LOAN AND SECURITY AGREEMENT

Exhibit 10.1

LOAN AND SECURITY AGREEMENT

by and among

MARLIN RECEIVABLES CORP.

as Borrower,

MARLIN LEASING CORPORATION

as Originator, Servicer and Guarantor,

MARLIN BUSINESS SERVICES CORP.

as Parent and Guarantor,

and

WELLS FARGO FOOTHILL, LLC

as Lender

Dated as of October 9, 2009

LOAN AND SECURITY AGREEMENT

                THIS LOAN AND SECURITY AGREEMENT (this “ Agreement ”), is entered into as of October 9, 2009, by and between WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company (“ Lender ”), MARLIN RECEIVABLES CORP. , a Nevada corporation (“ Borrower ”), MARLIN LEASING CORPORATION , a Delaware corporation (“ Originator ” or “ Servicer ”), and MARLIN BUSINESS SERVICES CORP. , a Pennsylvania corporation (“ Parent ”).

               The parties 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, payment intangible 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.

               “ Additional Documents ” has the meaning set forth in Section 4.5(c) .

               “ Advance ” and “ Advances ” have the respective meanings set forth in Section 2.1(a) .

               “ Advance Request ” means a written request for an Advance substantially in the form of Exhibit A-1 attached hereto.

               “ 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 and Section 7.13 hereof: (a) any Person which 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 partnership, membership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed an Affiliate of such Person.

               “ 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 four percent (4.00%) per annum.

               “ Applicable Prepayment Premium ” has the meaning set forth in the Fee Letter.

               “ Approved Forms ” means the forms of lease application, lease agreements, guaranties, landlord/mortgage waiver and consent and related documents used by Borrower or Originator (in the case of Lease Documents to be transferred to Borrower) in the conduct of its business with lessees and substantially similar in scope and content and otherwise no less restrictive than the forms attached as an exhibit to the Closing Certificate, which forms shall be in form and substance satisfactory to Lender, together with such changes and modifications or additions thereto from time to time as are made, with the prior written consent of Lender, in the case of material changes, modifications or additions that adversely affect the rights of Borrower or Servicer or Borrower’s or Servicer’s ability to realize on Borrower Leases and related Collateral.

               “ Asset-Backed Facility ” means any or all of the Series 2002-A Facility, the Series 2005-1 Facility, the Series 2006-1 Facility, the Series 2007-1 Facility, or any other asset-backed financing or securitization facility entered into by Parent, Originator or any of their Subsidiaries (other than Borrower) with respect to the sale or financing of Leases.

               “ Asset-Backed Facility Documents ” means, collectively, the material operative documents evidencing, governing or executed in connection with an Asset-Backed Facility.

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

               “ Authorized Person ” means any Executive Officer or other officer or employee of a Loan Party identified in Schedule 1.1 attached hereto, as amended, from time to time, in a written notice from an Executive Officer to Lender.

               “ 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 sublimits and reserves then applicable hereunder).

               “ Backup Servicer ” means Wells Fargo, its successors and permitted assigns, in the capacity of servicer under a Backup Servicing Agreement.

               “ Backup Servicing Agreement ” means a backup servicing agreement between Backup Servicer and Borrower, in form and substance satisfactory to Lender.

               “ Backup Servicing Fees ” means, so long as any replacement servicing agreement, including the Backup Servicing Agreement, is in effect, the monthly fee payable to the back-up servicer named therein.

               “ Bank Product ” means any financial accommodation extended to Borrower 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 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 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 is obligated to reimburse to Lender as a result of Lender’s 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.

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

               “ Bank Product Reserve ” means, as of any date of determination, the lesser of (a) $3,000,000 and (b) the amount of reserves, if any, that Lender has established (based upon the Bank Product Providers’ reasonable determination of the credit exposure of Borrower 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 LIBOR Rate ” means, for a calendar month, the greater of (a) the rate per annum, determined by Lender in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar deposits (for delivery on the first day of such calendar month or, if such day is not a Business Day, on the preceding Business Day) in the amount of $1,000,000 are offered to major banks in the London interbank market on or about 11:00 a.m. (London time) two (2) Business Days prior to the first day of such calendar month, for a term of three (3) months, which determination shall be conclusive in the absence of manifest error, and (b) one and one-half percent (1.50%) per annum.

               “ Base Rate ” means the greatest of (a) 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, (b) the sum of (i) the Federal Funds Rate, as in effect from time to time, plus (ii) one-half of one percent (0.50%) and (c) one and one-half percent (1.50%) per annum.

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

               “ Board of Directors ” means the board of directors (or comparable managers or managing members) of a Person or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers or managing members).

               “ 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 Interest Coverage Ratio ” means, as of any date of determination and for the applicable period, the ratio of (a) EBITDA to (b) Interest Expense, in each case as determined on a consolidated basis for Borrower and its Subsidiaries.

               “ Borrower Lease ” means, as of any date of determination, each Lease with respect to which Borrower is the lessor as of such date.

               “ Borrower Portfolio ” means (i) for purposes of Section 7.17(d) , as of any date of determination, all Leases that were Borrower Leases at such date of determination, (ii) for purposes of Section 7.17(e) , for any twelve-month period of determination, all Leases that were Borrower Leases at any time during such period, and (iii) for purposes of Section 7.17(f) , for any origination period, all Borrower Leases originated or acquired by Borrower during such origination period, whether or not constituting Borrower Leases or otherwise owned by Borrower as of the applicable date of the calculation of the Static Loss Pool Ratio.

               “ Borrower Senior Leverage Ratio ” means, as of any date of determination, the ratio of (a) the sum of (i) the outstanding amount of all Indebtedness, minus (ii) all Subordinated Debt, to (b) Tangible Net Worth (as calculated to exclude any non-cash gains and losses, with respect to any asset or liability arising out of Hedge Agreements, otherwise included in the calculation thereof) as of such date, in each case as determined on a consolidated basis for Borrower and its Subsidiaries.

               “ Borrowing ” means a borrowing hereunder consisting of Advances.

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

               (a) 80% times the Net Investment in Eligible Leases, minus

               (b) the sum of (i) the Bank Product Reserve, if any, and (ii) the aggregate amount of reserves, if any, established by Lender under Section 2.1(b) .

               “ Borrowing Base Certificate ” means a certificate executed by an Authorized Person used to determine the Borrowing Base substantially in the form of Exhibit B-1 or as otherwise modified from time to time by agreement of Lender and Borrower. Solely for purposes of calculating Availability under any Borrowing Base Certificate delivered as of the date of any requested Advance in accordance with Section 6.2(b) (other than any Advance to be made on a Payment Date after the application of amounts on deposit in the Collection Account in accordance with Section 2.3(b) ), Borrower shall be permitted to subtract from the outstanding balance of Advances reflected in such Borrowing Base Certificate the amount, as determined by Borrower consistent with the “waterfall” set forth in Section 2.3(b)(i) but subject to confirmation by Lender, of funds on deposit in the Collection Account that will be applied to outstanding Advances in accordance with Section 2.3(b)(i)(L) on the next occurring Payment Date.

