related Documents and Collateral Bulk Gases Business Documents).

Section 8.40 Investment Company Act. The Co-Issuers shall not, and the Master Issuer shall cause each Securitization Entity not to, take or suffer or permit to occur any action that would cause such entity to be registered as an “investment company” under the Investment Company Act.

ARTICLE IX

REMEDIES

Section 9.1 Early Amortization Events.

Upon the occurrence of any one of the following events:

(a) the Three-Month DSCR with respect to any Payment Date is less than 1.40 times;

(b) a Master Manager Default under the Master Management Agreement has occurred and is continuing;

(c) an Event of Default has occurred and is continuing; or

(d) the Co-Issuers have not repaid or refinanced any Series of Notes (or Class thereof) on or prior to the applicable Series Adjusted Repayment Date,

an “Early Amortization Event” shall be deemed to have occurred automatically without the giving of further notice or any other action on the part of the Trustee or any Noteholder; provided, that an Early Amortization Event may be waived by the Control Party in its sole discretion, except that (i) a waiver of an Early Amortization Event described in clause (c), if the applicable Event of Default is an event described in clause (a) or clause (f) of the definition of an “Event of Default” in Section 9.2, shall require the consent of all Noteholders, unless such Event of Default has been cured or waived, and (ii) a waiver of an Early Amortization Event described in clause (d) shall require the consent of the Holders of 100% of the Aggregate Outstanding Principal Amount of the applicable Series of Notes.

Section 9.2 Events of Default.

If any one of the following events shall occur (the occurrence of each of which shall constitute an “Event of Default” hereunder):

(a) any Co-Issuer defaults in the payment of (i) any interest (excluding (a) Contingent Additional Interest with respect to any Series of Notes prior to the date on which all principal of such Series of Notes that remains Outstanding is due and payable and (b) any interest of which the non-payment is deemed not to constitute an Event of Default pursuant to the applicable Series Supplement), Commitment Fees in respect of any Senior Notes or other amount payable (other than amounts referred to in clause (ii) herein) in respect of, any Series of Notes Outstanding when the same becomes due and payable or (ii) any principal of any Series of Notes Outstanding or any other Obligation (other than amounts referred to in clause (i) herein) when the same becomes due and payable (whether on any Series Legal Final Maturity Date, any redemption date, any optional prepayment date or any maturity date or otherwise with respect to such Series);

(b) the Three-Month DSCR with respect to any Payment Date is less than 1.20 times (excluding the effect of all Contributions);

(c) any Securitization Entity, NuCO2 or the Employee Company fails to comply with any of its agreements or covenants in, or provisions of, the Indenture or any other Related Document (other than with respect to any provision of the Charter Documents covered by clause (h) below) to which it is a party and the failure continues unremedied for a period of thirty (30) days after the earlier of (a) the date on which any

Securitization Entity or the Employee Company, as applicable, obtains Actual Knowledge thereof or (b) the date on which written notice of such failure, requiring the same to be remedied, is given to any Securitization Entity or the Employee Company, as applicable, by the Trustee or to each Securitization Entity and the Trustee by the Control Party;

(d) any representation made by any Securitization Entity or the Employee Company in the Indenture or any other Related Document is false in any material respect when made and such false representation is not cured for a period of thirty (30) days after the earlier of (a) the date on which any Securitization Entity or the Employee Company obtains Actual Knowledge thereof or (b) the date that written notice thereof is given to any Securitization Entity or the Employee Company by the Trustee or to each Securitization Entity or the Employee Company and the Trustee by the Control Party;

(e) an effective resolution is passed by any Securitization Entity or the Employee Company for the winding up or liquidation of such Securitization Entity or the Employee Company, as applicable, except for the purpose of a merger, consolidation or amalgamation in accordance with the terms of this Base Indenture, the terms of which have previously been approved in writing by the Control Party of each Series of Notes;

(f) the occurrence of an Event of Bankruptcy with respect to any Securitization Entity or the Employee Company;

(g) any Securitization Entity or the Employee Company registers or is required to register as an “investment company” under the Investment Company Act, or any body with jurisdiction makes a final determination that any Securitization Entity is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act;

