LOAN AND SECURITY AGREEMENT

Exhibit 10.2

Execution Version

LOAN AND SECURITY AGREEMENT

by and among

LEAF 4A SPE, LLC,

as Borrower,

LEAF Equipment Finance Fund 4, L.P.,

as Parent

LEAF Funding, Inc.,

as Originator

LEAF Financial Corporation,

as Servicer

THE LENDERS THAT ARE SIGNATORIES HERETO,

as the Lenders,

and

WELLS FARGO FOOTHILL, LLC,

as the Arranger and Administrative Agent

Dated as of February 9, 2009

LOAN AND SECURITY AGREEMENT

     THIS LOAN AND SECURITY AGREEMENT (this “ Agreement ”), is entered into as of February 9, 2009 by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “ Lender ” and collectively as the “ Lenders ”) and WELLS FARGO FOOTHILL, LLC,, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “ Agent ”), and, on the other hand, LEAF 4A SPE, LLC, , a Delaware limited liability company (“ Borrower ”), LEAF FUNDING, INC. , a Delaware corporation (“Originator”), LEAF EQUIPMENT FINANCE FUND 4, L.P. , a Delaware limited partnership (“ Parent ”), and LEAF FINANCIAL CORPORATION , a Delaware corporation (“ Servicer ”).

     The parties hereto agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

     1.1 Definitions . As used in this Agreement, the following terms shall have the following definitions:

     “ Account ” means an “account” (as that term is defined in the Code), and any and all supporting obligations in respect thereof.

     “ Account Debtor ” means any Person who is or may become obligated under, with respect to, or on account of, an Account, Chattel Paper, Lease, Note Receivable, or a General Intangible.

     “ ACH Transactions ” means any cash management or related services (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) provided by a Bank Product Provider for the account of Borrower or its Affiliates.

     “ Additional Documents ” has the meaning set forth in Section 4.6(c) .

     “ Advances ” has the meaning set forth in Section 2.1(a) .

     “ Affiliate ” means, as applied to any Person, any other Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise; provided , however , that, for purposes of the definition of Eligible Leases, Eligible Notes Receivable, and Section 7.13 hereof:

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     (a) any Person that owns directly or indirectly 20% or more of the Stock having ordinary voting power for the election of directors or other members of the governing body of a Person or 20% or more of the membership, partnership or other ownership interests of a Person shall be deemed an Affiliate of such Person;

     (b) each general partner, manager or director of a Person shall be deemed to be an Affiliate of such Person; and

     (c) each limited liability company, partnership or other joint venture in which a Person is a member, partner or joint venturer shall be deemed an Affiliate of such Person. Notwithstanding the foregoing, any limited partnership managed by Manager or other Affiliate of Servicer shall be deemed to be an Affiliate of the Originator, the Servicer, the Parent and the Borrower for all purposes of this Agreement.

     “ Agent ” has the meaning set forth in the preamble to this Agreement.

     “ Agent Advances ” has the meaning set forth in Section 2.2(e)(i) .

     “ Agent-Related Persons ” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

     “ Agent’s Account ” means an account at a bank designated by Agent from time to time as the account into which Borrower shall make all payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrower and the Lender Group to the contrary, Agent’s Account shall be that certain deposit account bearing ABA #121-000-248; account number 4121345110, credit to: Wells Fargo Foothill, LLC (Lender Finance) and maintained by Agent with Wells Fargo Bank, San Francisco, California.

     “ Agent’s Liens ” means the Liens granted by Borrower or its Subsidiaries to Agent for the benefit of the Lender Group under this Agreement or the other Loan Documents.

     “ Agreement ” has the meaning set forth in the preamble hereto.

     “ Applicable Laws ” means all applicable laws, rules, regulations and orders of any Governmental Authority, including, without limitation, Credit Protection Laws.

     “ Applicable Margin ” means (a) with respect to Advances, the aggregate amount of which is not greater than the Borrowing Base as determined in accordance with the definition of Borrowing Base, the percentage set forth in the grid below, and (b) with respect to that portion of the Advances that constitute an Overadvance, four percent (4%) above the then applicable rate provide for in clause (a).

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     “ Applicable Prepayment Premium ” means, subject to Section 3.6(c) , as of any date of determination, an amount equal to the Maximum Revolver Amount then in effect on such date times (a) two percent (2.0%), during the period from Closing Date, to and including February 9, 2010, (b) one percent (1.0%) from February 9, 2010, to and including February 9, 2011, and (c) one half of one percent (0.5%) thereafter.

     “ Approved Forms ” means (a) those forms of lease agreement, master lease agreement, loan agreement, master loan agreement, conditional sale, installment sale or other equipment finance agreement, promissory note, application for lease or loan, security agreement, pledge agreement, or other lien instrument, guaranty, landlord/mortgage waiver and consent and related documents used by Originator and Borrower and attached as an exhibit to the Closing Certificate and (b) any other form used by Originator and Borrower that is substantially similar to one of the forms attached as an exhibit to the Closing Certificate except for such modifications or deviations (1) as will not cause the related Lease or Note Receivable to fail to meet the other requirements specified in this Agreement and do not have a material adverse effect on the interests of Borrower or any Lender or (2) for which Agent has given its prior written consent.

     “ Assignee ” has the meaning set forth in Section 14.1(a) .

     “ Assignment and Acceptance ” means an Assignment and Acceptance substantially in the form of Exhibit A .

     “ Authorized Person ” means in the case of actions taken or documents executed by Servicer, Originator, Parent, Borrower or Manager, any Executive Officer.

     “ Availability ” means, as of any date of determination, the amount that Borrower is entitled to borrow as Advances hereunder (after giving effect to all then outstanding Obligations (other than Bank Product Obligations) and all sub-limits and reserves then applicable hereunder).

     “ Backup Servicer ” means Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), or such other replacement servicer of commercial equipment finance leases and loans as is approved by Agent.

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     “ Backup Servicing Agreement ” means the backup servicing agreement among Backup Servicer, Borrower, and Agent, in form and substance satisfactory to Agent.

     “ Backup Servicing Fees ” has the meaning set forth in the Backup Servicing Agreement.

     “ Bank Product ” means any financial accommodation extended to Borrower or its Subsidiaries by a Bank Product Provider (other than pursuant to this Agreement) including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) transactions under Hedge Agreements.

     “ Bank Product Agreements ” means those agreements entered into from time to time by Borrower or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

     “ Bank Product Obligations ” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Borrower or its Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrower or its Subsidiaries are obligated to reimburse to Agent or any member of the Lender Group as a result of Agent or such member of the Lender Group purchasing participations from, or executing indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to Borrower or its Subsidiaries.

     “ Bank Product Provider ” means Wells Fargo or any of its Affiliates.

     “ Bank Product Reserve ” means, as of any date of determination, the amount of reserves that Agent has established (based upon the Bank Product Providers’ reasonable determination of the credit exposure of Borrower and its Subsidiaries in respect of Bank Products) in respect of Bank Products then provided or outstanding.

     “ Bankruptcy Code ” means the United States Bankruptcy Code, as in effect from time to time.

     “ Base Rate ” means the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publication or publications as Wells Fargo may designate.

     “ Base Rate Loan ” means each portion of an Advance that bears interest at a rate determined by reference to the Base Rate.

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     “ Benefit Plan ” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which Borrower or any Subsidiary or ERISA Affiliate of Borrower has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.

     “ Board of Directors ” means, with respect to any Person, the board of directors or board of managers or other comparable governing body of such Person, or any committee thereof duly authorized to act on behalf of such board or governing body of such Person.

     “ Books ” means all of a Person’s and its Subsidiaries now owned or hereafter acquired books and records (including all of their Records indicating, summarizing, or evidencing their assets (including the Collateral) or liabilities, all of such Person’s or its Subsidiaries’ Records relating to their business operations or financial condition, and all of their goods or General Intangibles related to such information).

     “ Borrower ” has the meaning set forth in the preamble to this Agreement.

     “ Borrower’s Portfolio Balance ” means the aggregate book value of all Eligible Leases plus the aggregate unpaid principal amount of all Eligible Notes Receivable.

     “ Borrower’s Static Pool ” means, with respect to any calendar quarter, all Leases and Notes Receivable originated during such calendar quarter and included in the Borrower’s Portfolio Balance as of the applicable date of determination.

     “ Borrowing ” means a borrowing hereunder consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of an Agent Advance.

     “ Borrowing Base” means, as of any date of determination, the result of:

     (i) the sum of (A) eighty seven percent (87%) of the aggregate Net Investment in Eligible Notes Receivable, plus (B) eighty seven percent (87%) of the aggregate Net Investment in Eligible Leases;

      minus

     (ii) the sum of (A) the Bank Product Reserve, if any, (B) any amounts required to maintain compliance with the covenants set forth in Section 7.18 , and (C) the aggregate amount of reserves, if any, established by Agent under Section 2.1(b) .

     “ Borrowing Base Certificate ” means a certificate executed by an Authorized Person of each of the Borrower and the Servicer in the form of Exhibit B .

     “ Borrowing Request ” has the meaning set forth in Section 2.2(a)

     “ Business Day ” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of New York.

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     “ Capitalized Lease Obligation ” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

     “ Capital Lease ” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

     “ Cash Equivalents ” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“ S&P ”) or Moody’s Investors Service, Inc. (“ Moody’s ”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) demand Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the amount maintained with any such other bank is less than or equal to $100,000 and is insured by the Federal Deposit Insurance Corporation, and (f) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (e) above.

     “ Change of Control ” means that (a) Parent fails to own 100% of the Stock of Borrower, (b) Resource America, Inc. fails to own and control, directly or indirectly, 67%, of the Stock of Manager, Servicer or Originator or Manager ceases acting as the sole general partner of Parent, (c) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 25%, or more, of the Stock of Servicer, Originator or Manager, having the right to vote for the election of members of the Board of Directors of Servicer, Originator or Manager (as the case may be), (d) a majority of the members of the Board of Directors of Servicer, Originator or Manager do not constitute Continuing Directors, or (e) Borrower ceases to own, directly or indirectly, and control 100% of the outstanding Stock of each of its Subsidiaries.

     “ Chattel Paper ” means “chattel paper,” as that term is defined in the Code, and in the case of Borrower specifically includes, without limitation, all of Borrower’s right, title and interest in, to and under a Lease.