               “ 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 California, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

               “ Capitalization Event ” means any event whereby the De Novo Period has expired or MBB is otherwise permitted by all applicable Governmental Authorities to increase its capitalization, in either case so as to allow MBB to increase its assets in excess of the limits currently applicable to MBB.

               “ Capitalization Event Distributions ” means one or more distributions or dividends by Servicer to Parent, following the occurrence of a Capitalization Event.

               “ 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 $250,000,000, (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 or mutual funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (e) above.

               “ Cash Management Bank ” has the meaning set forth in Section 2.6(a) .

               “ Certificate of Title ” means, with respect to any Leased Equipment subject to a certificate of title act or statute, the certificate of title or equivalent document issued by the jurisdiction in which such Leased Equipment is located, evidencing ownership thereof and the holder(s) of a Lien therein.

               “ Change of Control ” means that (a) Parent ceases to own and control 100% of the outstanding Stock of Originator, (b) Originator ceases to own and control 100% of the outstanding Stock of Borrower, (c) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), 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 Parent having the right to vote for the election of members of its Board of Directors, (d) a majority of the members of the Board of Directors of any Loan Party do not constitute Continuing Directors.

               “ 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 delivered by an Executive Officer to Lender on or before the Closing Date, substantially in the form provided by Lender.

               “ Closing Date ” means the date of this Agreement.

               “ Closing Date Business Plan ” means the set of Projections of Borrower (on a consolidating basis) and Originator (on a consolidated basis) for the period commencing on June 30, 2009 and ending on December 31, 2011 (on a month-by-month basis through December 31, 2010, and an annual basis thereafter), in form and substance (including as to scope and underlying assumptions) satisfactory to Lender and attached as an exhibit to the Closing Certificate, which Projections shall include forecasted balance sheets and profit and loss statements, together with appropriate supporting details and a statement of underlying assumptions.

               “ Code ” means the Uniform Commercial Code, as in effect in the State of New York from time to time; 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 Lender’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 in and to all property and assets, including without limitation, each of the following:

               (a) Accounts,

               (b) Books,

               (c) commercial tort claims described on Schedule 5.7(d) ,

               (d) Deposit Accounts (including the Lockbox Account),

               (e) Equipment,

               (f) General Intangibles,

               (g) Inventory,

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

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

               (j) Supporting Obligations,

               (k) Borrower’s rights under, including the right to enforce, the Purchase and Contribution Agreement, the Servicing Agreement, the Backup Servicing 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 Lender, and

               (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 agreement from the applicable lessor of any leased location that is or will be Borrower’s chief executive office or at which Borrower’s primary records with respect to the Borrower Leases are or will be maintained, in each case in form and substance satisfactory to Lender.

               “ Collection Account ” means the account established by and in the name of Borrower at the Collection Account Bank bearing account number 23731400, the terms and conditions of which are satisfactory to Lender, and subject to the Collection Account Control Agreement.

               “ Collection Account Bank ” means Wells Fargo or such other bank as is approved in advance by Lender and that enters into a Collection Account Control Agreement in favor of Lender.

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

               “ Collection Costs ” means, with respect to any Defaulted Lease 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 Lease.

               “ 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, tax refunds, payments and prepayments of principal, interest, fees, penalties, payments under policies of title, hazard or other insurance, payments under supporting obligations and other payments paid with respect to or in connection with a Lease) paid or payable with respect to Borrower Leases and other Collateral, including all payments received by or on behalf of Borrower pursuant to any Hedge Agreement.

               “ Commercial Lease ” means a Lease providing for the lease of Equipment (including any computer programs and related General Intangibles) that is not for the personal, family or household purposes of the Account Debtor thereon.

               “ Commercial Tort Claim Assignment ” has the meaning set forth in Section 4.5(b) .

               “ Compliance Certificate ” means a certificate substantially in the form of Exhibit C-1 executed and delivered by an Executive Officer of Borrower and Servicer to Lender.

               “ Continuing Director ” means, in the case of any Loan Party, (a) any member of the Board of Directors who was a director (or comparable manager) of such Loan Party on the Closing Date, and (b) any individual who becomes a member of the Board of Directors of such Loan Party after the Closing Date if such individual was appointed or nominated for election to such Board of Directors by a majority of the Continuing Directors of such Loan Party, but excluding any such individual originally proposed for election in opposition to such Board of Directors in office at the Closing Date in an actual or threatened election contest relating to the election of the directors (or comparable managers) of such Loan Party and whose initial assumption of office resulted from such contest or the settlement thereof.

               “ Contract Balance Remaining ” means, in the case of any Lease and as of any date of determination, the undiscounted unpaid amount of the total minimum lease payments owing on such Lease.

               “ Contract Data Tape ” means an electronic file containing data regarding each of the Borrower Leases, including but not limited to (i) the information with respect to each Borrower Lease 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 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 Lender in its Permitted Discretion.

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

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

               “ Control Agreement ” means a control agreement, in form and substance reasonably satisfactory to Lender, executed and delivered by Borrower, Lender, 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 Agreement ” means that certain Custodial Agreement, dated as of the date hereof, by and among Borrower, Custodian, and Lender, as amended from time to time, whereby Custodian agrees to act as custodian and bailee for the Lender and hold the Originals of the Borrower Leases, Notes, Lease Documents and related Chattel Paper.

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

               “ Custodian ” means Wells Fargo, in its capacity as a custodian under a Custodial Agreement, and its successors and permitted assigns.

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

               “ 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.

               “ 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 Lease ” means, on any date of determination, a Lease with respect to which (a) one or more scheduled payments is more than 10% unpaid for more than 120 days (measured as of the 20 ^th calendar day of the month) past the date such payment became due and payable according to the original terms of such Lease or, if applicable, as amended in accordance with the Required Procedures, (b) such Lease or any scheduled payment on such Lease shall have been charged or written off at any time during the twelve-month period ended on such date of determination, or (c) any proceeding has been commenced to repossess, foreclose or otherwise realize upon any of the Leased Equipment covered by such Lease as of such date of determination.

               “ Delinquent Lease ” means a Lease, other than a Defaulted Lease, with respect to which one or more scheduled payments is more than 10% unpaid for more than 60 days past the date such payment became due and payable according to the original terms of such Lease or, if applicable, as amended in accordance with the Required Procedures.

               “ De Novo Period ” means the period during which MBB is authorized to operate with certain asset growth restrictions, which period is currently scheduled to end on March 11, 2011

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

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

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

               “ Disbursement Letter ” means an instructional letter executed and delivered by Borrower to Lender regarding the disbursements of the proceeds of an Advance on a Funding Date, the form and substance of which is satisfactory to Lender.