(h) any Securitization Entity or the Employee Company fails to comply in any material respect with Section 9(c) of the Master Issuer Operating Agreement or the comparable provisions of such Securitization Entity’s or the Employee Company’s Charter Documents and such failure continues for a period of five (5) Business Days after (i) the date on which any Securitization Entity or the Employee Company, as applicable, obtains Actual Knowledge thereof or (ii) the date on which written notice of such failure is given to any Securitization Entity or the Employee Company, as applicable, by the Trustee or to each Securitization Entity or the Employee Company, as applicable, and the Trustee by the Control Party;

(i) the Master Issuer itself or through any Securitization Entity fails to have good title to the Contributed Property and all other Collateral, free and clear of all Liens, other than Permitted Liens, except for such failures which, collectively, could not reasonably be expected to result in a Material Adverse Effect;

(j) the Trustee ceases to have for any reason a valid and perfected first priority security interest in the Collateral to the extent required by the Related Documents or NuCO2 or any Affiliate thereof so asserts in writing except as a result of Permitted Liens;

(k) a final judgment or order for the payment of money shall be rendered against any Securitization Entity or the Employee Company and such judgment or order (x) against any Securitization Entity, is in an amount which exceeds $100,000 or (y) against the Employee Company, is in an amount which exceeds $15,000,000, and in each case is not covered by insurance and either: (i) such judgment or order is not discharged within the period of 30 days after entry thereof or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order shall not be in effect;

(l) the Post-Adjusted Repayment Date DSCR with respect to any Payment Date on or after the eighth anniversary of the Closing Date is less than 1.20 times;

(n) a final non-appealable ruling has been made by a court of competent jurisdiction, or any Securitization Entity or NuCO2 so asserts in writing, that the sale or contribution of the Collateral (other than any immaterial Collateral and any Collateral which has been disposed of, to the extent permitted under this Base Indenture) pursuant to the First Tier Contribution Agreement does not constitute a “true contribution,” a “true sale,” or other absolute transfer of such Collateral pursuant to such First Tier Contribution Agreement;

then (i) in the case of any event described in each clause above (except for clause (f) thereof) that is continuing the Trustee, at the direction of the Control Party and on behalf of the Noteholders, by written notice to the Co-Issuers, may declare the Notes of all Series to be immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes of all Series, together with accrued and unpaid interest thereon through the date of acceleration, and all other amounts due to the Noteholders and the other Secured Parties under the Indenture Documents shall become immediately due and payable or (ii) in the case of any event described in clause (f) above, the unpaid principal amount of the Notes of all Series, together with interest accrued but unpaid thereon through the date of acceleration, and all other amounts due to the Noteholders and the other Secured Parties under the Indenture, shall immediately and without further act become due and payable. Promptly following the Trustee’s receipt of written notice hereunder of any Event of Default, the Trustee shall send a copy thereof, or notice thereof if the Trustee otherwise has Actual Knowledge of such Event of Default, to the Co-Issuers, NuCO2, the Transaction Manager, each Rating Agency, the Replacement Manager, the Administrative Agent, each Noteholder and each other Secured Party.

The foregoing notwithstanding, the failure by the Co-Issuers to make a mandatory redemption of Notes to prevent any Notes from being treated as an “applicable high yield discount obligations” in accordance with the applicable Series Supplement shall not constitute an Event of Default.

At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee, as hereinafter provided in this Article IX, the Control Party, by written notice to the Co-Issuers and to the Trustee, may rescind and annul such declaration and its consequences, if all existing Events of Default, other than the non-payment of the principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 9.7. No such rescission shall affect any subsequent default or impair any right consequent thereon.

An Event of Default described in Section 9.2(a) above that has not been cured or described in Section 9.2(f) above shall not be subject to waiver without the consent of all Noteholders. Any other Default or Event of Default may be waived by the Control Party by notice to the Trustee and the Rating Agencies.

Section 9.3 Rights of the Control Party and Trustee upon Event of Default.