     “ Closing Certificate ” means the certificate(s) delivered to Agent on or before the Closing Date executed by the applicable Authorized Persons and substantially in the form provided by Agent.

     “ Closing Date ” means the date of this Agreement.

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     “ Closing Date Business Plan ” means the set of Projections for each of the Servicer Group and for Parent and its Subsidiaries for the 3-year period commencing on the Closing Date, prepared on a month by month basis for 2009 and on an annual basis for 2010 and 2011, and otherwise in form and substance (including as to scope and underlying assumptions) satisfactory to Agent in its Permitted Discretion.

     “ Code ” means the Uniform Commercial Code, as in effect from time to time, of the State of New York; provided , however , that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

     “ Collateral ” means all now owned or hereafter acquired right, title, and interest of Borrower or its Subsidiaries in and to all property, including without limitation, each of the following:

     (a) Accounts,

     (b) Books,

     (c) Commercial Tort Claims, if any, described on Schedule 5.7(d) ,

     (d) Deposit Accounts,

     (e) Equipment,

     (f) General Intangibles,

     (g) Inventory,

     (h) Investment Property (including all of its securities and Securities Accounts),

     (i) Chattel Paper (including, without limitation, Leases) and Negotiable Collateral (including, without limitation, all Notes Receivable),

     (j) Supporting Obligations,

     (k) Borrower’s rights under, including the right to enforce, the Purchase and Contribution Agreement, the Hedge Agreement, the Servicing Agreement, the Backup Servicing Agreement, the Intercreditor Agreement, any Vehicle Lienholder Nominee Agreement, and any Originator’s Assignment.

     (l) money or other assets of Borrower that now or hereafter come into the possession, custody, or control of any member of the Lender Group, and

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     (m) the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance covering any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Property, Negotiable Collateral, Real Property, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, exchange, collection, or other disposition of any of the foregoing, or any portion thereof or interest therein, and the proceeds thereof.

     “ Collateral Access Agreement ” means a landlord waiver or acknowledgement agreement of any lessor or other Person in possession of, having a Lien upon, or having rights or interests in any Collateral or real property interest of Originator, Servicer, Borrower or Parent, in each case, in form and substance satisfactory to Agent and providing, without limitation, that such lessor or other Person in possession recognizes the rights of Agent in the Collateral located at such premises, agrees to notify Agent of a default or termination of the respective lease and to allow Agent to enter the premises upon such default or termination or upon notice of a Default or Event of Default.

     “ Collection Account ” means the account established by and in the name of Borrower at the Collection Account Bank bearing account number 130039000, the terms and conditions of which are satisfactory to Agent, and subject to the Collection Account Control Agreement.

     “ Collection Account Bank ” means U.S. Bank National Association or such other bank as is approved in advance by Agent and that enters into a Control Agreement in favor of Agent.

     “ Collection Account Control Agreement ” means the Control Agreement among Borrower, Agent and the Collection Account Bank that governs the Collection Account.

     “ Collection Costs ” means, with respect to any Defaulted Contract and subject to the Servicer’s standards of care set forth in the Servicing Agreement, reasonable out-of-pocket costs and expenses incurred by the Servicer (including reasonable attorney’s fees and out-of-pocket expenses) and payable to Persons other than Affiliates in connection with the realization, attempted realization or enforcement of rights and remedies upon such Defaulted Contract.

     “ Collection Period ” means the period commencing on the first day of a calendar month and ending on the last day of such calendar month. The “related Collection Period” for any Interest Payment Date or Payment Date shall mean the Collection Period ending immediately prior to such Interest Payment Date or Payment Date, respectively.

     “ Collections ” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) paid or received with respect to Borrower’s Contract Assets.

     “ Commercial Lease ” means a Lease that is not for the agricultural, personal, family or household purposes of the Account Debtor thereon.

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     “ Commercial Note Receivable ” means a Note Receivable the proceeds of which were not to be used for the agricultural, personal, family or household purposes of the Account Debtor thereon.

     “ Commercial Tort Claim Assignment ” has the meaning set forth in Section 4.6(b) .

     “ Commitment ” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 14.1 .

     “ Compliance Certificate ” means a certificate substantially in the form of Exhibit C executed by the chief financial officer of Borrower and an Authorized Person of Servicer and delivered to Agent.

     “ Confirmation of Release ” means a Confirmation of Release, substantially in the form attached hereto as Exhibit E , executed by National City Bank (or PNC Bank as its successor by acquisition), as agent under the Credit Agreement dated July 31, 2006, releasing all of its interest in the Collateral.

     “ Continuing Director ” means (a) any member of the Board of Directors who was a director (or comparable manager) of the applicable Person on the effective date of this Agreement or (b) any individual who becomes a member of the Board of Directors after the effective date of this Agreement, if such individual was either (i) elected solely on account of the voting Stock held by the Permitted Holders or (ii) appointed or nominated for election to the Board of Directors by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the Board of Directors in office on the effective date of this Agreement in an actual or threatened election contest relating to the election of the directors (or comparable managers) of Borrower and whose initial assumption of office resulted from such contest or the settlement thereof.

     “ Contract ” means, as of any date of determination, a Lease or Note Receivable originated or acquired by Originator, sold to Borrower and pledged to the Agent in accordance with the Loan Documents, provided that from and after the date that such Contract is repurchased or released from the lien of this Agreement in accordance with the requirements hereof, such Contract shall no longer constitute a “Contract”.

     “ Contract Assets ” means collectively, as of any date of determination, (a) each Contract that is listed on a Contract Schedule, (b) Borrower’s interest in the Equipment related thereto and any other assets provided as security therefore, (c) all scheduled payments due under the Contract after the Cutoff Date and all insurance, recovery and residual proceeds realized with respect to a Contract and the related Equipment, (d) all other agreements or documents required to be included in the related Contract File, and (e) any and all income and proceeds of any of the foregoing.

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     “ Contract Data Tape ” means an electronic file containing data regarding each of the Contract Assets, including but not limited to (i) the information with respect to each Contract set forth in the Contract Schedule along with a detailed list of the Account Debtors and their contact information, (ii) any other information necessary to compute compliance with the eligibility criteria herein, (iii) information regarding Collections with respect to such Contract Assets in the most recent Collection Period, (iv) such other information as is required by the Backup Servicer under the Backup Servicing Agreement and (v) such other information as is requested by the Agent in its Permitted Discretion.

     “ Contract File ” has the meaning set forth in the Custodian Agreement.

     “ Contract Schedule ” has the meaning set forth in the Custodian Agreement.

     “ Control Agreement ” means a blocked account agreement or other control agreement, in form and substance satisfactory to Agent, executed and delivered by Borrower or one of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

     “ Credit Protection Laws ” means all federal, state and local laws in respect of the business of extending credit to borrowers, including without limitation, the Truth in Lending Act (and Regulation Z promulgated thereunder), Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, Gramm-Leach-Bliley Financial Privacy Act, Real Estate Settlement Procedures Act, Home Mortgage Disclosure Act, Fair Housing Act, anti-discrimination and fair lending laws, laws relating to servicing procedures or maximum charges and rates of interest, and other similar laws, each to the extent applicable, and all applicable regulations in respect of any of the foregoing.

     “ Custodial Receipt and Report ” has the meaning set forth in the Custodian Agreement.

     “ Custodian ” means U.S. Bank National Association, or such other custodian for the tangible Collateral as is approved by Agent.

     “ Custodian Agreement ” means the custodian agreement among Borrower, Custodian and Agent, in form and substance satisfactory to Agent.

     “ Custodian Fees ” has the meaning set forth in the Custodian Agreement.

     “ Cutoff Date ” means, as to each Contract, the day before the Funding Date for such Contract.

     “ Daily Balance ” means, as of any date of determination and with respect to any Obligation, the amount of such Obligation owed at the end of such day.

     “ Data Fields ” has the meaning set forth in the Servicing Agreement.

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     “ Default ” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

     “ Defaulted Contract ” means any Contract that is more than 91 days past due or that has otherwise been charged off or the related Equipment repossessed.

     “ Defaulting Lender ” means any Lender that fails to make any Advance (or other extension of credit) that it is required to make hereunder on the date that it is required to do so hereunder.

     “ Defaulting Lender Rate ” means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and thereafter (b) the interest rate then applicable to Advances.

     “ Default Ratio ” means, as of any date of determination, the percentage arrived at by dividing (a) the sum of (i) the book value of all Leases that are Defaulted Contracts as of the close of the most recent Collection Period, plus (ii) the unpaid principal amount of all Notes Receivable that are Defaulted Contracts as of the close of the most recent Collection Period by (b) the Borrower’s Portfolio Balance as of the close of the most recent Collection Period.

     “ Delinquent Contract ” means any Contract that is more than 61 days past due.

     “ Delinquency Ratio ” means, as of any date of determination, the percentage arrived at by dividing (a) the sum of (i) the book value of all Leases that are Delinquent Contracts as of the close of the most recent Collection Period, plus (ii) the unpaid principal amount of all Notes Receivable that are Delinquent Contracts as of the close of the most recent Collection Period by (b) the Borrower’s Portfolio Balance as of the close of the most recent Collection Period.

     “ Deposit Account ” means any deposit account (as that term is defined in the Code).

     “ Designated Account ” means the Deposit Account of Borrower identified on Schedule D-1 .

     “ Designated Account Bank ” has the meaning ascribed thereto on Schedule D-1 .

     “ Designated Account Control Agreement ” means the Control Agreement among Borrower, Agent and the Designated Account Bank that governs the Designated Account.

     “ Direct Acquisition Costs ” with respect to a Note Receivable means “direct loan origination costs of a completed loan” as that term is defined in Statement of Financial Accounting Standards (“ FASB ”) No. 91, dated December 1986, issued by the Financial Accounting Standards Board, as amended from time to time.

     “ Disbursement Letter ” means an instructional letter executed and delivered by Borrower to Agent regarding the extensions of credit to be made on the Closing Date, the form and substance of which is satisfactory to Agent.

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     “ Dollars ” or “ $ ” means United States dollars.

     “ EBITDA ” means with respect to the Servicer Group and any measurement period, Net Income minus non-cash extraordinary gains, plus non-cash extraordinary losses, minus non-cash interest income on Investments other than loans, leases and conditional sale contracts entered into or acquired in the ordinary course of business, plus Interest Expense (computed without deduction for any paid-in-kind interest expense for such period), plus federal, state and local income taxes, plus depreciation and amortization for such period, plus non-cash compensation expense, minus cash paid with respect to non-cash compensation expensed in a prior period, minus non-cash income from derivatives to the extent included in Net Income, plus non-cash charges from derivatives to the extent included in Net Income, in each case as determined in accordance with GAAP.