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

               “ EBITDA ” means, with respect to any fiscal period for any Person, such Person’s Net Income, plus Interest Expense, income taxes, non-cash compensation, and depreciation and amortization, as determined on a consolidated basis in accordance with GAAP.

               “ Eligible Lease ” means a Commercial Lease (that is also a Borrower 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 below; provided , however , that such criteria may be revised from time to time by Lender in Lender’s Permitted Discretion. Eligible Leases shall not include the following:

               (a) each Lease that is not a Commercial Lease originated by Originator in the ordinary course of its leasing business and acquired by Borrower in accordance with the terms of the Purchase and Contribution Agreement,

               (b) each Lease that fails to conform to the Required Procedures in effect on the date of origination thereof or that is not evidenced by authenticated (as such term is defined in the Code) Approved Forms,

               (c) each Lease with respect to which Borrower does not have a first priority security interest in the Equipment subject to such Lease and all books and records relating thereto that has been duly perfected through the filing of an appropriate financing statement against the applicable Account Debtor if Borrower’s original net investment (inclusive of residual value) in such Lease is greater than $25,000,

               (d) each Lease that is not payable in Dollars, or with respect to which the Equipment subject to the Lease is not located in the United States,

               (e) (i) each Lease with respect to which the Account Debtor does not maintain its chief executive office in the United States, (ii) each Lease with respect to which the Account Debtor is not organized under the laws of the United States or any state thereof and (iii) each Lease with respect to which the Account Debtor is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision of such a foreign country or sovereign state, or of

any department, agency, public corporation, or other instrumentality of such a foreign country or sovereign state,

               (e) each Lease that does not constitute freely transferable Chattel Paper,

               (f) each Lease that is not a “finance lease,” as such term is defined in the Code,

               (g) each Lease that is not accounted for as a direct finance lease or that does not evidence a triple-net, full pay-out (meaning that the cost of the leased Equipment is fully covered by scheduled lease payments without inclusion of any end-of-term purchase option payment), non-cancelable obligation of the Account Debtor with respect thereto, with no contingencies,

               (h) each Lease that is extended, modified, restated or amended at any time other than in accordance with the Required Procedures,

               (i) each Lease that does not comply in all respects with all Applicable Laws, including, without limitation, federal, state and local laws and regulations, including usury, securities laws, equipment leasing and credit disclosure laws and regulations,

               (j) each Lease with respect to which any contractually required payment is past due more than 60 days at the time such Lease becomes part of the Collateral pool or 90 days at any time thereafter,

               (k) each Lease that has an original term greater than 72 months,

               (l) at any time that the weighted average term (at origination) of all Leases not excluded by other items in this definition exceeds 48 months, each Lease with a initial term of more than 48 months selected by Lender, in its Permitted Discretion, until the weighted average term (at origination) of all Leases not excluded by other items in this definition equals or is less than 48 months,

               (m) each Lease with respect to which the first contractually required payment is not made within 60 days of the due date thereof,

               (n) each Lease with respect to which Lender has not received the acknowledgment of the Custodian in writing that the Custodian is holding for the benefit of Lender, as collateral for the Obligations, (i) the Original of the completed agreement and all modifications thereof, evidencing such Lease, executed by the Account Debtor thereof providing for payment of lease payments to Borrower, (ii) an assignment of such Lease executed by Borrower in favor of Lender, (iii) if the property that is the subject of such Lease is subject to any Certificate of Title Act, the original Certificate of Title for the Equipment subject to such Lease, or, if a new or replacement title document is being sought, evidence of the filing of the application therefor, or certificate of lien or other notification issued by the applicable Governmental Authority, which shows Borrower as the holder of a first priority security interest in such Equipment and Borrower or the applicable Account Debtor as the owner of such Equipment, (iv) the appropriate executed assignment documents for endorsing such first priority security interest to Lender or in blank, and (v) the Original guaranty, if any, executed in connection with such Lease,

               (o) each Irregular Lease, except to the extent not excluded by item (ff) below,

               (p) each Lease to the extent the Net Investment therein exceeds $150,000, unless specifically determined to be an Eligible Lease by Lender following a review thereof, on a case-by-case basis,

               (q) at any time that the average Net Investment of all Leases not excluded by other items in this definition exceeds $12,000, each Lease with a Net Investment in excess of $12,000 selected by Lender, in its Permitted Discretion, until the average Net Investment of all Leases not excluded by other items in this definition is equal to or less than $12,000,

               (r) each Lease with respect to which the Account Debtor or a guarantor of such Lease is an Affiliate of Borrower or controlled by 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,

               (s) each Lease 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, or any municipality or other political subdivision thereof, or of any department, agency, public corporation or other instrumentality thereof, except for Leases with respect to which the Account Debtor is a municipality that are not excluded by item (mm) below,

               (t) each Lease with respect to which the Account Debtor is a creditor of any Loan Party, has a right of setoff or counterclaim, or has asserted a right of setoff or counterclaim, or has disputed in writing its obligation to pay all or any portion of the Lease, to the extent of such claim, right of setoff, or dispute,

               (u) each Lease with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,

               (v) each Lease with respect to which the Account Debtor is located in a state or jurisdiction (e.g., New Jersey, Minnesota, 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 cost or penalty viewed by Lender to be significant in amount, and such later qualification cures any access to such courts to enforce payment of such Account,

               (w) each Lease, the collection of which, Borrower or Lender, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,

               (x) each Lease that is not subject to a valid and perfected first-priority Lender’s Lien,

               (y) each Lease with respect to which a participating interest therein is held by or has been transferred or assigned to any Person,

               (z) each Lease to the extent that it covers property located in a jurisdiction where Borrower or Originator is required to hold a valid permit or license to conduct its leasing business, unless Lender has received satisfactory evidence of the issuance of such permit or license,

               (aa) each Lease of Equipment that was previously repossessed by Borrower or Originator, unless this item (aa) is waived with the consent of the Lender following a review of such Lease and related credit analysis of its Account Debtor,

               (bb) each Lease to the extent, and only to the extent, that the Net Investment therein and any other material information relating thereto as reported by Borrower to Lender is not true and correct,

               (cc) any Repurchased Lease (other than those approved by Lender for inclusion as Eligible Leases in the Borrowing Base Certificate delivered on the Closing Date), except to the extent not excluded by item (nn) below.