(a) Payment of Principal and Interest. Each Co-Issuer covenants that if (i) default is made in the payment of any interest on any Series of Notes Outstanding when the same becomes due and payable, (ii) the Notes are accelerated following the occurrence of an Event of Default or (iii) default is made in the payment of the principal of, or premium, if any, on any Series of Notes Outstanding when due and payable, the Co-Issuers shall, to the extent of funds available, upon demand of the Trustee, at the direction of the Control Party, pay to the Trustee, for the benefit of the Noteholders, the whole amount then due and payable on the Notes for principal, premium, if any, and interest, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Note Rate and any default rate, as applicable, and in addition thereto such further amount as shall be sufficient to cover costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.

(b) Proceedings To Collect Money. In case any Co-Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee (at the direction of the Control Party), in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against any Co-Issuer and collect in the manner provided by law out of the property of any Co-Issuer, wherever situated, the moneys adjudged or decreed to be payable.

(c) Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee may and, at the direction of the Control Party pursuant to a Control Party Order, shall:

(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Trustee (at the direction of the Control Party) or the Control Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or any other Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by the Indenture or any other Related Document or by law, including any remedies of a secured party under applicable law;

(ii) (A) direct the Co-Issuers to exercise (and each Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Co-Issuer against any party to any Collateral Document arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Co-Issuer, and any right of any Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Co-Issuer refuses to take such action or (z) the Control Party reasonably determines that such action must be taken immediately, take such previously directed action (and any related action as permitted under the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under the Indenture to direct the Co-Issuers to take such action);

(iii) institute Proceedings from time to time for the complete or partial foreclosure of the Indenture or, to the extent applicable, any other Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or

(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party, and the Trustee shall provide notice to the Co-Issuers and each Holder of Subordinated Notes of a proposed sale of Collateral.

(d) Sale of Collateral. In connection with any sale of the Collateral hereunder or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of the Indenture or any other Related Document:

(i) the Trustee, any Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability;

(ii) the Trustee (at the direction of the Control Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;

(iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Securitization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Securitization Entity or its successors or assigns; and

(iv) the receipt by the Trustee of the applicable proceeds shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

(e) Application of Proceeds. Any amounts obtained by the Trustee on account of or as a result of the exercise by the Trustee of any right hereunder shall be held by the Trustee as additional collateral for the repayment of Obligations, shall be deposited into the Collection Account and shall be applied as provided in Article V; provided, however, that with respect to any distribution to any Class of Notes, notwithstanding the provisions of Article V, such amounts shall be distributed sequentially in order of alphabetical designation and pro rata among each Class of Notes of the same alphabetical designation based upon Outstanding Principal Amount of the Notes of each such Class. Any amounts remaining after all of the Obligations have been indefeasibly paid in full shall be transferred by the Trustee to NuCO2 in an amount equal to the amount of proceeds, if any, realized by the Trustee from an exercise of remedies under the Pledge Agreement, with any remaining amounts being transferred to the Master Issuer.

(f) Additional Remedies. In addition to any rights and remedies now or hereafter granted hereunder or under applicable law with respect to the Collateral, the Trustee shall have all of the rights and remedies of a secured party under the UCC as enacted in any applicable jurisdiction.

(g) Proceedings. The Trustee may maintain a Proceeding even if it does not possess any of the Notes or does not produce any of them in the Proceeding, and

any such Proceeding instituted by the Trustee shall be in its own name as trustee. All remedies are cumulative to the extent permitted by law.

(h) Power of Attorney. Each Co-Issuer hereby grants to the Trustee an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office, United States Copyright Office or any other Governmental Authority in order to effect an absolute assignment of all right, title and interest in or to any Securitization IP, and record the same. The power of attorney granted under this Section 9.3(h) shall be deemed to be coupled with an interest and shall be irrevocable and shall survive, and shall not be affected by, any insolvency or dissolution of all or any of the Co-Issuers.

Section 9.4 Waiver of Appraisal, Valuation, Stay and Right to Marshaling. To the extent it may lawfully do so, each Co-Issuer for itself and for any Person who may claim through or under it hereby:

(a) agrees that neither it nor any such Person shall step up, plead, claim or in any manner whatsoever take advantage of any appraisal, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction, which may delay, prevent or otherwise hinder (i) the performance, enforcement or foreclosure of the Indenture, (ii) the sale of any of the Collateral or (iii) the putting of the purchaser or purchasers thereof into possession of such property immediately after the sale thereof;

(b) waives all benefit or advantage of any such laws;

(c) waives and releases all rights to have the Collateral marshaled upon any foreclosure, sale or other enforcement of the Indenture; and

(d) consents and agrees that, subject to the terms of the Indenture, all the Collateral may at any such sale be sold by the Trustee as an entirety or in such portions as the Trustee may (upon direction by the Control Party) determine.