     “ Eligible Lease ” means a Commercial Lease providing for the lease of Equipment and evidencing the legally enforceable obligation of the Account Debtor thereon to make payments to Borrower pursuant to the terms thereof, that complies with each of the representations and warranties respecting Eligible Leases made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Notes Receivable; provided , however , that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion.

     “ Eligible Notes Receivable ” means those Commercial Notes Receivable that comply with each of the representations and warranties respecting Eligible Notes Receivable made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided , however , that such criteria may be modified from time to time by Agent in Agent’s Permitted Discretion.

     “ Eligible Leases ” and “ Eligible Notes Receivable ” shall not include:

     (a) any Lease or Note Receivable that is not a Commercial Lease or a Commercial Note Receivable originated or acquired by Originator and acquired by Parent and then Borrower in the ordinary course of their respective businesses, and each Note Receivable that does not evidence a loan made by Originator and acquired by Parent and Subsidiary in the ordinary course of their respective businesses;

     (b) any Lease or Note Receivable that does not represent a valid and binding obligation enforceable in accordance with its terms for the amounts due therein without defense (whether actual or alleged);

     (c) any Lease or Note Receivable that is not documented on an Approved Form, that was not originated in conformance with the Required Procedures or that was not serviced in accordance with Required Procedures prior to the date of its acquisition by Borrower;

     (d) any Lease or Note Receivable payable other than in U.S. Dollars or with respect to which the property subject to the Lease or securing the Note Receivable is not located in the United States;

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     (e) any Lease or Note Receivable with respect to which the Account Debtor (i) does not maintain a material presence and office in the United States or Puerto Rico, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof;

     (f) any Lease or Note Receivable that does not constitute freely transferable Chattel Paper or a negotiable instrument;

     (g) any Lease that is not accounted for as a direct finance lease or does not evidence a triple-net, full payout, non-cancelable obligation of the Account Debtor with respect thereto, with no contingencies, except that any such non-Eligible Leases up to 15% of Borrower’s Portfolio Balance as of any date of determination shall be Eligible Leases for purposes of this clause (g) if such Leases are comprised of Leases on generic equipment (such as copiers and other office equipment) providing for fair market value purchase options at the end of the term of the Lease;

     (h) any Lease or Note Receivable that is extended, modified, restated or amended at any time except that up to 7.5% of Borrower’s Portfolio Balance as of any date of determination may be comprised of Leases and Notes Receivable that have been extended, modified, restated or amended and, provided further , no Lease or Note Receivable that has been extended, modified, restated or amended in a manner that is not in compliance with the Required Procedures may be included;

     (i) any Lease or Note Receivable that does not comply in all respects with all applicable federal, state and local laws and regulations, including usury, equipment rental, personal property broker and/or credit disclosure laws and regulations;

     (j) any Lease or Note Receivable with respect to which the Account Debtor is located in a state or jurisdiction (e.g., Alabama, New Jersey, and West Virginia) that requires, as a condition to access to the courts of such jurisdiction, that a creditor qualify to transact business, file a business activities report or other report or form, or take one or more other actions, unless Borrower or Servicer has so qualified, filed such reports or forms, or taken such actions (and, in each case, paid any required fees or other charges), except to the extent that Borrower or Servicer may qualify subsequently as a foreign entity authorized to transact business in such state or jurisdiction and gain access to such courts, without incurring any material cost or penalty viewed by Agent to be significant in amount, and such later qualification by Borrower or Servicer cures any access to such courts to enforce payment of such Account;

     (k) any Lease or Note Receivable that covers property located in a jurisdiction where Borrower is required to hold a valid permit or license to conduct its business, unless Agent has received satisfactory evidence of (i) the issuance of such permit or license, or (ii) the application for such permit or license; provided , that if such permit or license is not issued within thirty (30) days after application therefore, each such Lease and each such Note Receivable shall not be eligible hereunder until such permit or license is issued;

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     (l) any Lease or Note Receivable with respect to which any contractually required payment is past due by more than ninety (90) days;

     (m) any Lease or Note Receivable with respect to which the first contractually required payment is not made by the first due date under such Lease or Note Receivable;

     (n) any Lease or Note Receivable that (i) does not provide for regularly scheduled payments payable at least monthly (commending within ninety (90) days of lease or loan inception) or (ii) does not provide for regularly schedule payments payable at least quarterly (but not monthly) (commencing within ninety (90) days of lease or loan inception) provided , that not more than seven and a half percent (7.5%) of Borrower’s Portfolio Balance as of any date of determination may be comprised of Leases and Notes Receivable that provide regularly scheduled payments payable at least quarterly;

     (o) any Lease or Note Receivable that has (i) an original term greater than seventy two months (72) months and (ii) an original term greater than sixty three (63) months and that when added to all other Leases and Notes Receivable in Borrower’s Portfolio Balance with an original term greater than 63 months as of any date of determination would cause Leases and Notes Receivable with an original term greater than 63 months to exceed five percent (5%) of Borrower’s Portfolio Balance;

     (p) any Lease or Note Receivable that when added to all other Leases and Notes Receivable in Borrower’s Portfolio Balance would cause the remaining average term of all Leases and Notes Receivable in Borrower’s Portfolio Balance to exceed (i) fifty four (54) months on the Closing Date and at any time during the first six (6) months after the Closing Date, (ii) fifty two (52) months at any time during the seventh (7th) through twelfth (12th) months after the Closing Date, or (iii) fifty (50) months any time after the first anniversary of the Closing Date;

     (q) any Lease or Note Receivable that when added to Borrower’s Portfolio Balance would cause the sum of the Net Investment in all Leases plus the outstanding principal balance of all Notes Receivable that are permitted to be included in Borrower’s Portfolio Balance as of any date of determination, when divided by the number of all Leases and Notes Receivable in Borrower’s Portfolio Balance as of such date of determination to exceed $50,000;

     (r) any Lease or Note Receivable of any single Account Debtor to the extent that the Net Investment therein or the outstanding principal balance thereof, as applicable, when added to the sum of (i) the Net Investment in all other Leases of such Account Debtor and its Affiliates that are permitted to be included in Borrower’s Portfolio Balance plus (ii) the then-outstanding principal balance of all other Notes Receivable of such Account Debtor and its Affiliates that are permitted to be included in Borrower’s Portfolio Balance, exceeds two and a half percent (2.5%) of Borrower’s Portfolio Balance as of any date of determination;

     (s) the smallest Lease(s) or Notes Receivable of the top ten (10) Account Debtors to the extent that the Net Investment therein or the outstanding principal balance thereof, as applicable, when added to the sum of the Net Investment in all other Leases and outstanding

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principal balance of all other Notes Receivable of such top 10 Account Debtors and their Affiliates that are permitted to be included in Borrower’s Portfolio Balance exceeds fifteen percent (15)% of Borrower’s Portfolio Balance as of any date of determination;

     (t) the smallest Lease(s) or Notes Receivable of an Account Debtor located in a particular state to the extent that the Net Investment therein or the outstanding principal balance thereof, as applicable, when added to the sum of the Net Investment in all other Leases and the then-outstanding principal balance of all other Notes Receivable of Account Debtors located in such state that are permitted to be included in Borrower’s Portfolio Balance exceeds ten percent (10)% of Borrower’s Portfolio Balance as of any date of determination, except that in the case of Account Debtors located in California, the Net Investment in Leases and the outstanding principal balance of Notes Receivable for such Account Debtors may not exceed 17.5% of Borrower’s Portfolio Balance as of any date of determination;

     (u) any Lease or Note Receivable related to a particular franchise to the extent that the Net Investment therein or the outstanding principal balance thereof, as applicable, when added to the sum of the Net Investment in all other Leases and the then-outstanding principal balance of all other Notes Receivable related to such franchise that are permitted to be included in Borrower’s Portfolio Balance, exceeds five percent (5)% of Borrower’s Portfolio Balance as of any date of determination;

     (v) any Lease or Note Receivable with respect to which the Account Debtor is an Affiliate of Borrower or an employee or agent of Borrower or an employee or agent of any Affiliate of Borrower, or a member of the family of any of the foregoing;

     (w) any Lease or Note Receivable with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States, or (ii) any state of the United States;

     (x) any Lease or Note Receivable with respect to which the Account Debtor is a creditor of Borrower, has a right of setoff or counterclaim, or has asserted a right of setoff or counterclaim, or has disputed its obligation to pay all or any portion of the Lease or Note Receivable, to the extent of such claim, right of setoff, or dispute;

     (y) any Lease or Note Receivable with respect to which the Account Debtor is subject to an existing Insolvency Proceeding or the collection of which Borrower knows to be doubtful by reason of the Account Debtor’s financial or other condition and for which Borrower has or expects to take reserves or to classify the Lease or Note Receivable as charged off in accordance with its Required Procedures;

     (z) any Lease or Note Receivable originally underwritten with respect to used Equipment or Inventory except that up to seven and a half percent (7.5%) of Borrower’s Portfolio Balance as of any date of determination may be comprised of Leases and Notes Receivable originally underwritten with respect to used Equipment or Inventory;

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     (aa) any Lease or Note Receivable that covers or is secured by a particular type of Equipment or Inventory, to the extent that the Net Investment in such Lease or the outstanding principal amount of such Note Receivable, as applicable, when added to the Net Investment in all other Leases and the then-outstanding principal amount of all other Notes Receivable included in Borrower’s Portfolio Balance on the date of determination that cover or are secured by the same type of Equipment or Inventory, exceeds twenty percent (20%) of Borrower’s Portfolio Balance on such date of determination;

     (bb) any Lease or Note Receivable that covers or is secured by Equipment or Inventory from a particular Vendor, to the extent that the Net Investment in such Lease or the outstanding principal amount of such Note Receivable, as applicable, when added to the Net Investment in all other Leases and the then-outstanding principal amount of all other Notes Receivable included in Borrower’s Portfolio Balance on the date of determination that cover or are secured by Equipment or Inventory from the same Vendor, exceeds twenty percent (20%) of the Borrower’s Portfolio Balance on such date of determination;

     (cc) (i) all Leases of Equipment or Inventory consisting of a motorized vehicle and (ii) any Note Receivable secured by a motorized vehicle unless the certificate of title and related lien notation document (or similar documentation required by the applicable governmental authority) relating to such Note Receivable is held by either the Custodian for the benefit of Agent, or the nominee specified in an applicable Vehicle Lienholder Nominee Agreement for the benefit of Agent (in each case, subject to such delivery periods as are permitted under the Custodian Agreement);

     (dd) any Lease or Note Receivable that is not subject to a valid and perfected first priority Agent’s Lien;

     (ee) any Lease or Note Receivable in which a participating interest therein has been transferred or assigned to any Person, other than Agent; and

     (ff) any Lease or Note Receivable for which the unpaid balance thereof or any other material information relating thereto as reported to Agent is not true and correct.