               On each date of determination of the Net Investment of Eligible Leases, after determining a preliminary aggregate Net Investment of Eligible Leases by applying the foregoing exclusions (the “ Preliminary Total Eligible Leases ”), each of the following clauses shall be applied, using the Preliminary Total Eligible Leases to determine ineligible portions, if any, and thus determine the final aggregate Net Investment of Eligible Leases on the date of determination. Eligible Leases shall not include the following (unless specifically determined to be an Eligible Lease by Lender following a review thereof on a case-by-case basis, to the extent of such eligibility):

               (dd) that portion of the Net Investment in each Lease that is extended, modified, restated or amended at any time which, when added to the Net Investment in all other Leases that have been extended, modified, restated or amended at any time and that are not excluded by other items of this definition and not excluded by this item (dd) , exceeds three percent (3%) of the Preliminary Total Eligible Leases,

               (ee) that portion of the Net Investment in each Lease that has an original term greater than 60 months, but not greater than 72 months, which, when added to the Net Investment in all other such Leases that are not excluded by other items of this definition and not excluded by this item (ee) , exceeds three percent (3%) of the Preliminary Total Eligible Leases,

               (ff) all Irregular Leases, other than that portion of the Net Investment in each Irregular Lease that provides for quarterly lease payments which, when added to the Net Investment in all other such Irregular Leases not excluded by other items of this definition and not excluded by this item (ff) , does not exceed three percent (3%) of the Preliminary Total Eligible Leases,

               (gg) that portion of the Net Investment in each Lease with a Net Investment in excess of (i) $35,000 which, when added to the Net Investment in all other such Leases not excluded by other items of this definition and not excluded by this clause (i) , exceeds twenty-five percent (25%) of the Preliminary Total Eligible Leases, (ii) $50,000 which, when added to the Net Investment in all other such Leases not excluded by other items of this definition and not excluded by this clause (ii) , exceeds ten percent (10%) of the Preliminary Total Eligible Leases, or (iii) $100,000, but not in excess of $150,000 which, when added to the Net Investment in all other such Leases not excluded by other items of this definition and not excluded by this clause (iii) , exceeds two percent (2%) of the Preliminary Total Eligible Leases,

               (hh) that portion of the Net Investment in each Lease of an Account Debtor to the extent that the Net Investment therein, when added to the Net Investment in all other Leases of such Account Debtor and its Affiliates that are not excluded by other items of this definition and not excluded by this item (hh) , exceeds three-quarters of one percent (0.75%) of the Preliminary Total Eligible Leases,

               (ii) after ranking each Account Debtor by the aggregate Net Investment in all Leases of such Account Debtor and its Affiliates, that portion of the aggregate Net Investment in all such Leases with respect to an Account Debtor which is one of the fifteen (15) highest ranking Account Debtors, which, when added to the aggregate Net Investment in all Leases of such fifteen (15) Account Debtors

and their Affiliates that are not excluded by other items of this definition and not excluded by this item (jj) , exceeds five percent (5%) of the Preliminary Total Eligible Leases,

               (jj) (i) that portion of the aggregate Net Investment in all Leases covering property located in California not excluded by other items of this definition which exceeds thirteen percent (13%) of the Preliminary Total Eligible Leases, (ii) that portion of the aggregate Net Investment in all Leases covering property located in Florida, New Jersey, New York or Texas not excluded by other items of this definition which exceeds, in the case of property located in any such state, ten percent (10%) of the Preliminary Total Eligible Leases, and (iii) that portion of the aggregate Net Investment in all Leases covering property located in any other state or the District of Columbia not excluded by other items of this definition which exceeds, in the case of property located in any such state or District, six percent (6%) of the Preliminary Total Eligible Leases,

               (kk) that portion of the aggregate Net Investment in all Leases covering property sold by the same vendor or its Affiliates not excluded by other items of this definition which exceeds five percent (5%) of the Preliminary Total Eligible Leases,

               (ll) (i) that portion of the aggregate Net Investment in all Leases covering property that is included in an Equipment Type other than copiers, not excluded by other items of this definition, which exceeds ten percent (10%) of the Preliminary Total Eligible Leases, and (ii) that portion of the aggregate Net Investment in all Leases covering property that is included in the Equipment Type of copiers, not excluded by other items of this definition, which exceeds thirty percent (30%) of the Preliminary Total Eligible Leases,

               (mm) that portion of the aggregate Net Investment in all Leases with respect to which the Account Debtor is a municipality not excluded by other items of this definition which exceeds five percent (5%) of the Preliminary Total Eligible Leases,

               (nn) all Repurchased Leases (other than those approved by Lender for inclusion as Eligible Leases in the Borrowing Base Certificate delivered on the Closing Date), other than that portion of the Net Investment in such Repurchased Leases which, when added to the Net Investment in all such other Repurchased Leases not excluded by other items of this definition and not excluded by this item (nn) , does not exceed five percent (5%) of the Preliminary Total Eligible Leases, and

               (oo) that portion of the aggregate Net Investment in all Leases with respect to which the first contractually required payment is made during the period from the 31 ^st through the 60 ^th day after the due date thereof, not excluded by other items of this definition, which exceeds ten percent (10%) of the Preliminary Total Eligible Leases.

Without limiting the foregoing, Lender 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 to establish reserves against valuation hereunder.

               “ Eligible Transferee ” means, (a) so long as no Event of Default has occurred and is continuing, any Person that is not engaged in the regular course of its business in direct competition with Originator’s principal business and which is (i) 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, (ii) 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, (iii) a finance company, insurance 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, (iv) any Affiliate (other than individuals) of Lender, or (v) another Person approved by Borrower (which approval of Borrower shall not be unreasonably withheld, delayed, or conditioned), and (b) during the continuation of an Event of Default, any Person approved by Lender.

               “ 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 any Loan Party, 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 any Loan Party, 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 any Loan Party 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 inventory held for lease or subject to any Lease, and includes machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including motor vehicles), computer hardware, tools, parts, and goods (other than consumer goods, farm products, or Inventory), wherever located, including all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing.

               “ Equipment Type ” means, with respect to any Leased Equipment, any category of equipment financed by Borrower or Originator in the ordinary course of business.

               “ 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 any Loan Party 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 any Loan Party 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 any Loan Party 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 any Loan Party or any of its Subsidiaries and whose employees are aggregated with the employees of any Loan Party 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: Daniel P. Dyer, George D. Pelose, and Lynne Wilson.

               “ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Wells Fargo from three Federal Funds brokers of recognized standing selected by Wells Fargo.

               “ Fee Letter ” means that certain fee letter, dated as of even date herewith, between Borrower and Lender, in form and substance satisfactory to Lender.

               “ FEIN ” means a Federal Employer Identification Number.

               “ Filing Authorization Letter ” means one or more letters duly executed by Borrower and each Seller authorizing Lender to file appropriate financing statements in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the security interests to be created by the Loan Documents.

               “ Fixtures ” means fixtures, as such term is defined in the Code.

               “ 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 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, Chattel Paper, commercial tort claims, Deposit Accounts, goods, Investment Property, and Negotiable Collateral.

               “ Governing Documents ” means, with respect to any Person, the certificate or articles of incorporation, formation or organization, bylaws, operating or limited liability company agreement, partnership agreement or other organizational documents of such Person, as applicable.

               “ 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.