Section 9.5 Limited Recourse.

Notwithstanding any other provision of the Indenture, the Notes or any other Related Document or otherwise, the liability of the Securitization Entities to the Noteholders and any other Secured Parties under or in relation to the Indenture, the Notes or any other Related Document or otherwise, is limited in recourse to the Collateral. Once the Collateral has been applied in accordance with the terms of the Indenture, none of the Noteholders or any other Secured Parties shall be entitled to take any further steps against any Securitization Entity to recover any sums due but still unpaid hereunder, under the Notes or under any of the other Related Documents, all claims in respect of which shall be extinguished.

Section 9.6 Optional Preservation of the Collateral.

If the maturity of the Outstanding Notes of each Series has been accelerated pursuant to Section 9.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee at the direction of the Control Party pursuant to a Control Party Order, shall elect to maintain possession of such portion, if any, of the Collateral as the Control Party shall in its discretion determine.

Section 9.7 Waiver of Past Events.

Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.2 and subject to Section 12.2, the Control Party by notice to the Trustee and the Rating Agencies, may waive any existing Default or Event of Default described in any clause of Section 9.2 (except clause (f) thereof) and its consequences. Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Subject to Section 12.2, a Default or an Event of Default described in clause (f) of Section 9.2 shall not be subject to waiver. Subject to Section 12.2, the Control Party, by notice to the Trustee and the Rating Agencies, may waive any existing potential Early Amortization Event or any existing Early Amortization Event in its sole discretion; provided however, that an Early Amortization Event described in clause (d) of Section 9.1 relating to a particular Series of Notes (or Class thereof) shall not be permitted to be waived by any party unless each affected Noteholder has consented to such waiver.

Section 9.8 Control by the Control Party.

Notwithstanding any other provision hereof, the Control Party may cause the institution of and direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercise any trust or power conferred on the Trustee; provided that:

(a) such direction of time, method and place shall not be in conflict with any rule of law or with the Indenture;

(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction (as the same may be modified by the Control Party); and

(c) such direction shall be in writing;

provided further that, subject to Section 10.1, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided herein.

Section 9.9 Limitation on Suits.

Any other provision of the Indenture to the contrary notwithstanding, a Holder of Notes may pursue a remedy with respect to the Indenture or any other Related Document only if:

(a) the Noteholder gives to the Trustee written notice of a continuing Event of Default;

(b) the Noteholders of at least 25% of the aggregate Principal Amount of all then Outstanding Notes make a written request to the Trustee to pursue the remedy;

(c) such Noteholder or Noteholders offer and, if requested, provide to the Trustee indemnification satisfactory to the Trustee against any loss, liability or expense;

(d) the Trustee has not complied with the request within sixty (60) days after receipt of the request and the offer and, if requested, the provision of indemnification reasonably satisfactory to it;

(e) during such sixty (60) day period the Control Party does not give the Trustee a direction inconsistent with the written request; and

(f) the Control Party has consented to the pursuit of such remedy.

A Noteholder may not use the Indenture or any other Related Document to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder.

Section 9.10 Unconditional Rights of Noteholders to Receive Payment.

Notwithstanding any other provision of the Indenture, the right of any Holder of a Note to receive payment of principal of, and premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder of the Note.

Section 9.11 The Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel), the Noteholders and any other Secured Party (as applicable) allowed in any judicial proceedings relative to any Co-Issuer (or any other obligor upon the Notes), its creditors or its property, and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claim and any custodian in any such judicial proceeding is

hereby authorized by each Noteholder and each other Secured Party to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders or any other Secured Party, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.5. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.5 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money and other properties which the Noteholders or any other Secured Party may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or any other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Noteholder or any other Secured Party, or to authorize the Trustee to vote in respect of the claim of any Noteholder or any other Secured Party in any such proceeding.