     Without limiting the foregoing, Agent retains the right at any time and from time to time to modify any standards of eligibility set forth in this definition of “Eligible Lease” and “Eligible Note Receivable” and to establish reserves against valuation hereunder. Notwithstanding the eligibility requirements defined herein, Agent, at Borrower’s request, will review specific Leases and Notes Receivable that may not meet the eligibility criteria for inclusion in the Borrowing Base.

     “ Eligible Transferee ” means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $1,000,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets in excess of $1,000,000,000, provided , that such bank is acting through a branch or agency located in the United States, (c) a finance company, insurance

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company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $1,000,000,000, (d) any Affiliate (other than individuals) of a Lender, (e) so long as no Event of Default has occurred and is continuing, any other Person approved by Agent and Borrower (which approval of Borrower shall not be unreasonably withheld, delayed, or conditioned), and (f) during the continuation of an Event of Default, any other Person approved solely by Agent.

     “ Environmental Actions ” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of Borrower, its Subsidiaries, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by Borrower, its Subsidiaries, or any of their predecessors in interest.

     “ Environmental Law ” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on Borrower or its Subsidiaries, relating to the environment, the effect of the environment on employee health or safety, or Hazardous Materials, including the Comprehensive Environmental Response Compensation and Liability Act, 42 USC §9601 et seq. ; the Resource Conservation and Recovery Act, 42 USC §6901 et seq. ; the Federal Water Pollution Control Act, 33 USC §1251 et seq. ; the Toxic Substances Control Act, 15 USC §2601 et seq. ; the Clean Air Act, 42 USC §7401 et seq. ; the Safe Drinking Water Act, 42 USC §3803 et seq. ; the Oil Pollution Act of 1990, 33 USC §2701 et seq. ; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 USC §11001 et seq. ; the Hazardous Material Transportation Act, 49 USC §1801 et seq. ; and the Occupational Safety and Health Act, 29 USC §651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); any state and local or foreign counterparts or equivalents, in each case as amended from time to time.

     “ Environmental Liabilities and Costs ” means all liabilities, monetary obligations, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

     “ Environmental Lien ” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

     “ Equipment ” means equipment (as that term is defined in the Code) and includes machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including motor vehicles), computer hardware, tools, parts, and goods (other than consumer goods, farm

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products, or Inventory), wherever located, including all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

     “ ERISA Affiliate ” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which Borrower or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with Borrower or any of its Subsidiaries and whose employees are aggregated with the employees of Borrower or its Subsidiaries under IRC Section 414(o).

     “ Event of Default ” has the meaning set forth in Section 8 .

     “ Exchange Act ” means the Securities Exchange Act of 1934, as in effect from time to time.

     “ Executive Officer ” means each of the following individuals: Crit DeMent, Miles Herman, Robert K. Moskovitz and David H. English, and any replacement Executive Officer approved in accordance with the terms herein.

     “ Filing Authorization Letter ” means a letter duly executed by each of Borrower, Parent and Originator authorizing Agent to file appropriate financing statements in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests to be created by the Loan Documents.

     “ Finance Lease ” means a finance lease (as that term is defined in the Code).

     “ Foothill Fee Letter ” means that certain fee letter, dated as of February 9, 2009, among Borrower, Parent and Agent, in form and substance satisfactory to Agent.

     “ Funding Date ” means the date on which a Borrowing occurs.

     “ GAAP ” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

     “ General Intangibles ” means general intangibles (as that term is defined in the Code), including payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill, patents, trade names, trade secrets, trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other

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rights under any royalty or licensing agreements, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, insurance premium rebates, tax refunds, and tax refund claims, and any other personal property other than Accounts, commercial tort claims, Deposit Accounts, goods, Investment Property, and Negotiable Collateral.

     “ Governing Documents ” means, with respect to any Person, the certificate organization, articles of incorporation or similar formation document and the by-laws or other organizational agreements of such Person.

     “ Governmental Authority ” means any federal, state, local, or other governmental or administrative body, instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

     “ Hazardous Materials ” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any Applicable Laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

     “ Hedge Agreement ” means any and all agreements or documents now existing or hereafter entered into by Borrower or any of its Subsidiaries, on forms and with terms satisfactory to Agent in its Permitted Discretion, that provide for interest rate swaps, caps, floors, or collars, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Borrower’s or any of its Subsidiaries’ exposure to fluctuations in interest rates.

     “ Hedge Provider ” means Wells Fargo or its Affiliates or any replacement hedge provider(s) selected by the Borrower and reasonably acceptable to the Agent, provided that (a) unless Agent agrees otherwise, on the date of entering into any Hedge Agreement in connection with funding any pool of Contracts hereunder, such replacement provider is Independent of the Borrower and has a long-term unsecured debt rating of at least A- by S & P and at least A3 by Moody’s and (b) in the Hedge Agreement, the replacement provider agrees to the pledge of the rights of the Borrower thereunder to the Agent.

     “ Holdout Lender ” has the meaning set forth in Section 15.2(a) .

     “ Indebtedness ” means as to any Person the sum as of any date of determination of (i) all obligations for borrowed money, (ii) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of

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credit, bankers acceptances, interest rate swaps, or other financial products, (iii) all obligations as a lessee under Capital Leases, (iv) all obligations or liabilities of others secured by a Lien on any asset of a Person or its Subsidiaries, irrespective of whether such obligation or liability is assumed, (v) all obligations to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices), (vi) all obligations owing under Hedge Agreements, and (vii) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (i) through (vi) above.

     “ Indemnified Liabilities ” has the meaning set forth in Section 11.3 .

     “ Indemnified Person ” has the meaning set forth in Section 11.3 .

     “ Independent ” means, when used with respect to any specified Person means such a Person, who (a) is in fact independent of the Borrower, Parent, and all members of the Servicer Group, (b) does not have a direct or any known indirect financial interest in the Borrower, Parent or any member of the Servicer Group, (c) is not connected with the Borrower, Parent or members of the Servicer Group as an officer, employee, promoter, underwriter, trustee, partner, director, customer, supplier or person performing similar functions, (d) is not a person controlling or under common control with any such stockholder, customer, supplier or other person, and (e) is not a member of the immediate family of any such stockholder, director, officer, employee, customer, supplier or other person.

     “ Initial Direct Costs ” with respect to a Lease means “initial direct costs” as that term is defined in Statement of Financial Accounting Standards (“FASB”) No. 91, dated December 1986, issued by the Financial Accounting Standards Board, as amended by FASB 98, dated May 1988.

     “ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

     “ Intangible Assets ” means, with respect to any Person, that portion of the book value of all of such Person’s assets that would be treated as intangibles under GAAP.

     “ Intercreditor Agreement ” means the Amended and Restated Intercreditor Agreement, dated as of April 18, 2005, among the Servicer, the Originator, other LEAF entities named therein or added by joinder thereto (including Parent and Borrower), Secured Party and other lenders named therein or joined as parties (including Agent), and U.S. Bank National Association.

     “ Interest Expense ” means for any measurement period of the Servicer Group (i) the aggregate of the interest expense and fees for such period including the portion of capitalized

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leases allocable to interest expense, plus (ii) any payments made in respect of hedging liabilities for such period, minus (iii) the sum of any paid-in-kind interest expenses for such period, all as determined on a consolidated basis in accordance with GAAP and without duplication.

     “ Interest Payment Date ” means, (i) absent an Event of Default, the second (2nd) day of each month or, if such day is not a Business Day, the next succeeding Business Day and (ii) if an Event of Default has occurred and is continuing, any date or dates specified by the Agent for the application and disbursement of Collections and other proceeds of the Collateral to the payment of interest and fees accrued under this Agreement, provided that the first Interest Payment Date shall be March 2, 2009.

     “ Interest Period ” means an accrual period commencing on the first day of a month and ending on the last day of such month.

     “ Inventory ” means inventory (as that term is defined in the Code), including any property subject to a Lease and any property obtained by Borrower by repossession, foreclosure or otherwise realizing upon a Lease.

     “ Investment ” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, or capital contributions (excluding (a) commissions, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the ordinary course of business consistent with past practice), purchases or other acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

     “ Investment Property ” means investment property (as that term is defined in the Code).

     “ IRC ” means the Internal Revenue Code of 1986, as in effect from time to time.

     “ Joinder Agreement ” means the Counterpart to Amended and Restated Intercreditor Agreement of even date herewith, by Agent and acknowledged by Borrower and Parent.

     “ Lease ” means a lease agreement evidencing a lease of personal property by Borrower or any of its Subsidiaries, as lessor.

     “ Lender ” and “ Lenders ” have the respective meanings set forth in the preamble to this Agreement, and shall include any other Person made a party to this Agreement in accordance with the provisions of Section 14.1 .

     “ Lender Group ” means, individually and collectively, each of the Lenders and Agent.

     “ Lender Group Expenses ” means all reasonable invoiced (a) costs or expenses (including taxes, and insurance premiums) required to be paid by Servicer, Originator, Parent, Borrower or their Affiliates under any of the Loan Documents that are paid, advanced, or incurred by the

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Lender Group, (b) fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with Servicer, Originator, Parent, Borrower or their Affiliates, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including, after an Event of Default, collateral appraisals or business valuations), real estate surveys, real estate title policies and endorsements, and environmental audits, (c) costs and expenses incurred by Agent in the disbursement of funds to Borrower or other members of the Lender Group (by wire transfer or otherwise), (d) charges paid or incurred by Agent resulting from the dishonor of checks from Borrower, its Affiliates or any Account Debtor, (e) reasonable costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of Agent related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, (g) reasonable costs and expenses of third party claims or any other suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Lender Group’s relationship with Servicer, Originator, Parent, Borrower or their Affiliates, other than claims or suits arising from gross negligence of a member of the Lender Group, (h) Agent’s and each Lender’s reasonable costs and expenses (including attorneys’ fees) incurred in advising, structuring, drafting, reviewing, administering, syndicating, or amending the Loan Documents, and (i) Agent’s and each Lender’s reasonable costs and expenses (including attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Servicer, Originator, Parent, Borrower or their Affiliates or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

     “ Lender-Related Person ” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.

