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EXHIBIT 10.7(G)
ELEVENTH AMENDMENT TO REVOLVING
CREDIT AGREEMENT AND ASSIGNMENT
THIS ELEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND
ASSIGNMENT
(this "Eleventh Amendment") is made as of
September 16, 2005, by and among LEAF
FINANCIAL CORPORATION, a Delaware
corporation with offices at 1845 Walnut
Street, 10th Floor, Philadelphia,
Pennsylvania 19103 ("Leaf Financial") and LEAF
FUNDING, INC., a Delaware corporation with
offices at 110 S. Poplar Street,
Suite 101, Wilmington, Delaware 19801
("Leaf Funding", and together with Leaf
Financial, each a "Debtor" and,
collectively, the "Debtors") and NATIONAL CITY
BANK, a national banking association with
offices at One South Broad Street,
14th Floor, Philadelphia, Pennsylvania
19107 ("Secured Party").
BACKGROUND
A. On June 11, 2002, Leaf Financial and Secured Party entered into
that
certain Revolving Credit Agreement and
Assignment (the "Credit Agreement"),
pursuant to which Secured Party promised
from time to time to make loans to Leaf
Financial, evidenced by a master note of
even date therewith.
B. On April 1, 2003, the Credit Agreement was amended to add
Leaf
Funding as a debtor pursuant to a Second
Amendment to the Credit Agreement of
even date therewith. The Credit Agreement
has thereafter been amended from time
to time.
C. Debtors and Secured Party mutually desire to further amend
the
Credit Agreement and are entering into this
Eleventh Amendment to set forth
their entire understanding and agreement
with respect thereto.
AGREEMENT
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, and
intending to be legally bound hereby, the
parties hereto agree that the Credit
Agreement is further amended as follows:
A. Amendment. Paragraph (u) of Section 5 is hereby amended and
restated
in its entirety to read as follows:
"(u) Ter