Section 9.12 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under the Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of any undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 9.12 does not apply to a suit by the Trustee, a suit by a Noteholder pursuant to Section 9.10 or a suit by Noteholders of more than 10% of the Aggregate Outstanding Principal Amount of all Series of Notes.

Section 9.13 Restoration of Rights and Remedies.

If the Trustee, any Noteholder or any other Secured Party has instituted any Proceeding to enforce any right or remedy under the Indenture or any other Related Document and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Noteholder or other Secured Party, then and in every such case the Trustee and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, the Noteholders and the other Secured Parties shall continue as though no such Proceeding had been instituted.

Section 9.14 Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Notes or any other Secured Party is intended to be exclusive of any other

right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under the Indenture or any other Related Document or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under the Indenture or any other Related Document, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 9.15 Delay or Omission Not Waiver.

No delay or omission of the Trustee, the Control Party, any Holder of any Note or any other Secured Party to exercise any right or remedy accruing upon any potential Early Amortization Event, Early Amortization Event, Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such potential Early Amortization Event, Early Amortization Event, Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article IX or by law to the Trustee, the Control Party, the Holders of Notes or any other Secured Party may be exercised from time to time to the extent not inconsistent with the Indenture, and as often as may be deemed expedient, by the Trustee, the Control Party, the Holders of Notes or any other Secured Party, as the case may be.

Section 9.16 Waiver of Stay or Extension Laws.

Each Co-Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of the Indenture or any other Related Document; and each Co-Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantages of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, the Administrative Agent or the Control Party, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE X

THE TRUSTEE AND THE ADMINISTRATIVE AGENT

Section 10.1 Duties of the Trustee and the Administrative Agent.

(a) The duties of the Trustee and the Administrative Agent shall be as follows:

(i) Duties of the Trustee. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture and the other Related Documents, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or

not taken, by it upon the deemed occurrence of an Event of Default, an Early Amortization Event or a Master Manager Default of which a Trust Officer has not received written notice; provided further, however, that the Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party in connection with any Event of Default or for acting or failing to act due to any direction or lack of direction from the Control Party. The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence or willful misconduct. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of the Indenture, shall examine them to determine whether they conform to the requirements of this Indenture; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Co-Issuers under the Indenture.

(ii) Duties of the Administrative Agent. The Administrative Agent shall:

(A) perform the following functions: (a) monitor each of the Co-Issuers’, the Transaction Manager’s, the Master Manager’s, the Employee Company Manager’s and the Replacement Manager’s compliance with its obligations under the Indenture Documents and the Related Documents solely (i) by confirming that any report, certificate or notice prepared by it pursuant to any Related Document and received by the Administrative Agent is complete on its face, (ii) by verifying the calculations included in the Weekly Manager’s Certificates, Monthly Manager’s Certificates and Noteholders’ Statements, as set forth on Schedule 10.1(a); provided that in verifying such calculations the Administrative Agent shall be permitted to base its calculations and conclusions solely on the data supplied to it by the Co-Issuers, the Transaction Manager, the Master Manager, the Employee Company Manager and the Replacement Manager, as applicable, and (iii) by confirming such other information as the Co-Issuers or the Control Party may reasonably request; (b) to the extent the Administrative Agent fails to receive any report, certificate or notice due to it under the Related Documents, (I) notify any of the Co-Issuers, the Transaction Manager, the Master Manager, the Employee Company Manager and the Replacement Manager, as applicable, within one Business Day (x) after the date that such report, certificate or notice was due or (y) if the applicable Related Document does not specify a date certain when such report, certificate or notice was due, after the date that the Administrative Agent has Actual Knowledge of such report, certificate or notice having become due, and (II) notify the Trustee of any such failure to receive any applicable report, certificate or notice; (c) notify the Trustee of the occurrence of any Early Amortization Event, Indenture Event of Default, Transaction Manager Default, Master Manager Default or any other default under the Related

Documents of which an Authorized Officer of the Administrative Agent has Actual Knowledge; (d) carry out any additional rights or duties specified under the Related Documents; and (e) forward to the Trustee any report, certificate or notice received by the Administrative Agent pursuant to any Related Document; and

(B) act as the transition agent under the Replacement Management Agreement and assist in identifying a successor Replacement Manager in the event that the existing Replacement Manager resigns or is required to be replaced pursuant to the Replacement Management Agreement (which successor Replacement Manager shall be approved by the Control Party).