     “ Leverage Ratio ” means, as to Borrower and its Subsidiaries as of any date of determination, a ratio of (a) the outstanding amount of all debt of Borrower and its Subsidiaries (as it appears in Borrower’s financial statements) as of such date less all of their Unrestricted Cash as of such date to (b) the Tangible Net Worth of the Borrower and its Subsidiaries as of such date.

     “ LIBOR Rate ” means, for an Interest Period the rate for deposits in U.S. Dollars for a period of 90 days in the amount of $1,000,000 which appears on the Telerate Page 3750 or similar Bloomberg terminal page as of 11:00 am, New York time, on the day that is two (2) Business Days preceding the related Interest Period; provided, however, that if such rate cannot be derived using those methods, it will be determined by Agent in accordance with its customary procedures, and utilizing such electronics or other quotation sources as it considers appropriate.

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     “ LIBOR Rate Loan ” means each portion of an Advance that bears interest at a rate determined by reference to the LIBOR Rate.

     “ Lien ” means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, irrespective of whether (a) such interest is based on the common law, statute, or contract, (b) such interest is recorded or perfected, and (c) such interest is contingent upon the occurrence of some future event or events or the existence of some future circumstance or circumstances. Without limiting the generality of the foregoing, the term “Lien” includes the lien or security interest arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes and also includes reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Property.

     “ Loan Account ” has the meaning set forth in Section 2.9 .

     “ Loan Documents ” means this Agreement, the Purchase and Contribution Agreement, the Originator Assignment(s), the Servicing Agreement, the Backup Servicing Agreement, the Vehicle Lienholder Nominee Agreement, the Intercreditor Agreement, the Lockbox Control Agreement, the Collection Account Control Agreement, any other Control Agreement, the Closing Certificates, all Confirmations of Release, the Opinion Certificates, the Disbursement Letter, the Foothill Fee Letter, the U.S. Bank Fee Letter, any Bank Product Agreements, any note or notes executed by Borrower in connection with this Agreement and payable to a member of the Lender Group, and any other agreement entered into, now or in the future, by Originator, Servicer, Parent, Borrower or any of their Subsidiaries and the Lender Group in connection with this Agreement.

     “ Lockbox Account ” means the cash management account established by and in the name of Servicer at the Lockbox Bank bearing account number 153910088597, the terms and conditions of which are satisfactory to Agent.

     “ Lockbox Bank ” means U.S. Bank National Association.

     “ Lockbox Control Agreement ” means that certain the Lockbox Agency and Control Agreement, dated as of July 31, 2006, among the Servicer, the Originator, U.S. Bank National Association, as Lockbox Bank and Lockbox Agent, and National City Bank (or PNC Bank as its successor by acquisition), as Secured Party along with the Treasury Management Services Terms and Conditions in effect with respect thereto.

     “ Managed Portfolio ” means the sum of (a) the aggregate book value of all equipment leases and (b) the aggregate unpaid principal amount of all notes receivable and similar equipment finance contracts that are serviced by the Servicer or any Affiliate of the Servicer that services equipment finance contracts similar to the Leases and Notes Receivable.

     “ Manager ” means LEAF Asset Management, LLC, a Delaware limited liability company and wholly owned, indirect subsidiary of Resource America, Inc.

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     “ Material Adverse Change ” means (a) a material adverse change in the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Servicer Group, the Parent, or the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of any of the Originator, Servicer, Parent, or Borrower and its Subsidiaries to perform their respective obligations under the Loan Documents to which any is a party or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral, or (c) any impairment of the enforceability or priority of the Agent’s Liens with respect to the Collateral.

     “ Maturity Date ” has the meaning set forth in Section 3.4 .

     “ Maximum Revolver Amount ” means the lesser of (a) Seventy Five Million Dollars ($75,000,000) and (b) the applicable amount set forth in the chart below:

     “ Minimum Funding Amount ” means (i) $15,000,000 on the initial Funding Date and the next 90 days thereafter, (ii) $25,000,000 on the 91st day after the Closing Date through the 180th day after the Closing Date, and (iii) $35,000,000 at all times thereafter.

     “ Monthly Servicing Report ” has the meaning set forth in the Servicing Agreement.

     “ Mortgages ” means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by Borrower or its Subsidiaries in favor of Agent, for the benefit of the Lender Group, in form and substance satisfactory to Agent, that encumber the Real Property Collateral, if any.

     “ Negotiable Collateral ” means letters of credit, letter of credit rights, instruments, promissory notes, drafts, documents, and Chattel Paper (including electronic chattel paper and tangible chattel paper) and any and all supporting obligations in respect thereof.

     “ Net Income ” means, for any period, the consolidated net earnings (or loss), as determined in accordance with GAAP.

     “ Net Investment ” means, as of any date of determination

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     (a) in or with respect to a Lease (i) the unpaid amount of the total minimum lease payments owing on such Lease, plus (ii) the Initial Direct Costs for such Lease, not in excess of the lesser of (A) three percent (3.0%) of the original equipment cost relating to such Lease, as amortized in accordance with GAAP and (B) the percentage such that the total Initial Direct Cost for all Leases does not exceed 2.5% of the total original equipment cost for all Leases, minus (iii) unearned income included in such lease payments, minus (iv) taxes (other than those included or includible in Initial Direct Costs or original equipment cost), insurance and maintenance payments included in such lease payments and any profit thereon, minus (v) booked residual value or other residual payments payable at the end of the lease term for such Lease, and minus (vi) any and all security deposits and advance payments made in connection with such Lease to the extent otherwise included in Net Investment for such Lease; and

     (b) in or with respect to a Note Receivable, (i) the aggregate unpaid principal amount of such Eligible Note Receivable on such date, minus (ii) all capitalized points and fees included in such principal amount, plus (iii) Direct Acquisition Costs for each such Eligible Note Receivable, not in excess of the lesser of (A) three percent (3.0%) of the original principal balance of such Eligible Note Receivable, as amortized in accordance with GAAP and (B) the percentage such that the average Direct Acquisition Cost for all Eligible Notes Receivable does not exceed 2.5% of the original principal amount of all Eligible Notes Receivable, minus (iii) any and all advance payments made in connection with such Eligible Notes Receivable to the extent otherwise included in Net Investment for such Note Receivable.

     “ Note Receivable ” means a promissory note evidencing a commercial loan made by Borrower or a conditional sale contract evidencing an obligation to pay the Borrower the contract price set forth therein, in each case secured by a first-priority lien on personal property owned by the maker of such note or buyer of such property, the proceeds of such loan or contract used or to be used for commercial purposes only.

     “ Obligations ” means (a) all loans, Advances, debts, principal, interest (including any interest that, but for the commencement of an Insolvency Proceeding, would have accrued), premiums, liabilities (including all amounts charged to Borrower’s Loan Account pursuant hereto), obligations (including indemnification obligations), fees (including the fees provided for in the Foothill Fee Letter), charges, costs, Lender Group Expenses (including any fees or expenses that, but for the commencement of an Insolvency Proceeding, would have accrued), lease payments, guaranties, covenants, and duties of any kind and description owing by Borrower or any of its Subsidiaries to the Lender Group pursuant to or evidenced by the Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all Lender Group Expenses that Borrower or any of its Subsidiaries is required to pay or reimburse by the Loan Documents, by law, or otherwise, and (b) all Bank Product Obligations. Any reference in this Agreement or in the Loan Documents to the Obligations shall include all extensions, modifications, renewals, supplements, restatements or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

     “ OFAC ” means the United States Department of Treasury, Office of Foreign Assets Control.

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     “ One-Time Successor Fee ” has the meaning set forth in the Backup Servicing Agreement.

     “ Original Contract ” has the meaning set forth in the Custodian Agreement.

     “ Originating Lender ” has the meaning set forth in Section 14.1(e) .

     “ Originator ” means LEAF Funding, Inc., a Delaware corporation that is a wholly owned subsidiary of LEAF Financial Corporation.

     “ Originator Assignments ” means each agreement by which Originator sells, assigns, transfers and conveys absolutely to Parent various Leases, Notes Receivable and related assets and rights, substantially in the form attached hereto as Exhibit D .

     “ Overadvance ” has the meaning set forth in Section 2.4 .

     “ Participant ” has the meaning set forth in Section 14.1(e) .

     “ Payment Date ” means (i) absent an Event of Default, the eighteenth (18th) day of each month or, if such day is not a Business Day, the next succeeding Business Day and (ii) if an Event of Default has occurred and is continuing, any date or dates specified by the Agent for the application and disbursement of Collections or other proceeds of the Collateral in accordance with this Agreement; provided that the first Payment Date will be March 18, 2009.

     “ Patriot Act ” has the meaning set forth in Section 17.9 .

     “ Permitted Discretion ” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender under similar circumstances) business judgment.