               “ Guarantors ” means, collectively, (a) Parent, (b) Originator, and (c) each other Person that executes a Guaranty after the Closing Date, and “ Guarantor ” means Parent or any such Person, individually.

               “ Guaranty ” means any guaranty executed and delivered by Parent, Originator or any other Guarantor to Lender in connection with this Agreement, in form and substance satisfactory to Lender.

               “ 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 any Person that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging such Person’s exposure to fluctuations in interest rates.

               “ Indebtedness ” of a Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, interest rate swaps, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person 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), (f) all mark to market exposure and other net monetary obligations of such Person owing under Hedge Agreements, and (g) 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 (a) through (f) above.

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

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

               “ 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.

               “ Interest Expense ” means, with respect to any fiscal period, gross interest expense of a Person and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

               “ Interest Payment Date ” means, (i) absent an Event of Default, the first (1 ^st ) 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 Lender for the application and disbursement of Collections and other proceeds of the Collateral to the payment of interest and fees accrued under this Agreement.

               “ 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) (a) in the form of loans, guarantees, advances, or capital contributions (excluding (i) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (ii) bona fide Accounts arising in the ordinary course of business consistent with past practice), (b) in the form of 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 (c) 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.

               “ Irregular Lease ” shall mean a Lease that does not provide for regularly scheduled equal monthly payments in cash or that has other irregular payment terms, such as deferral of any payments or reduced payments for any period.

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

               “ Lease Documents ” means all (i) leases or other agreements between an Account Debtor and Servicer or Borrower, providing for or otherwise governing a Borrower Lease and evidencing, or otherwise providing for, such Account Debtor’s obligation to repay same, together with each renewal, extension, modification or amendment thereof, and (ii) all security agreements, pledge agreements,

assignments and other agreements executed by an Account Debtor or other third party providing for or evidencing any Lien in any property securing a Borrower Lease, and any agreements, instruments and documents executed by any Person in respect of a supporting obligation in connection with any Collateral, and any warranty of validity or other agreement providing for or evidencing assurance with respect to the existence, authenticity or genuineness of any property subject to or securing a Borrower Lease.

               “ Leased Equipment ” means any property securing payment of, or any property that is subject to, a Borrower Lease.

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

               “ Lender Expenses ” means all reasonable (a) costs or expenses (including taxes, and insurance premiums) required to be paid by any Loan Party under any of the Loan Documents that are paid, advanced, or incurred by Lender, (b) out-of-pocket fees or charges paid or incurred by Lender in connection with Lender’s transactions under or in connection with the Loan Documents with any Loan Party, Backup Servicer, Custodian, and any replacement servicer or any custodian, 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, or publication, (c) fees and charges paid or incurred by Lender in connection with appraisals and collateral valuations (including initial and subsequent periodic collateral appraisals or valuations or business valuations to the extent of the fees and charges therefor (and up to the amount of any limitation contained in this Agreement or the Fee Letter)), (d) costs and expenses incurred by Lender in the disbursement of funds to or for the account of Borrower (by wire transfer or otherwise) and charges paid or incurred by Lender resulting from the dishonor of checks, (e) costs and expenses paid or incurred by Lender 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, or of traveling to any Loan Party’s offices to inspect or otherwise monitor Borrower’s operations and any Collateral, (f) audit fees and expenses of Lender 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 or the Fee Letter, (g) costs and expenses of third-party claims or any other suit paid or incurred by Lender in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or Lender’s relationship with any Loan Party, Backup Servicer, Custodian, any replacement servicer or any custodian, (h) Lender’s costs and expenses incurred on or prior to the Closing Date in connection with the proposed credit facility to be evidenced by this Agreement, including, without limitation, costs and expenses incurred by auditors’ verification of Borrower’s and Servicer’s records, background investigations of principals and key management, UCC searches and filings and preparation of documents, (i) Lender’s documented third-party out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in advising, structuring, drafting, reviewing, administering, syndicating or amending the Loan Documents, (j) Lender’s 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 any Loan Party or its Subsidiaries or any Guarantor, Backup Servicer, Custodian, replacement servicer or custodian 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 and (k) any fees or expenses reasonably incurred by Lender in connection with any replacement servicing agreement or custodial agreement, any other agreement that Lender enters into with Backup Servicer, Custodian, any

replacement servicer or custodian, or otherwise in connection with servicing or holding any of the Collateral.

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

               “ Lender’s Account ” means the deposit account identified on Schedule L-1 .

               “ Lender’s Liens ” means the Liens granted by Borrower and its Subsidiaries or any other Person to Lender under this Agreement or the other Loan Documents.

               “ LIBOR Rate ” means, for each calendar month, for each LIBOR Rate Loan, the rate per annum determined by Lender (rounded upwards, if necessary, to the next 1/100%) by dividing (i) the Base LIBOR Rate for such calendar month, by (ii) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

               “ 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, deed to secure debt, encumbrance, notice of lien, levy or assessment, 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 Backup Servicing Agreement, the Bank Product Agreements, the Closing Certificate, the Collection Account Control Agreement, the Lockbox Control Agreement, any other Control Agreement, the Custodial Agreement, each Disbursement Letter, the Fee Letter, the Officers’ Certificate, the Purchase and Contribution Agreement, each Purchase Date Notice, the Servicing Agreement, any Subordination Agreement, the Pledge Agreement, each Guaranty, any note or notes executed by Borrower in connection with this Agreement and payable to Lender, and any other agreement entered into, now or in the future, by, on the one hand, the Lender, and, on the other hand, any Obligor or any of its Subsidiaries, and/or any custodian in connection with this Agreement.

               “ Loan Parties ” means, collectively, Borrower and each Guarantor (in the capacity of guarantor as well as in the capacity of Originator and Servicer, as applicable), and “ Loan Party ” means each such Person individually.

               “ Lockbox ” means the post office box to which all Collections are remitted for retrieval by the Lockbox Bank for deposit into the Lockbox Account.

               “ Lockbox Account ” means the deposit account (account number 4121966675 at the Lockbox Bank) in the name of Borrower and under the sole dominion and control of Lender.

               “ Lockbox Bank ” means Wells Fargo, in its role as the bank maintaining the Lockbox, and its successors in interest.

               “ Lockbox Control Agreement ” means the Control Agreement among Borrower, Lender and the Lockbox Bank that governs the Lockbox and the Lockbox Account.

               “ Managed Portfolio ” means (i) for purposes of Section 7.19(a) , as of any date of determination, all Leases owned by any Loan Party or any of their Subsidiaries on such date and that are serviced by Servicer or any Affiliate of Servicer, (ii) for purposes of Section 7.19(b) , for any twelve- month period of determination, all Leases owned by any Loan Party or any of their Subsidiaries at any time during such period and that are serviced by Servicer or any Affiliate of Servicer, and (iii) for purposes of Section 7.19(c) , for any origination period, all Leases originated or acquired by any Loan Party or any of their Subsidiaries during such origination period and that are serviced by Servicer or any Affiliate of Servicer, whether or not constituting Leases or otherwise owned by any Loan Party or any of their Subsidiaries as of the applicable date of the calculation of the Static Loss Pool Ratio.