(b) Except, with respect to the Trustee only, during the occurrence and continuance of an Event of Default of which a Trust Officer shall have Actual Knowledge:

(i) Each of the Trustee and the Administrative Agent undertakes to perform only those duties that are specifically set forth in the Indenture or any other Related Document to which it is a party and no others, neither the Trustee nor the Administrative Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into the Indenture or any other Related Document against the Trustee or the Administrative Agent; and

(ii) In the absence of bad faith on its part, each of the Trustee and the Administrative Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee or the Administrative Agent, as applicable, and conforming to the requirements of the Indenture and any other applicable Related Document; provided, however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee or the Administrative Agent, the Trustee or the Administrative Agent, as applicable, shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of the Indenture and shall promptly notify the Person delivering such certificates or opinions of any non-conformity.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, and the Administrative Agent may not be relieved from liability from its own grossly negligent action, or its grossly negligent failure to act, or its willful misconduct, except that:

(i) This clause (c) does not limit the effect of clause (b) of this Section 10.1.

(ii) Neither the Trustee nor the Administrative Agent shall be liable in its individual capacity for any error of judgment made in good faith by a Trust Officer or an Authorized Officer of the Administrative Agent, unless it is proved that the Trustee was negligent or the Administrative Agent was grossly negligent, as applicable, in ascertaining the pertinent facts.

(iii) Neither the Trustee nor the Administrative Agent shall be liable in its individual capacity with respect to any action it takes, suffers or omits to take in good faith in accordance with a direction received by it pursuant to the Indenture.

(iv) Neither the Trustee nor the Administrative Agent shall be charged with knowledge of any Default, Event of Default, potential Early Amortization Event or Early Amortization Event or the commencement and continuation of a Cash Trapping Period until such time as a Trust Officer or Authorized Officer of the Administrative Agent shall have Actual Knowledge or have received written notice thereof. In the absence of receipt of such notice, the Trustee or the Administrative Agent, as applicable, may conclusively assume that no such event has occurred or is continuing.

(d) Notwithstanding anything to the contrary contained in the Indenture or any of the other Related Documents, no provision of the Indenture or the other Related Documents shall require either the Trustee or the Administrative Agent to expend or risk its own funds or incur any material liability (financial or otherwise) if there are reasonable grounds for believing that the repayment of such funds is not reasonably assured to it by the security afforded to it by the terms of the Indenture. Each of the Trustee or the Administrative Agent, as applicable, may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any risk, loss, liability or expense.

(e) In the event that the Paying Agent or the Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Registrar, as the case may be, under the Indenture, the Trustee shall be obligated as soon as practicable upon a Trust Officer or Authorized Officer of the Administrative Agent having Actual Knowledge thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required.

(f) Subject to Section 10.3, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Indenture or any of the other Related Documents.

(g) Whether or not therein expressly so provided, every provision of the Indenture and the other Related Documents relating to the conduct of, affecting the liability of, or affording protection to, the Trustee or the Administrative Agent shall be subject to the provisions of this Section 10.1.

(h) Neither the Trustee nor the Administrative Agent shall be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, as applicable, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Securitization Entities to the Collateral, for insuring the Collateral or for the payment of Taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Except as otherwise expressly provided herein, neither the Trustee nor the Administrative Agent shall have any duty to inquire as to the performance or observance of any of the terms of the Indenture or the other Related Documents by the Securitization Entities.

(i) Neither the Trustee nor the Administrative Agent shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the Indenture and any Related Document or at the direction of the Control Party, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, under the Indenture.

(j) Neither the Trustee nor the Administrative Agent shall have any duty (i) to see to any recording, filing or depositing of this Base Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recordings or filing or depositing or to any rerecording, refilling or redeposition of any thereof; provided, however, the Trustee shall be obligated to take all necessary actions in connection with any filings delivered by the Transaction Manager or the Co-Issuers as required by the terms of the Indenture, (ii) to see to any insurance, (iii) except as otherwise provided by Section 10.1(e), to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind or (iv) to confirm or verify the contents of any reports or certificates of the Transaction Manager delivered to the Trustee pursuant to this Base Indenture believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties.

(k) Neither the Trustee nor the Administrative Agent shall be personally liable for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of the performance of its duties under the Indenture.

Section 10.2 Rights of the Trustee and the Administrative Agent. Except as otherwise provided by Section 10.1:

(a) Each of the Trustee and the Administrative Agent may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper person.

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(b) Each of the Trustee and the Administrative Agent may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

(a) the singular includes the plural and vice versa;

(c) reference to any gender includes the other gender;

(d) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(e) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(f) with respect to the determination of any period of time, except as otherwise specified, “from” means “from and including” and “to” means “to but excluding”; and

(g) references to any agreement or document are to it as amended, supplemented, restated and otherwise modified from time to time and to any successor document.

ARTICLE II

THE NOTES

(ii) for purposes of any provisions of any Indenture Document relating to termination, discharge or the like, such Class shall continue to be deemed Outstanding unless and until all commitments to extend credit under such Variable Funding Note Purchase Agreement have been terminated thereunder.

(a) The Notes may be issued in one or more Series. Each Series of Notes shall be created by a Series Supplement.

(ii) a Series Supplement satisfying the criteria set forth in Section 2.3 to be executed by the Co-Issuers and the Trustee and specifying the Principal Terms of such new Series;

(vi) an Officer’s Certificate dated as of the applicable Series Closing Date to the effect that:

(A) no Early Amortization Event, Cash Trapping Period, Master Manager Default, Transaction Manager Default, or Event of Default (x) has occurred and is continuing or (y) shall occur as a result of the issuance of the new Series of Notes;

(vii) a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding, only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes;

(viii) an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to the initial purchasers under the applicable Note Purchase Agreement, dated the applicable Series Closing Date, substantially to the effect that:

(B) the related Series Supplement has been duly authorized, executed and delivered by the Co-Issuers;

(E) the non-consolidation opinion delivered on the Closing Date is reaffirmed after giving effect to the issuance of such new Series of Notes;

(F) if any new assets are being transferred to the Securitization Entities in connection with the issuance of such new Series of Notes, a true sale or true contribution opinion with respect to the transfer of such assets;

(ix) such other documents, instruments, certifications, agreements or other items as the initial purchaser of the new Series of Notes may reasonably require.

(a) its name or designation;

(b) the Initial Principal Amount with respect to such Series;

(c) the Note Rate with respect to such Series and the applicable Default Rate;

(d) the Series Closing Date;

(e) the Series Scheduled Maturity Date, if any;

(f) the Series Legal Final Maturity Date;

(g) each Rating Agency rating such Series;

(h) the name of the Clearing Agency, if any;

(i) the names of the Collection Account Administrative Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein;

(j) the method of allocating amounts deposited into any Collection Account Administrative Account with respect to such Series;

(k) whether the Notes of such Series shall be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass;

(l) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date;

(m) whether the Notes of such Series may be issued in bearer form and any limitations imposed thereon;

(n) whether the Notes of such Series include Senior Notes and/or Subordinated Notes;

(o) whether the Notes of such Series include Variable Funding Senior Notes or Variable Funding Subfacilities issued pursuant to a Variable Funding Note Purchase Agreement;

(p) the terms of any related Enhancement and the Enhancement Provider thereof, if any;

(q) the terms of any related Interest Rate Hedge and the Interest Rate Hedge Provider thereof, if any; and

(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee or authenticating agent.

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any default by any Co-Issuer of which it has Actual Knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by the Paying Agent;

(iv) immediately resign as the Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Trustee hereunder at the time of its appointment; and

(v) comply with all requirements of the Code and other applicable tax law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(b) The Co-Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, by Company Order direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent,

such sums to be held by the Trustee in trust upon the same terms as those upon which the sums were held in trust by the Paying Agent. Upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money.

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

(d) The preceding provisions of this Section 2.8 notwithstanding, (i) the Trustee or the Registrar, as the case may be, shall not be required to register the

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