     “ Permitted Dispositions ” means:

     (a) sales or other dispositions of Equipment that is substantially worn, damaged, or obsolete in the ordinary course of business;

     (b) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;

     (c) sales or exchanges of Contracts and related Contract Assets to Parent or to Servicer in connection with a repurchase or substitution transaction that is otherwise required or permitted under Section 4.9 hereof, the Purchase and Contribution Agreement or the Servicing Agreement so long as (i) Parent or Servicer, as applicable, has deposited the Repurchase Price in the Collection Account or assigned substitute Contract Assets to Borrower having a Net Investment amount that is at least equivalent to such Repurchase Price to Borrower and (ii) Servicer and Borrower have provided a Borrowing Base Certificate that reports on the status of the Borrowing Base both before and after giving effect to such repurchase or substitution;

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     (d) sales of Leases and related Contract Assets by Borrower to a Person that is not an Affiliate of Borrower so long as (i) such Leases have been originated and underwritten in accordance with the Required Procedures, (ii) no Event of Default has occurred and is continuing or would result therefrom, and (iii) either (A) (I) Borrower receives not less than 100% of the total Net Investment of the subject Leases, (II) the percentage of Borrower’s Leases represented by Leases with payments more than 30 days past due immediately after giving effect to the proposed sale is not more than the percentage of Borrower’s Leases represented by Leases with payments more than 30 days past due immediately prior to the sale, and (III) the proceeds of the sale are paid to the Agent and applied to the outstanding Obligations in accordance with the provisions hereof, or (B) Borrower has submitted a written request to Agent relative to the Leases that it proposes to sell and Agent, in its Permitted Discretion, has approved in writing the sale of the subject Leases free and clear of the Liens of Agent; and

     (e) sales of Notes Receivable and related Contract Assets by Borrower to a Person that is not an Affiliate of Borrower so long as (i) such Notes Receivable have been originated and underwritten in accordance with the Required Procedures, (ii) no Event of Default has occurred and is continuing or would result therefrom, and (iii) either (A) (I) Borrower receives not less than 100% of the total unpaid principal balance of the subject Notes Receivable, (II) the percentage of Borrower’s Notes Receivable represented by Notes Receivable with payments more than 30 days past due immediately after giving effect to the proposed sale is not more than the percentage of Borrower’s Notes Receivable represented by Notes Receivable with payments more than 30 days past due immediately prior to the sale, and (III) the proceeds of the sale are paid to the Agent and applied to the outstanding Obligations in accordance with the provisions hereof, or (B) Borrower has submitted a written request to Agent relative to the Notes Receivable that it proposes to sell and Agent, in its Permitted Discretion, has approved in writing the sale of the subject Notes Receivable free and clear of the Liens of Agent.

     “ Permitted Holder ” means Resource America, Inc., any of its majority owned and controlled direct or indirect Subsidiaries, each Executive Officer and any other executive officer of Resource America, Inc. as of the Closing Date.

     “ Permitted Investments ” means (a) Investments in cash and Cash Equivalents, (b) Investments in negotiable instruments for collection, (c) advances made in connection with purchases of goods or services in the ordinary course of business, (d) Investments received in settlement of amounts due to Borrower or any of its Subsidiaries effected in the ordinary course of business or owing to Borrower or any of its Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of Borrower or its Subsidiaries.

     “ Permitted Liens ” means (a) Liens held by Agent, for the benefit of the Lender Group or any Bank Product Provider, (b) Liens for unpaid taxes, assessments, levies, fees and other similar governmental charges that either (i) are not yet delinquent, or (ii) do not constitute an Event of Default hereunder and are the subject of Permitted Protests, (c) Liens set forth on Schedule P-1 , (d) the interests of lessors under operating leases, (e) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as such Lien attaches only to the asset

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purchased or acquired and the proceeds thereof, (f) Liens arising by operation of law in favor of landlords, carriers, mechanics or materialmen incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests, (g) Liens on amounts deposited in connection with obtaining worker’s compensation or other unemployment insurance, (h) Liens or deposits to secure leases incurred in the ordinary course of business of Borrower and not in connection with the borrowing of money, (i) Liens on amounts deposited as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business, (j) Liens resulting from any judgment or award that is not an Event of Default hereunder, (k) with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof, and (l) the rights of an Account Debtor under its Lease or Note Receivable.

     “ Permitted Protest ” means the right of Borrower or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided , that (a) a reserve with respect to such obligation is established on the Books in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Borrower or its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Agent’s Liens.

     “ Permitted Purchase Money Indebtedness ” means, as of any date of determination, Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount outstanding at any one time not in excess of $10,000.

     “ Person ” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

     “ Projections ” means a Person’s forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with such Person’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

     “ Pro Rata Share ” means, as of any date of determination:

     (a) with respect to a Lender’s obligation to make Advances and receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s Advances by (z) the aggregate outstanding principal amount of all Advances,

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     (b) with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 16.7 ), the percentage obtained by dividing (i) such Lender’s Revolver Commitment, by (ii) the aggregate amount of Revolver Commitments of all Lenders; provided , however , that in the event the Revolver Commitments have been terminated or reduced to zero, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the outstanding principal amount of such Lender’s Advances, by (B) the outstanding principal amount of all Advances.

     “ Purchase Date Notice ” means a Purchase Date Notice, substantially in the form of Exhibit A to the Purchase and Contribution Agreement.

     “ Purchase and Contribution Agreement ” means the Purchase and Contribution Agreement, dated the date of this Agreement, between Parent and Borrower.

     “ Purchase Money Indebtedness ” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

     “ Real Property ” means any estates or interests in real property now owned or hereafter acquired by Borrower or its Subsidiaries and the improvements thereto.

     “ Real Property Collateral ” means the Real Property identified on Schedule R-1 and any Real Property hereafter acquired by Borrower or its Subsidiaries.

     “ Real Property Collateral Pledge ” has the meaning set forth in Section 4.6(c) .

     “ Record ” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

     “ Recoveries ” means, for any Collection Period occurring after the date on which any Lease or Note Receivable becomes a Defaulted Contract and with respect to such Defaulted Contract, all payments that the Servicer received from or on behalf of an Account Debtor during such Collection Period in respect of such Defaulted Contract, a related security deposit, if any, deposited in the Collection Account, or from liquidation or re-leasing of the related Equipment, including scheduled payments.

     “ Remedial Action ” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials authorized by Environmental Laws.

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     “ Replacement Lender ” has the meaning set forth in Section 15.2(a) .

     “ Report ” has the meaning set forth in Section 16.17(a) .

     “ Reporting Date ” means the thirteenth (13th) day of each month or, if such day is not a Business Day, the next succeeding Business Day.

     “ Repurchase Price ” means, as of any Repurchase Date, 100% of the following amount (a) with respect to a Lease (i) the Net Investment in such Lease, plus (ii) taxes (other than those included or includible in Initial Direct Costs or original equipment cost), insurance and maintenance payments included in the book value for such Lease and any profit thereon, plus (iii) booked residual value or other residual payments payable at the end of the lease term for such Lease, plus (iv) any and all security deposits and advance payments made in connection with such Lease; and (b) in or with respect to a Note Receivable (i) the Net Investment in such Note Receivable, plus (ii) all capitalized points and fees included in the principal amount for such Note Receivable plus (iii) any and all advance payments made in connection with such Note Receivable.

     “ Request for Release ” means a request for release of Contract Assets substantially in the form attached as an exhibit to the Custodian Agreement.

     “ Required Lenders ” means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (b) of the definition of Pro Rata Shares) equal or exceed 50.1%, but not fewer than two Lenders at any time that two or more Lenders have Commitments hereunder.

     “ Required Procedures ” means, (a) with respect to the Originator or initial Servicer or any Affiliate thereof, the underwriting and credit policies and the procedures governing use of the Approved Forms, used by such Persons with respect to the origination, funding and servicing of Leases and Notes Receivable, as attached to the Closing Certificate, together with such changes and modifications made thereto from time to time with advance written notice to Agent, provided , that no material changes or modifications shall be implemented or become effective unless and until approved by Agent in advance in its Permitted Discretion, and (b) with respect to any Successor Servicer, the policies and procedures that such servicer uses with respect to servicing receivables similar to the Leases and the Notes Receivable that it holds for its own or an Affiliate’s account.

     “ Reserve Percentage ” means, on any day, the maximum percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”) of Agent, but so long as Agent is not required or directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.

     “ Residual Realization Report ” shall mean a report in form, substance and detail acceptable to Agent, setting forth the following information together with such other and

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additional information as may be requested by Agent, in each instance as of and for the applicable period ending on the date of such report: (a) the booked residual value of all Leases as of the date of such report; (b) a schedule of Leases terminated during the applicable period and setting forth (i) those Leases for which residual options were exercised during the applicable period together with a statement of the dollar amount received, or contemplated to be received, by Borrower due to such exercise and any variation from Borrower’s booked residual value as reported to Agent during prior periods and (ii) those Leases for which residual options were not exercised and identifying the booked residual value associated with such Leases; (c) a schedule detailing off-lease residual value recovered by Borrower during the applicable period; and (d) a schedule of inventory held by, or for the benefit of, Borrower off lease due to the termination of Leases without exercise of residual options, together with an aging of such inventory.

     “ Restricted Payments ” means (a) any dividend or other distribution, in cash or other property, direct or indirect, on account of any class of Stock issued by Borrower, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of Stock issued by Borrower, now or hereafter outstanding, (c) any payment made to retire, or obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Stock issued by Borrower, now or hereafter outstanding, or (d) any payment or prepayment of principal, or redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt or any Indebtedness owing to a holder of Stock issued by Borrower or an Affiliate of a holder of Stock issued by Borrower, to the extent such action would cause a net reduction in the principal amount of Subordinated Debt or other Indebtedness outstanding on the first day of the calendar quarter in which such action is taken; provided , that, any conversion or exchange of Subordinated Debt for any Stock issued by Borrower or exchange of any Stock for any other Stock shall not be considered a “Restricted Payment” hereunder.

     “ Restricted Person ” means any Person listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by OFAC and/or the United States Department of the Treasury, or identified in any related executive orders issued by the President of the United States.

     “ Revolver Commitment ” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 14.1 .

     “ Revolver Usage ” means, as of any date of determination, the aggregate amount of outstanding Advances.

     “ Sanctioned Entity ” means any organization subject to sanctions issued by OFAC.

     “ Sanctioned Person ” means any Person subject to sanctions issued by OFAC.

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     “ SEC ” means the United States Securities and Exchange Commission and any successor thereto.

     “ Securities Account ” means a securities account (as that term is defined in the Code).

     “ Security Deposit Holding Account ” means the account established in the name of the Borrower at the Security Deposit Holding Account Bank bearing account number 130039003, the terms and conditions of which are satisfactory to Agent, and which account is subject to the Security Deposit Holding Account Agreement.

     “ Security Deposit Holding Account Bank ” means U.S. Bank National Association or such other bank as is approved in advance by Agent and that enters into a Control Agreement in favor of Agent.

     “ Security Deposit Holding Account Control Agreement ” means the Control Agreement among Borrower, Agent and the Security Deposit Holding Account Bank that governs the Security Deposit Holding Account.

     “ Servicer ” means LEAF Financial Corporation, a Delaware corporation and indirect majority owned subsidiary of Resource America, Inc.