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

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

               “ Maximum Revolver Amount ” means $75,000,000.

               “ MBB ” means Marlin Business Bank, a commercial bank chartered in the State of Utah.

               “ MLR II ” means Marlin Leasing Receivables II LLC, a Nevada limited liability company.

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

               “ 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, in the case of any Person, the net income of such Person determined on a consolidated basis in accordance with GAAP; provided , however, that Net Income for any period shall not include: (a) the write-up of any asset; (b) with respect to Hedge Agreements entered into by Originator prior to the Closing Date to hedge the 2008 and 2009 term securitization facilities that were contemplated but did not occur, (i) the write-up or write-down of any asset or liability arising out of such Hedge Agreements, (ii) the reclassification from accumulated other comprehensive income with respect to any asset or liability arising out of such Hedge Agreements, or (iii) the accounting gain (or loss) on termination with respect to any asset or liability arising out of such Hedge Agreements, to the extent such Person has cash available that is adequate to pay when due any such accrued liability described in clauses (i) through (iii) above; or (c) with respect to Hedge Agreements entered into by Borrower after the Closing Date to hedge its exposure to fluctuations in interest rates, the write-up or write-down of any asset or liability arising out of such Hedge Agreements.

               “ Net Investment ” in or with respect to a Lease means (i) the undiscounted 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 2.0% of the original equipment cost of the Equipment subject to such Lease, as amortized in accordance with GAAP, minus (iii) unearned income included in such lease payments, minus (iv) taxes, insurance and maintenance payments included in such lease payments and any profit thereon, minus (v) booked residual value or residual payments payable at the end of the lease term of such Lease, to the extent included in such Net Investment calculation, and minus (vi) any and all security deposits and advance payments made in connection with such Lease.

               “ Note ” means a promissory note which evidences any indebtedness of an Account Debtor to Borrower (whether as assignee of Originator or otherwise).

               “ Obligations ” means (a) all loans, Advances, debts, principal, interest (including any interest that, but for the commencement of an Insolvency Proceeding, would have accrued, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), 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 Fee Letter), charges, costs, Lender Expenses (including any fees or expenses that, but for the commencement of an Insolvency Proceeding, would have accrued, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), lease payments, guaranties, covenants, and duties of any kind and description owing by Borrower or any of its Subsidiaries to Lender 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 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.

               “ Obligors ” means, collectively, Loan Parties and any other Person that may now or hereafter be obligated to Lender with respect to any of the Obligations, and “ Obligor ” means each such Person individually.

               “ OFAC ” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

               “ Officers’ Certificate ” means the form of certificate of representations and warranties of officers, submitted by Lender to Originator, together with Originator’s completed responses to the inquiries set forth therein, the form and substance of such responses to be satisfactory to Lender.

               “ Original ” means, in the case of any Borrower Lease, Note, Lease Document or Chattel Paper, the executed original counterpart of such Borrower Lease, Note, Lease Document or Chattel Paper bearing the original signature of Originator and the original signature of the applicable Account Debtor (or, if no original signature of the Account Debtor is received by Borrower, a pdf or facsimile copy of the signature of the Account Debtor).

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

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

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

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

               “ Payment Date ” means (i) absent an Event of Default, the fifteenth (15 ^th ) day of each calendar 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 Lender 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 November 15, 2009.

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

               “ 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 Disposition ” means (a) a sale or other disposition of Equipment that is substantially worn, damaged, or obsolete in the ordinary course of business, (b) a sale of Inventory (including repossessed Leased Equipment) to a buyer in the ordinary course of business, (c) 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, (d) sales or exchanges of Leases to Originator or to Servicer in connection with a repurchase or substitution transaction that is otherwise required or permitted under Section 4.11 , the Purchase and Contribution Agreement or the Servicing Agreement so long as (i) Originator or Servicer, as applicable, has deposited the Repurchase Price in the Lockbox Account or assigned substitute Leases 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, or (e) the sale of a Lease to any Person so long as (i) such sale is without recourse to Borrower, and (ii) in the case of any sale by Borrower, such sale is for a cash purchase price of not less than the Net Investment in such Lease and the proceeds of such sale are paid to the Lender for application to the outstanding Obligations in accordance with the provisions hereof.

               “ 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, and (e) Investments in Borrower Leases in the ordinary course of business.

               “ Permitted Liens ” means (a) Liens held by Lender, (b) Liens for unpaid taxes, assessments, levies and other similar 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) Liens resulting from any judgment or award that is not an Event of Default hereunder, and (e) the rights of an Account Debtor under its Lease.

               “ Permitted Protest ” means the right of any Loan Party 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 the applicable Loan Party or Subsidiary, as applicable, in good faith, and (c) Lender is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Lender’s Liens.

               “ 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.

               “ Pledge Agreement ” means the pledge agreement whereby Originator pledges to Lender all of the Stock in Borrower, in form and substance satisfactory to Lender.

               “ Projections ” means a Person’s forecasted balance sheets and profit and loss 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.

               “ 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 Sellers and Borrower.

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

               “ 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 becomes a Defaulted Lease and with respect to such Defaulted Lease, all payments that the Servicer received from or on behalf of an Account Debtor during such Collection Period in respect of such Defaulted Lease, 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.

               “ Reporting Date ” means the tenth (10 ^th ) day of each month or, if such day is not a Business Day, the next succeeding Business Day.

               “ Repurchase Price ” means, in the case of any Lease as of any Repurchase Date (as defined in the Purchase and Contribution Agreement), 100% of (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, to the extent included in the Net Investment calculation, plus (iv) any and all security deposits and advance payments made in connection with such Lease.

               “ Repurchased Lease ” means a lease and related assets that have been acquired by Borrower from a Securitization Subsidiary, whether such repurchase or other acquisition shall result from payment of the applicable repurchase price, a substitution or a combination thereof.

               “ Request for Release ” means a request for release of any Borrower Lease substantially in the form attached as an exhibit to the Custodial Agreement.

               “ Required Procedures ” means the written policies, procedures and guidelines of Originator, specifically including underwriting, servicing policies and procedures, and renewal, extension, modification, non-accrual and charge-off policies and the use of the Approved Forms with respect to the origination, funding and servicing of Leases, as attached to the Closing Certificate, together with such changes and modifications thereto from time to time; provided , that Lender shall have approved, in writing, in its Permitted Discretion, any material changes and modifications that make the underwriting standards less restrictive, reduce the required creditworthiness of prospective Account Debtors, reduce any collateral requirements or otherwise adversely affect the rights of Borrower or Servicer or Borrower’s or Servicer’s ability to realize on Borrower Leases and related Collateral.