     “ Servicer Default ” has the meaning set forth in the Servicing Agreement.

     “ Servicer Group ” means Servicer, its consolidated Subsidiaries and Manager.

     “ Servicer Termination Event ” has the meaning set forth in the Servicing Agreement.

     “ Servicer’s Static Pool ” means with respect to any calendar quarter all equipment leases, notes receivable and similar equipment finance contracts originated during such calendar quarter and included in the Managed Portfolio as of the applicable date of determination.

     “ Servicing Agreement ” means the Servicing Agreement between Borrower and Servicer, relating to the servicing of the Leases and Notes Receivable.

     “ Servicing Fee ” means, if LEAF Financial Corporation is the Servicer, one percent (1%) per annum of the monthly average of Borrower’s Portfolio Balance and if any other Person becomes the Successor Servicer, the amount specified in the Backup Servicing Agreement or other instrument of appointment.

     “ Settlement ” has the meaning set forth in Section 2.2(f)(i) .

     “ Settlement Date ” has the meaning set forth in Section 2.2(f)(i) .

     “ Solvent ” means, with respect to any Person on a particular date, that, such Person is not insolvent (as such term is defined in the Uniform Fraudulent Transfer Act).

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     “ Stock ” means all shares, options, warrants, membership interests, partnership interests, ownership interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

     “ Subordinated Debt ” means (i) in the case of Parent, Borrower and their Subsidiaries, any Indebtedness that is expressly subordinated to the prior payment in full in cash of the Obligations pursuant to a subordination agreement in form and substance acceptable to Agent, having a maturity no earlier than six months after the Maturity Date and which shall be unsecured and otherwise be on terms and conditions acceptable to Agent, (ii) in the case of Parent, shall also include amounts due to Manager or its Affiliates for its fees to the extent subordinate to the interest of Parent’s equity investors, and (iii) in the case of the Servicer Group, any debt that is subject to a subordination agreement, is described in the financial statements of the Servicer Group prepared in accordance with GAAP and where payments under such subordination agreement are either not due before the Maturity Date or if due and paid prior to such date, would not cause the Servicer Group to violate any of its financial covenants set forth in Section 7.19.

     “ Subsidiary ” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

     “ Successor Servicer ” means any Person appointed by Borrower, with the prior approval of Agent, or appointed by Agent, in accordance with the Loan Documents, to succeed LEAF Financial Corporation as Servicer.

     “ Supporting Obligation ” means a letter-of-credit right or secondary obligation that supports the payment or performance of an Account, Chattel Paper, document, General Intangible, Note Receivable, instrument, or Investment Property.

     “ Swing Lender ” means WFF or any other Lender that, at the request of Borrower and with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender under Section 2.2(d) .

     “ Swing Loan ” has the meaning set forth in Section 2.2(d)(i) .

     “ Takeout Transaction ” means any securitization of the Contract Assets outside of the facility described in this Agreement or other sale or refinancing of substantially all the Contract Assets, the proceeds of which are used to make a prepayment on the Obligations.

     “ Tangible Net Worth ” means, as to any Person as of any date of determination, Total Capital minus all Intangible Assets of such Person.

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     “ Taxes ” has the meaning set forth in Section 16.11(a) .

     “ Total Capital ” means, as to any Person as of any date of determination, the equity (whether referred to as partners’ capital, paid in capital, retained earnings, or similar entry) shown on such Person’s balance sheet, plus any Subordinated Debt, all as determined on a consolidated basis in accordance with GAAP without any duplication and adjusted to back out any additions or subtractions based on mark-to-market gain or loss under SFAS No. 133.

     “ Transition Costs ” means the documented out-of-pocket expenses and fees reasonably incurred by a successor Servicer, the Backup Servicer or the Agent in connection with a transfer of servicing under the Servicing Agreement (including, but not limited to, reasonable travel, lodging, postage, counsel fees and expenses of Backup Servicer’s agents).

     “ U.S. Bank Fee Letter ” means that certain letter agreement dated February 9, 2009, between U.S. Bank National Association and the Servicer regarding the fees of the Backup Servicer and the Custodian.

     “ United States ” means the United States of America.

     “ Unrestricted Cash ” means as of any date of determination the amount of a Person’s available balances on deposit in one or more controlled accounts, to the extent such amounts do not represent accrued interest and related fees and expenses designated or necessary for satisfaction of obligations of such Person or any other Person.

     “ Vehicle Lienholder Nominee Agreement ” means the Vehicle Lienholder Nominee Agreement, dated even date herewith among Originator, Borrower and Agent, in form and substance satisfactory to Agent.

     “ Vendor ” means any distributor, broker or other referral source to Originator with respect to Equipment that is financed under Leases and Notes Receivables.

     “ Voidable Transfer ” has the meaning set forth in Section 17.6 .

     “ Wells Fargo ” means Wells Fargo Bank, National Association, a national banking association.

     “ WFF ” means WELLS FARGO FOOTHILL, LLC,, a Delaware limited liability company.

     1.2 Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” or “Parent” or “Servicer” is used in respect of a financial covenant or a related definition, it shall be understood to mean such Person and its Subsidiaries on a consolidated basis unless the context clearly requires otherwise.

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     1.3 Code . Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided , however , that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 shall govern.

     1.4 Construction . Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in the other Loan Documents to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash (or cash collateralization in accordance with the terms hereof) of all Obligations other than contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and are not required to be repaid or cash collateralized pursuant to the provisions of this Agreement. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission of a Record and any Record transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

     1.5 Schedules and Exhibits . All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2. LOAN AND TERMS OF PAYMENT.

     2.1 Revolver Advances .

     (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make advances (“ Advances ”) to Borrower in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver Amount and (ii) the Borrowing Base.

     (b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem commercially necessary or appropriate, against the Borrowing

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Base, including reserves with respect to (i) sums that Borrower is required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) to comply with any provision of this Agreement or any other Loan Document, (ii) amounts owing by Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than any existing Permitted Lien set forth on Schedule P-1 which is specifically identified thereon as entitled to have priority over the Agent’s Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem , excise, sales, or other taxes where given priority under Applicable Laws) in and to such item of the Collateral, (iii) valuation of any Lease or Note Receivable, and (iv) in order to assure Availability sufficient to fund Lease or Note Receivable originations in the ordinary course of Borrower’s business as described by Borrower to Agent and to facilitate the orderly wind-down of Borrower’s business following the occurrence of an Event of Default.

     (c) Any reserve established in accordance with Section 2.1(b) and any other adjustment in the Borrowing Base, whether resulting from a revision of the definition of Eligible Lease or Eligible Note Receivable or otherwise, shall become effective immediately upon notice to Borrower of such establishment or adjustment.

     (d) Notwithstanding any other provision herein, the Lenders with Revolver Commitments shall have no obligation to make additional Advances hereunder to the extent such additional Advances would cause the Revolver Usage to exceed the Maximum Revolver Amount.

     (e) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. No prepayment premium shall be applicable to any repayments of Advances, except in connection with the termination of this Agreement as set forth in Section 3.6 hereof.

     2.2 Borrowing Procedures and Settlements .

     (a)  Procedure for Borrowing . Each Borrowing shall be made by an irrevocable written request signed by an Authorized Person for Borrower delivered to Agent (a “ Borrowing Request ”). Such Borrowing Request must be received by Agent no later than 12:00 p.m. (New York time) on the Business Day prior to the date that is the requested Funding Date, must (i) specify the amount of such Borrowing and the requested Funding Date, which shall be a Business Day and (ii) certify that all conditions to such Borrowing have been satisfied; provided , however , that in the case of a request for a Swing Loan, such Borrowing Request will be timely received if it is received by Agent no later than 1:00 p.m. (New York time) on the Business Day that is the requested Funding Date. At Agent’s election, in lieu of delivering a Borrowing Request, so long as no additional Contracts are being added to the Borrowing Base, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing by delivery of an executed Borrowing Request within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity

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of the request. Submission of a request for an Advance hereunder shall obligate Borrower to pay interest on such Advance in accordance with this Agreement from the date the proceeds of such Advance are made available to Borrower.

     (b)  Agent’s Election . Promptly after receipt of a request for Borrowing, Agent shall elect, in its Permitted Discretion, (i) to have the terms of Section 2.2(c) apply to such requested Borrowing, or (ii) to request Swing Lender to make a Swing Loan pursuant to the terms of Section 2.2(d) in the amount of the requested Borrowing; provided , however , that if Swing Lender declines in its sole discretion to make a Swing Loan pursuant to Section 2.2(d) , Agent shall elect to have the terms of Section 2.2(c) apply to such requested Borrowing.

     (c)  Making of Advances .

     (i) In the event that Agent shall elect to have the terms of this Section 2.2(c) apply to a requested Borrowing, then promptly after Agent’s receipt of a request for Borrowing, Agent shall notify the Lenders, not later than 1:00 p.m. (New York time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 11:00 a.m. (New York time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Borrower’s Designated Account; provided , however , that, subject to the provisions of Section 2.2(i) , Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

     (ii) Unless Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, prior to 9:00 a.m. (New York time) on the date of such Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such

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Lender’s Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing. The failure of any Lender to make any Advance on any Funding Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on any Funding Date.

     (iii) Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender’s benefit, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of the Lender Group ratably in accordance with their Commitments (but only to the extent that such Defaulting Lender’s Advance was funded by the other members of the Lender Group) or, if so directed by Borrower and if no Default or Event of Default had occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the Lender Group), retain same to be re-advanced to Borrower as if such Defaulting Lender had made Advances to Borrower. Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations) without any premium or penalty of any kind whatsoever; provided , however , that any such

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assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

     (d)  Making of Swing Loans .

     (i) In the event Agent shall elect, with the consent of Swing Lender, as a Lender, to have the terms of this Section 2.2(d) apply to a requested Borrowing as described in Section 2.2(b) , Swing Lender as a Lender shall make such Advance in the amount of such Borrowing (any such Advance made solely by Swing Lender as a Lender pursuant to this Section 2.2(d) being referred to as a “ Swing Loan ” and such Advances being referred to collectively as “ Swing Loans ”) available to Borrower on the Funding Date applicable thereto by transferring immediately available funds to Borrower’s Designated Account. Subject to the provisions of Section 2.2(i) , Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make, any Swing Loan if Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making, in its sole discretion, any Swing Loan.

     (ii) The Swing Loans shall be secured by the Agent’s Liens, constitute Advances and Obligations hereunder, and bear interest at the rate applicable from time to time to Advances.

     (iii) Each Swing Loan shall be deemed to be an Advance hereunder for all purposes and shall be subject to all the terms and conditions applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own account (and for the account of the holder of any participation interest with respect to such Swing Loan).

     (e)  Agent Advances .

     (i) Agent hereby is authorized by Borrower and the Lenders, from time to time in Agent’s sole Permitted Discretion, (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3 have not been satisfied, to make Advances to Borrower on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations), or (C) to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses described in Section 10 (any of the Advances described in this Section 2.2(e) shall be referred to as “ Agent Advances ”). Each Agent Advance shall be deemed

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to be an Advance hereunder, except that all payments thereon shall be payable to Agent solely for its own account.

     (ii) The Agent Advances shall be repayable on demand, secured by the Agent’s Liens granted to Agent under the Loan Documents, constitute Advances and Obligations hereunder, and bear interest at the rate applicable from time to time to Advances.

     (f)  Settlement . It is agreed that each Lender’s funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Advances, the Swing Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:

     (i) Agent shall request settlement (“ Settlement ”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect to each outstanding Swing Loan, (2) for itself, with respect to each Agent Advance, and (3) with respect to Borrower’s or its Subsidiaries’ Collections received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m. (New York time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “ Settlement Date ”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.2(c)(iii) ): (y) if a Lender’s balance of the Advances (including Swing Loans and Agent Advances) exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans and Agent Advances) as of a Settlement Date, then Agent shall, by no later than 2:00 p.m. (New York time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Agent Advances), and (z) if a Lender’s balance of the Advances (including Swing Loans and Agent Advances) is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Agent Advances) as of a Settlement Date, such Lender shall no later than 2:00 p.m. (New York time) on the Settlement Date transfer in immediately available funds to the Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Agent Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Agent Advances and, together with the portion of such Swing Loans or Agent Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the

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terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

     (ii) In determining whether a Lender’s balance of the Advances, Swing Loans, and Agent Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement.

     (iii) Between Settlement Dates, Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections of Borrower or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Agent Advances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.

     (g)  Notation . Agent shall record on its books the principal amount of the Advances owing to each Lender, including the Swing Loans owing to Swing Lender, and Agent Advances owing to Agent, and the interests therein of each Lender, from time to time and such records shall, absent manifest error, conclusively be presumed to be correct and accurate. In addition, each Lender is authorized, at such Lender’s option, to note the date and amount of each payment or prepayment of principal of such Lender’s Advances in its books and records, including computer records.

     (h)  Lenders’ Failure to Perform . All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

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     (i)  Optional Overadvances . Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (i) after giving effect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by more than ten percent (10%), (ii) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount, and (iii) at the time of the making of any such Advance, Agent does not believe, in good faith, that the Overadvance created by such Advance will be outstanding for more than sixty (60) days. The foregoing provisions are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrower in any way. The Advances and Swing Loans, as applicable, that are made pursuant to this Section 2.2(i) shall be subject to the same terms and conditions as any other Advance or Swing Loan, as applicable, except that, at the option of Agent or Swing Lender, as applicable, the rate of interest applicable thereto shall be the rate applicable to Advances under Section 2.5(b) hereof without regard to the presence or absence of a Default or Event of Default.

     (i) In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the preceding paragraph, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding paragraph. In the event Agent or any Lender disagrees over the terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders.

     (ii) Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.2(f) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.2(i) , and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

     2.3 Payments .

     (a)  Payments by Borrower .

     (i) Payment Date . On each Reporting Date, beginning with the March 2009 Reporting Date, Borrower will provide, or cause Servicer to provide, to Agent an updated

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Borrowing Base Certificate and a Monthly Servicing Report for the Collection Period just ended, which will include computations reflecting the Collections and other amounts received by or on behalf of Borrower with respect such Collection Period (including as proceeds of Permitted Dispositions and net payments received under Hedge Agreements), the amounts, if any, already paid by Borrower on the Interest Payment Date, and the amounts to be paid by Borrower on the next Payment Date and the apportionment and application of such payments. Agent shall review such Borrowing Base Certificate and Monthly Servicing Report and advise Borrower and Servicer within four (4) Business Days of receipt whether the Borrowing Base Certificate and Monthly Servicing Report are acceptable. Subject to approval by the Agent, the Collection Account Bank shall be instructed to make the disbursements specified in the Monthly Servicing Report for such Payment Date.

     (ii) Except as otherwise expressly provided herein, all payments of amounts due Agent and the Lenders shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (New York time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

     (iii) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date of demand by Agent until the date repaid.

     (b)  Application of Amounts in Collection Account and Apportionment of Payments to Lenders .

     (i) All amounts on deposit in the Collection Account shall be disbursed by the Collection Account Bank on the Payment Date in accordance with the instructions set forth in the Monthly Servicing Report (that have been approved by Agent in accordance with the Collection Account Control Agreement), such instructions to be in accordance with this Section 2.3(b)(i) and any other proceeds of Collateral received by Agent shall be applied as follows (in each instance, taking into account any payments made on any Interest Payment Date occurring since the last Payment Date):

     (A) first , to reimburse Servicer, Parent or other third party agent for any sales, use or property taxes (and additions to tax for interest and late fees)

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paid or payable with respect to Borrower’s Equipment to the extent such amounts have been collected from the related Account Debtor;

     (B) second , to pay to Lenders amounts necessary to eliminate any existing Overadvance;

     (C) third , to the Parent (as agent for the Servicer), or if LEAF Financial is no longer the Servicer, then to the Successor Servicer, as applicable, the Servicing Fee then due, including any amounts previously accrued but remaining unpaid, and also to the Successor Servicer amounts to reimburse expenses incurred by such Successor Servicer that are reimbursable by Borrower under the Loan Documents, Transition Costs, to the extent not paid by the outgoing Servicer, and the One-Time Successor Fee;

     (D) fourth , to the Backup Servicer the Backup Servicing Fees then due, including any amounts previously accrued but remaining unpaid;

     (E) fifth , pro rata (1) to the Custodian any Custodian Fees then due, including any amounts previously accrued but remaining unpaid, and (2) to the Collection Account Bank, any fees or other amounts then due, including any amounts previously accrued but remaining unpaid;

     (F) sixth , to pay Lender Group Expenses then due to the Agent under the Loan Documents, until paid in full;

     (G) seventh , to pay Lender Group Expenses then due to the Lenders under the Loan Documents, until paid in full;

     (H) eighth , to pay Servicer or Successor Servicer, as applicable, to the extent of Recoveries on the related Defaulted Contract (and not to exceed such Recoveries), reimbursement for related Collection Costs (to the extent not already netted out of such Recoveries);

     (I) ninth , to Agent any fees then due to it as Agent (for its separate account, after giving effect to any agreements between Agent and individual Lenders) under the Loan Documents, until paid in full (without duplication for amounts already paid with respect to such Interest Period pursuant to Section 2.5(c));

     (J) tenth , to pay any fees then due to any or all of the Lenders (after giving effect to any agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full (without duplication for amounts already paid with respect to such Interest Period pursuant to Section 2.5(c));

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     (K) eleventh , to each applicable Hedge Provider, any net periodic payments due it from the Borrower under the related Hedge Agreement (without duplication for amounts already paid with respect to such Interest Period pursuant to Section 2.5(c));

     (L) twelfth , to pay interest due in respect of all Agent Advances, until paid in full (without duplication for amounts already paid with respect to such Interest Period pursuant to Section 2.5(c));

     (M) thirteenth , ratably to pay interest due in respect of the Advances (other than Agent Advances) and the Swing Loans, until paid in full (without duplication for amounts already paid with respect to such Interest Period pursuant to Section 2.5(c));

     (N) fourteenth , to pay the principal of all Agent Advances then due and owing;

     (O) fifteenth , to pay the principal of all Swing Loans then due and owing;

     (P) sixteenth , so long as no Event of Default has occurred and is continuing, and at Agent’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by Borrower or its Subsidiaries in respect of Bank Products (and not paid in accordance with the documents governing such Bank Products);

     (Q) seventeenth , so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances then due and owing;

     (R) eighteenth , if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances, until paid in full, and (ii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default, until Borrower’s and its Subsidiaries’ obligations in respect of Bank Products have been paid in full or the cash collateral amount has been exhausted;

     (S) nineteenth , to pay to the applicable Hedge Provider any other amounts payable to it under the applicable Hedge Agreement and not otherwise paid above;

     (T) twentieth , if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in amounts up to the amount determined by Agent in its Permitted Discretion as the

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amount necessary to secure Borrower and its Subsidiaries’ obligations in respect of Bank Product Providers);

     (U) twenty first , to pay Servicer any late fees, documentation fees or other similar charges collected in respect of any Contract; and

     (V) twenty second , to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Laws.

     (ii) Agent shall direct that amounts due to Agent or Lenders be wired to the Agent’s Account. Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments received in Agent’s Account shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.2(f) .

     (iii) In each instance, so long as no Default or Event of Default has occurred and is continuing, this Section 2.3(b) shall not apply to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement.

     (iv) For purposes of the foregoing, “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

     (v) In the event of a direct conflict between the priority provisions of this Section 2.3 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3 shall control and govern.

     2.4 Overadvances . If, at any time or for any reason, the amount of Obligations (other than Bank Product Obligations) owed by Borrower to the Lender Group pursuant to Section 2.1 is greater than any of the limitations set forth in Section 2.1 (an “ Overadvance ”), Borrower immediately shall pay to Agent, in cash, the amount of such excess, which amount shall be used

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by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.3(b) . In addition, Borrower hereby promises to pay the Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full as and when due and payable under the terms of this Agreement and the other Loan Documents. Notwithstanding the foregoing, so long as Borrower and its Affiliates are in compliance with each of Sections 7.18 , 7.19 and 7.20 hereof, Overadvances may be paid on the earlier of the next Payment Date or the date of the next Advance but in no event later than the fourth (4th) Business Day after the date that such Overadvance occurs.

     2.5 Interest and Fees: Rates, Payments, and Calculations .

     (a)  Interest Rates . All Obligations (except for Bank Product Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof during each calendar month at a rate per annum equal to the LIBOR Rate on the first day of such month plus the Applicable Margin, provided, however, that if at any time after the date of this Agreement,