               “ 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 Lender, but so long as Lender is not required or directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.

               “ Restricted Payment ” 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, (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 such 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, or (e) any payment to a holder of Stock issued by Borrower or to an Affiliate of Borrower or an Affiliate of any holder of Stock issued by Borrower not expressly authorized herein.

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

               “ Sanctioned Entity ” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

               “ Sanctioned Person ” means a person named on the list of Specially Designated Nationals maintained by OFAC.

               “ 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).

               “ Securitization Subsidiary ” means a special purpose Subsidiary of Originator created for the purpose of acquiring Leases from Originator in connection with an Asset-Backed Facility.

               “ Sellers ” means, collectively, Originator and MLR II.

               “ Series 2002-A Facility ” means the asset-backed financing facility evidenced by that certain (a) Master Lease Receivables Asset-Backed Financing Facility Agreement dated as of April 1, 2002 among Borrower, as servicer, Marlin Leasing Receivables Corp II, as obligors’ agent, and Wells Fargo, as trustee, and (b) Amended & Restated Series 2002-A Supplement dated as of March 15, 2006 among Originator, as servicer, Marlin Leasing Receivables Corp II, as obligors’ agent, MLR II, as obligor, JPMorgan Chase Bank, N.A., as agent, and Wells Fargo, as trustee, in each case as amended prior to the Closing Date and as further amended from time to time in accordance with the terms hereof.

               “ Series 2005-1 Facility ” means the asset-backed financing facility evidenced by that certain (a) Master Lease Receivables Asset-Backed Financing Facility Agreement dated as of August 1, 2005 among Originator, as servicer, Marlin Leasing Receivables Corp IX, as obligors’ agent, and Wells Fargo, as trustee and backup servicer, and (b) Series 2005-1 Supplement dated as of August 1, 2005 among Originator, as servicer, Marlin Leasing Receivables Corp IX, as obligors’ agent, Marlin Leasing Receivables IX LLC, as obligor, and Wells Fargo, as trustee and backup servicer, in each case as amended prior to the Closing Date and as further amended from time to time in accordance with the terms hereof.

               “ Series 2006-1 Facility ” means the asset-backed financing facility evidenced by that certain (a) Master Lease Receivables Asset-Backed Financing Facility Agreement dated as of September 1, 2006 among Originator, as servicer, Marlin Leasing Receivables Corp X, as obligors’ agent, and Wells Fargo, as trustee and backup servicer, and (b) Series 2006-1 Supplement dated as of September 1, 2006 among Originator, as servicer, Marlin Leasing Receivables Corp X, as obligors’ agent, Marlin Leasing Receivables X LLC, as obligor, and Wells Fargo, as trustee and backup servicer, in each case as amended prior to the Closing Date and as further amended from time to time in accordance with the terms hereof.

               “ Series 2007-1 Facility ” means the asset-backed financing facility evidenced by that certain (a) Master Lease Receivables Asset-Backed Financing Facility Agreement dated as of October 1, 2007 among Originator, as servicer, Marlin Leasing Receivables Corp XI, as obligors’ agent, and Wells Fargo, as trustee and backup servicer, and (b) Series 2007-1 Supplement dated as of October 1, 2007 among Originator, as servicer, Marlin Leasing Receivables Corp XI, as obligors’ agent, Marlin Leasing Receivables XI LLC, as obligor, and Wells Fargo, as trustee and backup servicer, in each case as amended prior to the Closing Date and as further amended from time to time in accordance with the terms hereof.

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

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

               “ Servicer Interest Coverage Ratio ” means, as of any date of determination and for the applicable period, the ratio of (a) EBITDA to (b) Interest Expense, in each case as determined on a consolidated basis for Servicer and its Subsidiaries.

               “ Servicer Report ” means each report, notice and other certification required to be delivered by Originator or any of its Subsidiaries, in its capacity as servicer, under any Asset-Backed Facility Document.

               “ Servicer Senior Leverage Ratio ” means, as of any date of determination, the ratio of (a) the sum of (i) the outstanding amount of all Indebtedness, minus (ii) all Subordinated Debt, to (b) Tangible Net Worth as of such date, in each case as determined on a consolidated basis for Servicer and its Subsidiaries.

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

               “ Servicing Agreement ” means the Servicing Agreement executed and delivered by Servicer, Borrower and Lender, relating to the servicing of the Borrower Leases, in form and substance satisfactory to Lender.

               “ Servicing Fee ” means if Originator is the Servicer, one percent (1%) per annum of the Net Investment of all Eligible Leases and if any other Person becomes the Successor Servicer, the amount specified in the Backup Servicing Agreement or other instrument of appointment.

               “ Solvent ” means, with respect to any Person on a particular date, that, at fair valuations, the sum of such Person’s assets is greater than all of such Person’s debts.

               “ Static Pool Loss Ratio ” means, in the case of any Leases originated or acquired during a particular origination period, (i) for the Borrower, a ratio expressed as a percentage that is equal to (A) the aggregate gross charge-offs with respect to all Borrower Leases originated or acquired during such origination period, over (B) the aggregate original equipment cost of all Equipment subject to Borrower Leases originated or acquired during such origination period, and (ii) for the Managed Portfolio, a ratio expressed as a percentage that is equal to (A) the aggregate gross charge-offs with respect to all Leases in the Managed Portfolio originated or acquired during such origination period, over (B) the aggregate original equipment cost of all Equipment subject to Leases in the Managed Portfolio originated or acquired during such origination period.

               “ Stock ” means all shares, options, warrants, membership interests, units of membership interests, partnership interests, other ownership interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, membership interest, partnership interest, 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 any unsecured Indebtedness specifically subordinated to the prior payment in full in cash of the Obligations in accordance with a Subordination Agreement, and which shall otherwise be on terms and conditions satisfactory to Lender.

               “ Subordination Agreement ” means each subordination agreement by and between a holder of Subordinated Debt and Lender, and acknowledged by Borrower or other applicable Loan Party, the form and substance of which is satisfactory to Lender.

               “ Successor Servicer ” means any Person appointed by Borrower, with the prior approval of Lender, or appointed by Lender or the Backup Servicer, in accordance with the Loan Documents, to succeed Originator as Servicer.

               “ 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 of such corporation, partnership, limited liability company, or other entity.

               “ 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, instrument, or Investment Property.

               “ Tangible Net Worth ” of a Person means, as of any date of determination, the result of (a) such Person’s total equity, minus (b) the sum of (i) all Intangible Assets of such Person, (ii) all of such Person’s prepaid expenses, and (iii) all amounts due to such Person from its Affiliates, in each case as determined on a consolidated basis for such Person and its Subsidiaries in accordance with GAAP.

               “ Taxes ” has the meaning set forth in Section 16.5 .

               “ Total Assets ” means, as of any date of determination, Borrower’s total assets, as determined in accordance with GAAP without regard to any investment in, equity of, or assets and liabilities of, its Subsidiaries.

                “ Transition Costs ” means the reasonable documented out-of-pocket expenses and fees reasonably incurred by a successor Servicer, the Backup Servicer or Lender 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).

               “ United States ” means the United States of America.

               “ Voidable Transfer ” has the meaning set forth in Section 16.7 .

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

     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”, “Originator” or “Parent” 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.

     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, Lender agrees to make advances (each an “ Advance ,” and collectively, the “ Advances ”) to Borrower in an amount at any one time outstanding not to exceed an amount equal to the lesser of (i) the Maximum Revolver Amount, or (ii) the Borrowing Base.

               (b) Anything to the contrary in this Section 2.1 notwithstanding, Lender shall have the right to establish reserves in such amounts, and with respect to such matters, as Lender in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing 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 that either (A) have not been paid by the applicable due date or (B) if not yet due and payable, Lender reasonably believes will not be paid by the applicable due date, and (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 Lender’s Liens), which Lien or trust, as determined in the Permitted Discretion of Lender, likely would have a priority superior to the Lender’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.

               (c) Lender 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. At no time shall the Revolver Usage exceed the Maximum Revolver Amount.

               (d) Lender shall have no obligation to make an Advance hereunder prior to the satisfaction of each of the conditions precedent to such Advance, including without limitation the conditions set forth in Section 3.3 hereof. 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.

     2.2 Borrowing Procedures and Settlements .

               (a)  Procedure for Borrowing. Each request for an Advance shall be made by an irrevocable written request in the form of an Advance Request or otherwise in form acceptable to Lender (including by electronic mail) by an Authorized Person delivered to Lender. Such notice must be received by Lender no later than 10:00 a.m. (California time) on the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day. At Lender’s election, in lieu of delivering the above-described written request, any Authorized Person may give Lender telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity 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 by Lender under Section 2.2(b ) hereof.

               (b)  Making of Advances. If Lender has received a timely request for a Borrowing in accordance with the provisions hereof, and subject to the satisfaction of the applicable terms and conditions set forth herein, Lender shall make the proceeds of such Advance available to Borrower no later than 5:00 p.m. (California time) on the applicable Funding Date by transferring available funds equal to such proceeds in accordance with the directions set forth in the applicable Advance Request or other notice given in accordance with Section 2.2(a) , which directions shall provide for the remittance of such Advance (i) to Originator in accordance with the applicable Purchase Date Notice, in the case of an Advance made in connection with the purchase of Borrower Leases in accordance with the Purchase and Contribution Agreement, or (ii) to the Designated Account or otherwise in accordance with instructions acceptable to Lender, in the case of any other Advance.

     2.3 Payments .

               (a)  Payments .

                    (i) On each Reporting Date, beginning with the November 2009 Reporting Date, Borrower will provide, or cause Servicer to provide, to Lender and Backup Servicer an updated 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 to such Collection Period (including as proceeds of Permitted Dispositions and net payments received under Hedge Agreements to which Borrower is a party), the amounts, if any, already paid by Borrower on the Interest Payment Date for the Collection Period just ended, and the amounts to be paid by Borrower on the next Payment Date and the apportionment and application of such payments. Lender shall review such Borrowing Base Certificate and Monthly Servicing Report and confirm to Borrower and Backup Servicer within four (4) Business Days of receipt whether the Borrowing Base Certificate and Monthly Servicing Report are accurate in all material respects. Provided that Lender confirms that the Borrowing Base Certificate and Monthly Servicing Report are accurate in all material respects, the Collection Account Bank shall be instructed to make the disbursements specified in the Monthly Servicing Report on such Payment Date.

                    (ii) Except as otherwise expressly provided herein, all payments by or on behalf of Borrower (including payments from the Collection Account) shall be made to Lender’s Account for the account of the Lender and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by Lender later than 11:00 a.m. (California 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.

               (b)  Application of Payments .

                    (i) All amounts on deposit in the Collection Account with respect to the Collection Period just ended 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 confirmed by Lender in accordance with Section 2.3(a)(i) and 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 Lender 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 Servicer in the amount of any payment that does not constitute a payment on or proceeds of Borrower Leases or other Collateral,

                    (B) second , to reimburse Servicer for any sales, use or property taxes (and additions to tax for interest and late fees) paid or payable with respect to Equipment to the extent such amounts have been collected from the related Account Debtor,

                    (C) third , to pay to Lender amounts necessary to eliminate any existing Overadvance,

                    (D) fourth , to the Servicer, or if Originator is no longer the Servicer, to the Successor Servicer, 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, and Transition Costs, to the extent not paid by the outgoing Servicer,

                    (E) fifth , to the Backup Servicer, the Backup Servicing Fees then due, including any amounts previously accrued but remaining unpaid,

                    (F) sixth , 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 with respect to the Collection Account, including any amounts previously accrued but remaining unpaid,

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

                    (H) eighth , to pay any fees then due to Lender under the Loan Documents until paid in full,

                    (I) ninth , to pay interest due in respect of Advances 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 Servicer or Successor Servicer, as applicable, to the extent of Recoveries on the related Defaulted Lease (and not to exceed such Recoveries), reimbursement for related Collection Costs (to the extent not already netted out of such Recoveries),

                    (K) eleventh , so long as no Event of Default has occurred and is continuing, and at Lender’s election (which election Lender agrees will not be made if an

Overadvance would be created thereby), to pay amounts then due and owing by Borrower in respect of Bank Products, until paid in full,

                    (L) twelfth , so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full,

                    (M) thirteenth , 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 Lender, to be held by Lender, 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 obligations in respect of Bank Products have been paid in full or the cash collateral amount has been exhausted,

                    (N) fourteenth , to pay any other Obligations (including the provision of amounts to Lender, to be held by Lender, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Lender in its Permitted Discretion as the amount necessary to secure Borrower’s obligations in respect of Bank Products), and

                    (O) fifteenth , to Borrower (to be wired to the Designated Account or otherwise in accordance with written instructions from Borrower) or such other Person entitled thereto under Applicable Laws.

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

                    (iii) For purposes of the foregoing, “paid in full” means the indefeasible payment in full in cash 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.

                    (iv) 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 Lender 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 Lender, in cash, the amount of such excess, which amount shall be used by Lender to reduce the Obligations in accordance with the priorities set forth in Section 2.3(b) ; provided, that, to the extent such Overadvance results from Lender’s establishing a reserve in accordance with Section 2.1 or changing eligibility criteria for the determination of Eligible Leases, Borrower shall pay such excess within five (5) days after Lender sends notice to Borrower that such Overadvance has occurred. 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.

     2.5 Interest Rates: Rates, Payments, and Calculations .

               (a)  Interest Rates . Except as provided in clause (b) below and Section 2.11(b) hereof, all Obligations (except for Bank Product Obligations not charged to the Loan Account) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance