RECEIVABLES LOAN AND SECURITY AGREEMENT

EXHIBIT 10.2

EXECUTION COPY

U.S. $150,000,000

RECEIVABLES LOAN AND SECURITY AGREEMENT

Dated as of November 21, 2008

Among

LEAF III C SPE, LLC,
as the Borrower ,

LEAF FUNDING, INC.,
as the Originator,

LEAF FINANCIAL CORPORATION,
as the Servicer ,

LEAF EQUIPMENT LEASING INCOME FUND III, L.P.
as the Seller ,

AUTOBAHN FUNDING COMPANY LLC,
as a Lender ,

DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,
FRANKFURT AM MAIN,
as the Agent ,

LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services),
as the Backup Servicer ,

and

U.S. BANK NATIONAL ASSOCIATION,
as the Custodian and the Agent’s Bank.

TABLE OF CONTENTS

TABLE OF CONTENTS
(cont.)

TABLE OF CONTENTS
(cont.)

 iii

     This RECEIVABLES LOAN AND SECURITY AGREEMENT is made as of November 21, 2008, among:

ARTICLE I

DEFINITIONS

           SECTION 1.01. Certain Defined Terms . (a) Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.01 .

          (b) As used in this Agreement and the exhibits and schedules hereto (each of which is hereby incorporated herein and made a part hereof), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

          “ Acquisition Loan ” any loan financing the acquisition of a business enterprise by the Obligor.

          “ Adjusted EBITDA ” means, with respect to the Servicer and its consolidated Subsidiaries for any twelve month trailing period, the EBITDA for such period plus any amounts excluded from Interest Expense pursuant to clause (iii) of the definition thereof.

          “ Adverse Claim ” means a lien, security interest, charge, encumbrance or other right or claim of any Person other than, with respect to the Pledged Assets, (i) any lien, security

interest, charge, encumbrance or other right or claim in favor of the Lender (or the Agent on behalf of the Lender), (ii) any rights with respect to Equipment granted to the related Obligor under the related Contract or (iii) a Permitted Lien.

          “ Affected Party ” has the meaning assigned to that term in Section 2.11 .

          “ Affiliate ” when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

          “ Agent ” has the meaning assigned to that term in the preamble hereto.

          “ Agent’s Bank ” means U.S. Bank National Association and its successors and assigns that are Eligible Depository Institutions.

          “ Agent’s Bank Fee ” means, for any Remittance Period, an amount payable out of Collections on the Pledged Receivables and amounts applied to the payment of, or treated as payments on, the Pledged Receivables, equal to the sum of the fees and expenses due and owing to the Agent Bank pursuant to Exhibit F for such Remittance Period.

          “ Aggregate Net Investment ” means the aggregate Net Investment of all Pledged Receivables.

          “ Agreement ” means this Receivables Loan and Security Agreement, as the same may be amended, restated, supplemented and/or otherwise modified from time to time hereafter.

          “ Assigned Documents ” has the meaning assigned to that term in Section 2.12 .

          “ Assignment ” has the meaning set forth in the Purchase and Contribution Agreement.

          “ Assignment and Acceptance ” has the meaning assigned to that term in Section 9.04 .

          “ Authorized Officer ” means, as to any Person, any of the chief executive officer, any president, any senior vice president, any executive vice president or any vice president or the treasurer thereof, as the case may be, or, if such Person is managed by another Person (such other Person, a “ manager ”), any of the chief executive officer, any president, any senior vice president, any executive vice president or any vice president or the treasurer of such manager, or the manager of such manager.

          “ Autobahn ” has the meaning assigned to that term in the preamble hereto.

          “ Backup Servicer ” means Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), a Minnesota corporation, or any successor Backup Servicer appointed hereunder by the Agent.

          “ Backup Servicer Fee ” means, for any Remittance Period, an amount equal to the fees and expenses due and owing to the Backup Servicer pursuant to Exhibit F for such Remittance Period.

          “ Backup Servicer Monthly Certification ” means a certification to the Agent in substantially the form attached hereto as Exhibit G with respect to the requirements in Section 6.14.

          “ Balloon Payment ” means, as to a Pledged Receivable, a final Scheduled Payment in an amount equal to 10% or more of the original cost of the Related Equipment which is due on such Receivable from the related Obligor at the end of the term of the related Contract.

          “ Bankruptcy Code ” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq. , as amended.

          “ Bankruptcy Event ” shall be deemed to have occurred with respect to a Person if either:

          (a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

          (b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors or members shall vote to implement any of the foregoing.

          “ Base Rate ” means, on any day, a floating rate equal to the rate publicly quoted from time to time by The Wall Street Journa l as the “base rate on corporate loans at large U.S. money center commercial banks” (or, if The Wall Street Journal ceases quoting a base rate of the type described, the highest per annum rate of interest published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled “Selected Interest Rates” as the bank prime

loan rate or its equivalent). Each change in any interest rate provided for in this Agreement based upon the Base Rate shall take effect at the time of such change in the Base Rate.

          “ Benefit Plan ” means any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Borrower or any ERISA Affiliate of the Borrower is, or at any time during the immediately preceding six years was, an “employer” as defined in Section 3(5) of ERISA.

          “ Borrower ” has the meaning assigned to that term in the preamble hereto.

          “ Borrowing ” means a borrowing of Loans under this Agreement.

          “ Borrowing Base Certificate ” means a report, in substantially the form of Exhibit A , prepared by the Borrower for the benefit of Lender pursuant to Section 6.11(d) .

          “ Borrowing Base Deficiency ” means, at any time that the Capital Limit is less than the Facility Amount, an amount equal to the amount of such deficiency.

          “ Borrowing Date ” means, with respect to any Borrowing, the date on which such Borrowing is funded, which date, other than in the case of the initial Borrowing, shall be a Subsequent Borrowing Date.

          “ Brokered Contract ” means a Contract with respect to which the related equipment was sold by or leased on behalf of LEAF through a broker in exchange for a fee as payment for an introduction to the related Obligor.

          “ Business Day ” means a day of the year other than a Saturday or a Sunday or any other day on which banks are authorized or required to close in New York, New York or St. Paul, Minnesota.

          “ Calculated Swap Amortizing Balance ” means, with respect to a Qualifying Interest Rate Hedge and as of any date of determination, the projected scheduled amortizing balance, through the scheduled maturity date, of the related Pledged Receivables which were Pledged on the date on which such Qualifying Interest Rate Hedge became effective, determined by the Servicer and accepted by the Agent based upon the projected Loans Outstanding, adjusted by the Servicer for prepayments using an absolute prepayment rate, recovery rate and default rate which, in the sole judgment of the Agent, are representative of expected prepayment rates, default rates and recovery rates on the Pledged Receivables.

          “ Capital Limit ” means, an amount equal to the sum of (A) the lesser of (1) the Maximum Facility Amount or (2) the lesser of (i) 95% of the Aggregate Net Investment at such time, (ii) 87% of the Eligible Receivables Balance at such time and (iii) the positive difference between the Eligible Receivables Balance at such time and $3,000,000 and (B) the amount of Collections on deposit in the Collection Account and the Master DDA Account at such time to be applied in accordance with Section 2.06 on the next Remittance Date, minus the portion of such Collections which are required to be maintained for the payment of accrued Yield and accrued and unpaid Fees and Liquidation Fees pursuant to Section 2.05(a) hereof.

          “ Capital Stock ” of any Person means any and all shares, interests, rights to purchase, warrants, options, contingent share issuances, economic membership interests, participations or other equivalents of or interest in equity (however designated) of such Person.

          “ Change of Control ” means that at any time (i) the Seller shall fail to own directly or indirectly 100% of all Capital Stock or voting power of the Borrower (other than any interest of the Independent Manager under the Borrower’s limited liability company agreement), (ii) without the prior written consent of the Agent (such consent not to be unreasonably withheld), the Seller merges or consolidates with any Person other than LEAF Financial or any person or group that owns a majority of the beneficial ownership of a LEAF Party on the date of this Agreement and after giving effect to such merger or consolidation, the Seller is not the surviving entity, (iii) any event or condition occurs which results in any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a person or group that owns the majority of the Capital Stock of the Seller as of the date of this Agreement, shall become or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding Capital Stock of the Seller or (iv) either Crit Dement or Miles Herman is not employed in a senior management position at the Seller, is not involved in the day-to-day operations of the Seller or is not able to perform substantially all of his duties as an employee of the Seller during any three month period and, in each case, has not been replaced by a person approved by the Agent in writing within one-hundred and twenty (120) days of any such event.

          “ Closing Date ” means November 21, 2008.

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Collateral Account Agreement ” means the Collateral Account Agreement dated as of the Closing Date among the Agent’s Bank, the Borrower and the Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

          “ Collateral Receipt ” has the meaning assigned to that term in the Custodial Agreement.

          “ Collection Account ” means a special trust account (account number 129322000 at the Agent’s Bank) in the name of “LEAF III C SPE, LLC, for the benefit of DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, as Agent” and under the sole dominion and control of the Agent for the benefit of DZ Bank and Autobahn; provided , that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower and the Borrower shall be solely liable for any taxes payable with respect to the Collection Account.

          “ Collection Date ” means the date on which the aggregate outstanding principal amount of the Loans have been repaid in full and all Yield and Fees and all other Obligations have been paid in full, and the Lender shall have no further obligation to make any additional Loans.

          “ Collections ” means, without duplication, (i) with respect to any Receivable that is Pledged hereunder, all Scheduled Payments, all prepayments, all overdue payments, all Guaranty Amounts, all Insurance Proceeds, all Servicing Charges, all Recoveries, all amounts paid to the Borrower pursuant to the terms of the Purchase and Contribution Agreement and all other payments and proceeds received with respect to the Contract related to such Receivable, (ii) any amounts paid to the Borrower under or in connection with any Qualifying Interest Rate Hedge or the hedging arrangements contemplated thereunder and (iii) all cash receipts and proceeds in respect of the Other Conveyed Property, Pledged Assets and Related Security; provided , however , that “Collections” shall not include sales and property tax remittances received during the related Remittance Period.

          “ Commercial Paper Remittance Report ” means a report, in substantially the form of Exhibit B , furnished by the Borrower to the Agent for the Lender.

          “ Commitment Fee ” has the meaning set forth in the Fee Letter.

          “ Commitment Percentage ” has the meaning assigned to that term in Section 9.04(b) .

          “ Computer Tape or Listing ” means the computer tape or listing (whether in electronic form or otherwise) generated by the Servicer on behalf of the Borrower, which provides information relating to the Receivables included in the Eligible Receivables Balance and all other information necessary to prepare the Monthly Remittance Report.

          “ Continued Errors ” has the meaning assigned to that term in Section 6.14(h) .

          “ Contract ” means a Lease Contract or an Installment Contract, as applicable, containing terms and conditions which comply with the requirements set forth in this agreement or any other form of secured Receivables financing approved by Agent.

          “ CP Disruption Event ” means, at any time, the inability of the Lender to raise (whether as a result of a prohibition or any other event or circumstance whatsoever) funds through the issuance of commercial paper notes in the United States commercial paper market, including, without limitation, by virtue of (i) any disruption in the commercial paper market, (ii) insufficient availability under the liquidity or enhancement facility entered into by the Issuer with respect to this Agreement or (iii) a downgrade of the rating of one or more financial institutions extending credit to or for the account of the Issuer or having a commitment to extend credit to the Lender under a liquidity or enhancement facility which relates to this Agreement to a level lower than that required by the Rating Agencies.

          “ CP Rate ” means, with respect to any Fixed Period for all Loans allocated to such Fixed Period, (A) the per annum rate equivalent to the per annum rate (or if more than one rate, the weighted average of the rates) at which commercial paper notes of the Issuer having a term equal to such Fixed Period and to be issued to fund, in whole or in part, the applicable Loans (and, at the election of the Issuer, other loans by the Issuer) by the Issuer may be sold by any placement agent or commercial paper dealer selected by the Issuer, as agreed between each such agent or dealer and the Issuer and notified by the Issuer to the Agent and the Borrower; provided , however , if the rate (or rates) as agreed between any such agent or dealer and the Issuer with

respect to any Fixed Period for the applicable Loans is a discount rate (or rates), the CP Rate for such Fixed Period shall be the rate (or, if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate per annum; provided , further , however , that such rate (or rates) shall reflect and give effect to borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market to the extent that such amounts are reasonably allocated, in whole or in part, to such Loans, plus (B) the Lender Margin; provided , however , that if the Lender shall have notified the Agent and the Borrower that a CP Disruption Event has occurred, the CP Rate shall be equal to the Non-CP Rate (until the Lender shall have notified the Agent that such CP Disruption Event has ceased).

          “ CP Rollover Fixed Period ” means any Fixed Period other than any Fixed Period (i) applicable to the Loan arising as a result of the Borrowing on the initial Borrowing Date which shall have been requested in the Notice of Borrowing delivered in connection with such Borrowing, (ii) applicable to any new Loan arising as a result of a Borrowing on a Subsequent Borrowing Date which shall have been requested in the Notice of Borrowing delivered in connection with such Borrowing or (iii) applicable to any Loan accruing Yield at the Non-CP Rate.

          “ Credit and Collection Policy ” means the “Credit and Collection Policy” of LEAF Financial, as annexed hereto as Schedule IV as such policy may hereafter be amended, modified or supplemented from time to time in compliance with Section 5.01(j) , or in the case of a successor Servicer, a credit and collection policy maintained in accordance with customary and usual procedures of institutions which service equipment lease contracts and receivables and, to the extent more exacting, the credit and collection policy which such successor Servicer applies with respect to all comparable equipment lease contracts and receivables that it services for itself or others.

          “ Cumulative Net Loss Rate ” means, as of any date of determination, an amount (expressed as a percentage) equal to (x) the aggregate Discounted Balances, at time of default, of all Pledged Receivables which became Defaulted Receivables since the Closing Date (or were or would have become Defaulted Receivables had such Defaulted Receivables not been resold by the Borrower other than repurchases pursuant to Section 4.03 as a result of such Receivable not being an Eligible Receivable) minus (y) the amount of Recoveries received with respect to such Receivables since the Closing Date, divided by (z) the sum of the aggregate Discounted Balances at time of Pledge of all Pledged Receivables since the Closing Date.

          “ Custodial Agreement ” means that certain Custodial and Collateral Agency Agreement dated as of the Closing Date among the Servicer, the Borrower, the Agent and the Custodian, together with all instruments, documents and agreements executed in connection therewith, as such Custodial Agreement may from time to time be amended, restated, supplemented and/or otherwise modified in accordance with the terms thereof.

          “ Custodian ” means U.S. Bank National Association or any substitute Custodian appointed by the Agent pursuant to the Custodial Agreement.

          “ Custodian Fee ” means, for any Remittance Period, an amount equal to the aggregate fees listed in Exhibit F hereto which relate to such Remittance Period.

          “ Cut-Off Date ” has the meaning given such term in the Purchase and Contribution Agreement.

          “ Debt ” of any Person means debt (as reflected in its financial statements) as calculated in accordance with GAAP minus any cash then on deposit in any collection accounts (other than amounts representing accrued interest and related fees and expenses with respect to such collection accounts).

          “ Default Funding Rate ” means an interest rate per annum equal to one and one-half percent (1.50%) per annum plus the Base Rate.

          “ Defaulted Receivable ” means, as of any time of determination, any Pledged Receivable:

     (i) with respect to which the first Scheduled Payment is outstanding from the related Obligor for a period greater than or equal to 31 days after the due date therefor set forth in the Contract (notwithstanding any Partnership Advance made in respect of such Contract); or

     (ii) with respect to which any part of any Scheduled Payment, sales tax or use tax or similar tax payment, insurance premiums or other charges (excluding late fees) under the related Contract is deemed to be outstanding by the Servicer pursuant to the Credit and Collection Policy for a period greater than or equal to 121 days after the due date therefor set forth in such Contract; or

     (iii) with respect to which any payment or other material terms of the related Contract have been restructured or modified in any way (other than in accordance with the Credit and Collection Policy or with the consent of Agent) to avoid or cure any Pledged Receivable from being a Delinquent Receivable or Defaulted Receivable after such Contract was acquired by the Borrower; or

     (iv) which has been or should be charged off in accordance with the Credit and Collection Policy as a result of the occurrence of a Bankruptcy Event with respect to the related Obligor or which has been or should otherwise be deemed uncollectible by the Servicer in accordance with the Credit and Collection Policy; or

     (v) with respect to which the Servicer has repossessed the related Equipment.

          “ Delinquency Rate ” means, as of the last day of any Remittance Period, an amount (expressed as a percentage) equal to (i) the aggregate Discounted Balances of all Delinquent Receivables (other than Receivables that have been repurchased as a result of a LEAF Purchase Event) as of the last day of the immediately preceding Remittance Period divided by (ii) the Pledged Receivables Balance as of the last day of the immediately preceding Remittance Period.

          “ Delinquent Receivable ” means, as of any time of determination, any Pledged Receivable with respect to which 10% or more of any Scheduled Payment (notwithstanding any Partnership Advances made in respect of such Contract), sales tax or use tax or similar tax payment, insurance premiums or other charges (excluding late fees) under the related Contract is deemed to be outstanding for a period greater than or equal to 31 days (but less than 121 days) after the due date therefor set forth in such Contract as determined by the Servicer in accordance with the Credit and Collection Policy.

          “ Depository Institution ” means a depository institution or trust company, incorporated under the laws of the United States or any State thereof, that is subject to supervision and examination by federal and/or State banking authorities.

          “ Discount Rate ” means, a per annum rate, expressed as a percentage, equal to the sum of (a) the Weighted Average Hedged Rate, (b) the Lender Margin, (c) the Servicing Fee Rate, and (d) 0.10%.

          “ Discounted Balance ” means, with respect to any Receivable or Contract, as of any date of determination, the net present value of the aggregate amount of Scheduled Payments (including any PUT Payment received from any Obligor but excluding the residual book value with respect to such Receivable) due or to become due under the terms of the related Contract, which remain unpaid as of such date of determination, calculated by discounting such aggregate amount of Scheduled Payments to such date of determination at an annual rate equal to the Discount Rate for such Contract.

          “ DZ Bank ” has the meaning assigned to that term in the preamble hereto.

          “ Early Amortization Commencement Date ” means the earliest of (i) the date of occurrence of any event described in Section 7.01(a) hereof, (ii) the date of the declaration of the Early Amortization Commencement Date pursuant to Section 7.01 , or (iii) the date of the declaration of the Early Amortization Commencement Date by, and at the option of, the Lender upon the occurrence of an Early Amortization Event.

          “ Early Amortization Event ” means the occurrence of any of the following events:

     (i) a regulatory, tax or accounting body has ordered that the activities of the Lender or any Affiliate of the Lender contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of the Lender contemplated hereby may reasonably be expected to cause the Lender, the Person, if any, then acting as the administrator or the manager for the Lender, or any of their respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; any event described in this clause (i) with respect to Autobahn shall be deemed waived after giving effect to any assignment by Autobahn to DZ Bank in accordance with Section 2.19 .

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

     (iii) the Facility Maturity Date shall have occurred; or

     (iv) the Facility Amount exceeds the Capital Limit and such event shall remain unremedied for two (2) Business Days after the earlier of (A) the Borrower’s knowledge of such event or (B) the Borrower’s receipt of notice of such event.

          “ EBITDA ” means with respect to the Servicer and its consolidated subsidiaries, with reference to any trailing twelve-month period, Net Income, calculated in accordance with GAAP, for such period plus all amounts deducted in arriving at such Net Income amount in respect of (i) Interest Expense for such period, plus (ii) federal, state and local income taxes for such period, plus (iii) all amounts properly charged for depreciation of fixed assets and amortization of intangible assets during such period.

          “ Eligible Depository Institution ” means a Depository Institution the short term unsecured senior indebtedness of which is rated at least “Prime-1” by Moody’s, “A-1” by S&P and “F1” by Fitch, if rated by Fitch.

          “ Eligible Receivable ” means, a Pledged Receivable with respect to which each of the representations and warranties with respect to the Contract related to such Pledged Receivable contained in Schedule III hereto is true and correct at the time of its Conveyance by the Seller to the Borrower, the time of its Pledge or any Borrowing Date (except as set forth under paragraph 53A of Schedule III ).

          “ Eligible Receivables Balance ” means, at any time (i) the Pledged Receivables Balance, minus (ii) the Overconcentration Amount at such time.

          “ Equipment ” means the equipment, Vehicle and software leased or sold to an Obligor, or serving as collateral under a Contract, together with any replacement parts, additions and repairs thereof, and any accessories incorporated therein and/or affixed thereto.

          “ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ Errors ” has the meaning assigned to that term in Section 6.14(h) .

          “ Event of Default ” has the meaning assigned to that term in Section 7.01 .

          “ Expiration Date ” has the meaning set forth in Section 2.04(a) .

          “ Facility ” means the lending facility evidenced by this Agreement.

          “ Facility Amount ” means, at any time, the sum of (i) the face amount of outstanding commercial paper notes (net of the amount of all interest scheduled to accrue thereon through their respective stated maturity if such commercial paper notes are issued on a discount basis) of the Lender issued to fund Loans hereunder, plus (ii) aggregate Loans Outstanding hereunder (including under the Liquidity Purchase Agreement) bearing interest at the Non-CP Rate, plus (iii) accrued and unpaid Yield and Fees with respect to the amounts described in the foregoing clauses (i) and (ii).

          “ Facility Fees ” means all Fees which are due and payable on a Remittance Date pursuant to Section 2.10 .

          “ Facility Maturity Date ” means the fifth anniversary of the date of this Agreement.

          “ Fee Letter ” means that certain Fee Letter, dated as of the Closing Date, among the Borrower, Seller, the Lender and the Agent as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “ Fees ” has the meaning assigned to that term in Section 2.10(a) .

          “ First Priority Assets ” has the meaning assigned to that term in Section 3.02(c)(v) .

          “ Fitch ” means Fitch, Inc. (or its successors in interest).

          “ Fixed Period ” means, for any outstanding Loans, (i) if Yield in respect of all or any part thereof is computed by reference to the CP Rate, a period of up to and including 270 days as determined pursuant to Section 2.04 or (ii) if Yield in respect of all or any part thereof is computed by reference to the Non-CP Rate, the applicable Remittance Period.

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

          “ General Business Loan ” means any Contract which (a) the primary financing purpose for the related Obligor was neither a financing nor a purchase of equipment and (b) is not an Acquisition Loan; such General Business Loans to be coded as “General Business Loans” under the Servicer’s lease accounting system “Infolease System” under the field “Equipment Description”

          “ Government Contract ” means a Contract with an Obligor or a guarantor thereunder that is a Government Entity.

          “ Government Entity ” means any State or any municipality thereof, any political subdivision of a State or any municipality thereof and any agency or instrumentality of any State or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. This definition of “Government Entity” does not include the United States federal government or any political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the United States federal government.

          “ Guaranty Amounts ” means any and all amounts paid by any guarantor with respect to the applicable Contract (excluding payments made by the Seller pursuant to the LEAF III Guaranty).

          “ Hedged Rate ” means with respect to any Qualifying Interest Rate Hedge, (i) the annual rate of interest (expressed as a percentage) which the Borrower, as the fixed-rate payor, is required to pay under such Qualifying Interest Rate Hedge in order to receive the floating rate of

interest provided for under such Qualifying Interest Rate Hedge or (ii) the strike rate price (expressed as a percentage) which the Borrower is required to pay in respect of any interest rate cap.

          “ Hedging Liabilities ” means, with respect to any Person and its consolidated subsidiaries, Debt, obligations and liabilities of such Person attributable to (a) any interest rate protection agreement, interest rate future, interest rate option, interest rate swap, cap, collar or floor or other interest rate hedge arrangement, to which the Partnership or any of its subsidiaries is a party or a beneficiary, (b) any foreign exchange contract, currency option, currency swap, cap, collar or floor or other similar agreement or arrangement designed to protect the Partnership or any of its subsidiaries against fluctuations in currency values or (c) any commodity option, commodity forward contract, commodity swap, cap, collar or floor or similar agreement or arrangement designed to protect such Person or Persons against fluctuations in commodity prices.

          “ Increased Costs ” has the meaning set forth in Section 2.11 .

          “ Indemnified Amounts ” has the meaning assigned to that term in Section 8.01 .

          “ Indemnified Party ” has the meaning assigned to that term in Section 8.01 .

          “ Independent Accountants ” shall mean Grant Thornton LLP or a firm of nationally recognized independent certified public accountants acceptable to the Agent.

          “ Independent Manager ” has the meaning assigned to such term in Section 5.01(b) .

          “ Installment Contract ” means, collectively, a “Loan and Security Agreement”, finance agreement or other documents of similar import, pursuant to which LEAF makes a loan to an Obligor secured by Equipment purchased or owned by such Obligor (and, in certain cases, fixtures), as well as any other assets of the Obligor securing such loan, together with all schedules, supplements and amendments thereto and each other document and instrument related thereto.

          “ Insurance Certificate ” means, with respect to any Receivable, the insurance certificate related to the Insurance Policy with respect to such Receivable (which contains a successors and assigns clause and, if the Equipment related to such Receivable had an original cost of $100,000 or more, such insurance certificate shall list the Borrower as a lender loss payee and as an additional insured).

          “ Insurance Policy ” means, with respect to any Equipment, any insurance policy or policies maintained by or on behalf of the Obligor pursuant to the related Contract that covers physical damage to the related Equipment and general liability (including policies procured by the Borrower or the Servicer, or any agent thereof, on behalf of the Obligor).

          “ Insurance Proceeds ” means, with respect to an item of Equipment, any amount paid under an Insurance Policy or any other insurance policy issued with respect to such Equipment and the related Contract, net of any proceeds which are required by law or the related Contract to be paid to the related Obligor.

          “ Interest Coverage Ratio ” means, as of the last day of any calendar quarter, the ratio of Adjusted EBITDA to Interest Expense for the same period.

          “ Interest Expense ” means, with respect to the Servicer and its consolidated subsidiaries for any period, without duplication for any item set forth below, (i) the aggregate interest expense of the Servicer and its consolidated subsidiaries for such period including the portion of capitalized leases allocable to Interest Expense, (ii) plus any payments made in respect of Hedging Liabilities, minus (iii) the sum of any paid-in-kind interest expenses for such period as determined on a consolidated basis in accordance with GAAP consistently applied.

          “ Investment Company Act ” means the Investment Company Act of 1940, as amended.

          “ IRC ” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

          “ Issuer ” means, collectively, Autobahn and any presently existing or future Person administered by DZ Bank or otherwise, whose principal business consists of issuing commercial paper or other securities to (i) fund or maintain loans secured by receivables, accounts, instruments, chattel paper, general intangibles and other similar assets or (ii) fund its acquisition and maintenance of receivables, accounts, instruments, chattel paper, general intangibles and other similar assets.

          “ LEAF ” means LEAF Funding, Inc., a Delaware corporation.

          “ LEAF III ” and “ Partnership ” has the meaning set forth in the preamble.

          “ LEAF III Guaranty ” means that certain Guaranty, dated as of the Closing Date, by the Partnership in favor of the Agent for the benefit of the Lender, as amended, supplemented or otherwise modified in accordance with the terms thereof.

          “ LEAF Blanket Policy ” means the “Lease Equipment Insurance Policy”, policy number 35335823, maintained with the Chubb Corporation, as supplemented with that certain “Loss Payee” endorsement providing for the addition of the Agent as a loss payee as its interests may appear and for the addition of the Borrower as an insured, a copy of which is attached hereto as Exhibit H , or a similar policy approved in writing by the Agent.

          “ LEAF Parties ” means the Borrower, LEAF Financial, the Seller and LEAF.

          “ LEAF Purchase Event ” has the meaning given to such term in the Purchase and Contribution Agreement.

          “ Lease Contract ” means, collectively, a lease contract, finance agreement or other document of similar import pursuant to which Equipment is leased to an Obligor by LEAF, together with all schedules, supplements and amendments thereto and each other document and instrument related to such lease contract. For the avoidance of doubt, if an Obligor has executed a “Master Lease” with one or more “Lease Schedules”, each “Lease Schedule” shall constitute a separate “Lease Contract” for all purposes hereunder.

          “ Lender ” means, collectively, Autobahn and/or any other Person (including, without limitation, any present or future Affiliate of DZ Bank) that agrees, pursuant to the pertinent Assignment and Acceptance, to make Loans secured by Pledged Assets pursuant to Article II of this Agreement. For the purposes of enforcing rights and remedies hereunder, the term “Lender” is used as described in Section 9.04(b) .

          “ Lender Amortization Event ” means the occurrence of an event described in clause (i) of the definition of Early Amortization Event which remains in effect for more than nine (9) months after notice of such event is given to Borrower.

          “ Lender Margin ” has the meaning ascribed to such term in the Fee Letter.

          “ Leverage Ratio ” means, with respect to the Seller, the ratio obtained by dividing the Seller’s Debt by the Seller’s Partner’s Capital as of the last day of each fiscal quarter end.

          “ LIBOR ” or “ One-Month LIBOR ” means the London interbank offered rate (rounded to the nearest 1/100th of one basis point) for deposits in U.S. dollars having a one month maturity which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the related LIBOR Determination Date. If the rates used to determine LIBOR do not appear on the Reuters Screen LIBOR01 Page, the rates for that day will be determined as the arithmetic mean (rounded to the nearest 1/100th of one basis point) of the rates at which deposits in U.S. dollars, having a one month maturity and in a principal amount of not less than U.S. $1,000,000, are offered by four major banks in the London interbank market at approximately 11:00 a.m., London Time, on such LIBOR Determination Date to prime banks in the London interbank market.

          “ LIBOR Determination Date ” means the date that is two (2) Business Days prior to the related Borrowing Date.

          “ Lien Certificate ” means such documentation, for notice of the lien of a secured party with respect to a Vehicle, as is provided under applicable law for issuance by the Registrar of Titles of the applicable State.

          “ Lienholder Nominee Agreement ” means any Vehicle Lienholder Nominee Agreement in the form of Exhibit L attached hereto, between the lienholder named therein, the Borrower, and the Agent, as each such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

          “ Liquidation Fee ” means, for Loans allocated to any Fixed Period during which such Loans are repaid (in whole or in part) prior to the end of such Fixed Period, the breakage costs (if any) related to such repayment plus the amount (if any) by which (i) Yield (calculated without taking into account any Liquidation Fee) which would have accrued on the amount of the repayment of such Loans during such Fixed Period (as so computed) if such payment had not been made exceeds (ii) the sum of (A) Yield actually received by the Lender in respect of such Loans for such Fixed Period and (B) the income (if any) received by the Lender from the Lender’s investing the proceeds of such repayments.

          “ Liquidation Proceeds ” means, with respect to a Receivable with respect to which the related Equipment has been repossessed, foreclosed upon (in the case of real estate), disposed of or otherwise realized upon by the Servicer, all amounts realized with respect to such Receivable net of (i) reasonable expenses of the Servicer incurred in connection with the collection, repossession, foreclosure and/or disposition of the related Equipment and (ii) amounts that are legally required to be refunded to the Obligor on such Receivable; provided , however , that the Liquidation Proceeds with respect to any Receivable shall in no event be less than zero.

          “ Liquidity/Credit Enhancement Facility ” means one or more Liquidity Purchase Agreements or similar agreements, to be entered into on the Closing Date among the Issuer, the financial institutions party thereto (including, if applicable at any time, financial institutions which are not Affiliates of DZ Bank) and the Agent and/or a letter of credit or similar instrument or agreement by the financial institutions party thereto (including, if applicable at any time, financial institutions which are not Affiliates of DZ Bank) in favor of the Issuer, together with any related agreements, in each case, to be entered into on the Closing Date.

          “ Liquidity Purchase Agreement ” means that certain Asset Purchase Agreement dated as of the date hereof between the Lender, the Liquidity Providers, and DZ Bank, as Liquidity Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “ Liquidity Provider ” means any of the financial institutions from time to time that are “purchasers” pursuant to the Liquidity Purchase Agreement.

          “ Loan ” means each loan advanced by the Lender to the Borrower on a Borrowing Date pursuant to Article II .

          “ Loans Outstanding ” means the sum of the principal amounts of Loans loaned to the Borrower for the initial and any subsequent borrowings pursuant to Sections 2.01 and 2.02 , reduced from time to time by Collections received and distributed as repayment of principal amounts of Loans outstanding pursuant to Section 2.06 and any other amounts received by the Lender to repay the principal amounts of Loans outstanding pursuant to Section 2.16 or otherwise; provided , however , that the principal amounts of Loans outstanding shall not be reduced by any Collections or other amounts if at any time such Collections or other amounts are rescinded or must be returned for any reason.

          “ Lockbox ” means P.O. Box 4006, Cincinnati, Ohio 45264 to which Collections are remitted for retrieval by the Master DDA Securities Intermediary for deposit into the Master DDA Account (account number 153910088597).

          “ Lockbox Utilization Rate ” means, in respect of any Remittance Period, a fraction, expressed as a percentage, (i) the numerator of which is equal to the aggregate amount of all payments under the Contracts paid by the Obligors under Pledged Receivables that were paid during such Remittance Period by means of a check being delivered by such Obligor to the Lockbox or an electronic transfer of funds being made by such Obligor to the Master DDA Account and (ii) the denominator of which is equal to the aggregate amount of all payments

under the Contracts paid by the Obligors under Pledged Receivables that were paid during such Remittance Period by any means.

          “ Lyon ” has the meaning assigned to that term in the preamble hereto.

          “ Master DDA Account ” means the depositary account maintained by the Master DDA Securities Intermediary pursuant to the Master DDA Control Agreement or any successor securities account maintained pursuant to the Master DDA Control Agreement.

          “ Master DDA Control Agreement ” means the Lockbox Agency and Control Agreement, dated as of July 31, 2006, among LEAF Financial, LEAF, the Master DDA Securities Intermediary, the Additional LEAF Entities (as defined therein), the Secured Party (as defined therein) and the Creditor Parties (as defined therein), as amended, supplemented or otherwise modified from time to time.

          “ Master DDA Intercreditor Agreement ” means the Amended and Restated Intercreditor Agreement, dated as of April 18, 2005, together with the joinders thereto, including with respect to making Borrower a party thereto, among Sovereign Bank, a national banking association, OFC Capital, a division of ALFA Financial Corporation, an Alabama corporation, National City Commercial Capital Corporation f/k/a Information Leasing Corporation, an Ohio corporation, WestLB AG, New York Branch, Commerce Bank, National Association, a national banking association, National City Bank, a national banking association, Merrill Lynch Equipment Finance LLC, a Delaware limited liability company, Merrill Lynch Commercial Finance Corp., a Delaware corporation, LEAF Institutional Direct Management, LLC, a Delaware limited liability company, Lease Equity Appreciation Fund I, L.P., a Delaware limited partnership, Lease Equity Appreciation Fund II, L.P., a Delaware limited partnership, LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership, LEAF Funding, Inc., a Delaware corporation, LEAF Fund I, LLC, a Delaware limited liability company, LEAF Fund II, LLC, a Delaware limited liability company, RCC Commercial, Inc., a Delaware corporation, Resource Capital Funding, LLC, a Delaware limited liability company, Black Forest Funding Corporation, Bayerische Hypo- Und Vereinsbank AG, New York Branch, LEAF Financial Corporation, a Delaware corporation, Key Equipment Finance Inc., a Michigan corporation, DZ Bank, and U.S. Bank National Association, a national banking association, as amended, supplemented or otherwise modified from time to time.

          “ Master DDA Securities Intermediary ” means U.S. Bank National Association, or any other securities intermediary that maintains the Master DDA pursuant to the Master DDA Control Agreement.

          “ Material Adverse Effect ” means a material adverse effect on (i) the ability of any of the Borrower, the Originator, the Seller or the Servicer to conduct its respective business, (ii) the ability of any of the Borrower, the Originator, the Seller or the Servicer to perform its respective obligations under this Agreement and/or any other Transaction Document to which it is a party, (iii) the validity or enforceability of this Agreement and/or any other Transaction Document to which the Borrower, the Originator, the Seller or the Servicer is a party, (iv) the rights and remedies of the Lender and/or the Agent under this Agreement and/or any of the

Transaction Documents and/or (v) the validity, enforceability or collectibility of all or any material portion of the Pledged Receivables.

          “ Maximum Facility Amount ” means $150,000,000.

          “ Maximum Substitution Amount ” means an amount equal to (a) five percent (5%) multiplied by (b) the maximum principal amount of Loans Outstanding under this facility on any date since the Closing Date.

          “ Minimum Partner’s Capital ” means, with respect to the Seller, $75,000,000.

          “ Minimum Servicer Tangible Net Worth ” means the sum of (a) the Subordinated Debt of LEAF Financial and its consolidated subsidiaries and (b) a Tangible Net Worth in an amount equal to the sum of (i) $25,000,000, and (ii) fifty percent (50%) of the Net Income of LEAF Financial and its consolidated subsidiaries earned subsequent to the Closing Date (but (x) without giving effect to any adjustments related to the valuation of any interest rate swaps, interest rate caps or similar derivative instruments required pursuant to the Statement of Financial Accounting Standards No. 133 issued by the Financial Accounting Standards Board or (y) without deducting therefrom any cumulative, consolidated net deficit for any fiscal year) as determined on a consolidated basis in accordance with GAAP (as in effect on the Closing Date).

          “ Monthly Remittance Report ” means a report, in substantially the form of Exhibit C , furnished by the Servicer to the Agent (for itself and the Lender) and the Backup Servicer pursuant to Section 6.11(b) .

          “ Monthly Report Date ” means the date that is three (3) Business Days before each Remittance Date.

          “ Moody’s ” means Moody’s Investors Service, Inc. (or its successors in interest).

          “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding five years contributed to by the Borrower or any ERISA Affiliate on behalf of its employees.

          “ Net Income ” means, for any period, the net income of any Person for such period as determined in accordance with GAAP.

          “ Net Investment ” means, with respect to any Contract, the amortized total cost of the equipment related to such Contract as determined in accordance with GAAP and as set forth on the Servicer’s lease accounting system “Infolease System” under the field “Blended Net Investment”.

          “ New SBSS Exempt Contract ” means any Subsequent Borrowing Contract which is not an SBSS Eligible Contract.

          “ Non-CP Rate ” means, with respect to any Fixed Period for any Loan allocated to such Fixed Period, an interest rate per annum equal to One-Month LIBOR plus 0.50% plus the Lender Margin.

          “ Notice of Borrowing ” has the meaning assigned to that term in Section 2.02(b) hereof.

          “ Notice of Pledge ” has the meaning assigned to that term in the Custodial Agreement.

          “ Obligations ” means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Lender or the Agent arising under this Agreement and each other Transaction Document and shall include, without limitation, all liability for principal of and interest on the Loans, indemnifications and other amounts due or to become due by the Borrower to the Lender or the Agent under this Agreement and each other Transaction Document, including, without limitation, interest, fees and other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency proceeding).

          “ Obligor ” means, collectively, each Person obligated to make payments under a Contract.

          “ Obligor Financing Statement ” means a UCC financing statement filed by LEAF against an Obligor under a Contract substantially in the form attached hereto as Exhibit E .

          “ Officer’s Certificate ” means a certificate signed by the president, the secretary, the chief financial officer, controller or any vice president of any Person.

          “ Opinion of Counsel ” means a written opinion of independent counsel reasonably acceptable to the Agent, which opinion, if such opinion or a copy thereof is required by the provisions of this Agreement or any other Transaction Document to be delivered to the Borrower or the Agent, is acceptable in form and substance to the Agent.

          “ Originator ” has the meaning assigned to that term in the preamble hereto.

          “ Originator Checklist ” means a checklist substantially in the form attached as Exhibit K hereto.

          “ Other Conveyed Property ” means, with respect to any Receivable, all of the Borrower’s right, title and interest in, to and under (i) all monies at any time received or receivable with respect to such Receivable after the applicable Cut-Off Date, (ii) the Equipment related to such Receivable (to the extent of the Borrower’s ownership rights therein), (iii) any and all agreements, documents, certificates and instruments evidencing the Borrower’s security interest or other interest in and to the related Equipment and Related Security, including, without limitation, any Lien Certificate, (iv) the security interest in the Equipment and Related Security related to such Receivable granted by the related Obligor to the Seller under the related Contract and assigned by the Seller to the Borrower under the Purchase and Contribution Agreement,

(v) the Obligor Financing Statement, if any, related to such Receivable, (vi) the Insurance Policy and any Insurance Proceeds relating to such Receivable, including rebates of premiums not otherwise due to an Obligor, (vii) the LEAF Blanket Policy to the extent it covers the Equipment related to such Receivable and any proceeds from such insurance policy or policies relating to such Receivable, including rebates of premiums allocable to the Equipment related to such Receivable, (viii) the related Contract and all other items required to be contained in the related Receivable File, any and all other documents or electronic records that the Borrower keeps on file in accordance with its customary procedures relating to such Receivable, the related Equipment or the related Obligor, (ix) all property (including the right to receive future Liquidation Proceeds) that secures such Receivable and that has been acquired by or on behalf of the Borrower pursuant to the liquidation of such Receivable, and (x) all present and future rights, claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds and investments of any kind and nature in respect of any of the foregoing.

          “ Other Taxes ” has the meaning set forth in Section 2.18(b) .

          “ Overall Hedge Position ” means, as of any date of determination, the hedge position determined by the Agent, in its sole discretion, based on the amortizing balances of all Loans Outstanding as of such date of determination, adjusted for prepayments and defaults on Pledged Receivables using an absolute prepayment rate, recovery rate and default rate which, in the sole judgment of the Agent, is representative of the expected prepayment rates, recovery rates and default rates on the Pledged Receivables and to maintain Qualifying Interest Rate Hedges with respect to no less than 95% (and no more than 105%) of the Loans Outstanding.

          “ Overconcentration Amount ” means, at any time, without duplication, the sum of:

     (i) the amount by which the sum of the Discounted Balances of all Eligible Receivables related to any one Obligor (and each Affiliate thereof) at such time exceeds 2.25% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (ii) the amount by which the sum of the Discounted Balances of all Eligible Receivables arising from the largest ten (10) Obligors (or any Affiliates thereof) in the aggregate at such time exceeds 15% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (iii) the amount by which the sum of the Discounted Balances of all Eligible Receivables with respect to which the related Equipment is located in any one State (other than the State of California) at such time exceeds 15% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (iv) the amount by which the sum of the Discounted Balances of all Eligible Receivables with respect to which the related Equipment is located in California at such time exceeds 25% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (v) the amount by which the sum of the Discounted Balances of all Delinquent Receivables for which any Scheduled Payment under the related Contract has been outstanding for more than 61 days exceeds 2.5% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (vi) the amount by which the sum of the Discounted Balances of all Eligible Receivables with respect to which the related Contract provides for a Balloon Payment at such time exceeds 10% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (vii) the amount by which the sum of the Discounted Balances of all Eligible Receivables with respect to which the related Contract provides for a Balloon Payment in an amount which is greater than 30% of the original fair market value of the related Equipment at such time exceeds 2% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (viii) the amount by which the sum of the Discounted Balances of all Eligible Receivables which are Brokered Contracts with any one broker (and each Affiliate thereof) at such time exceeds 5% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (ix) the amount by which the sum of the Discounted Balances of all Eligible Receivables with respect to which the related Equipment was sold to or leased on behalf of the Originator through any one vendor or manufacturer (and each Affiliate thereof), at such time exceeds 15% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (x) the amount by which the sum of the Discounted Balances of all Eligible Receivables arising from Government Contracts at such time exceeds 3% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (xi) the amount by which the aggregate Discounted Balances of SSBS Eligible Contracts that have (i) no SBSS Score, (ii) an SBSS Score less than 170 or (iii) an SBSS Score of 998, as of such date exceeds (a) if the aggregate Discounted Balances of all SBSS Eligible Contracts is $30,000,000 or less, the lesser of $3,000,000 or 15% of the aggregate Discounted Balances of all SBSS Eligible Contracts at such time or (b) if the aggregate Discounted Balances of all SBSS Eligible Contracts is greater than $30,000,000, 10% of the aggregate outstanding Discounted Balances of all SBSS Eligible Contracts at such time;

     (xii) the amount by which the aggregate Discounted Balances of New SBSS Exempt Contracts as of such date exceeds (a) if the aggregate outstanding Discounted Balances of all Subsequent Borrowing Contracts is $60,000,000 or less, the lesser of $15,000,000 or 30% of the aggregate Discounted Balances of all Subsequent Borrowing Contracts at such time or (b) if the aggregate outstanding Discounted Balances of all Subsequent Borrowing Contracts is greater than $60,000,000, 25% of the aggregate outstanding Discounted Balances of all Subsequent Borrowing Contracts at such time;

     (xiii) the amount by which the aggregate outstanding broker fees paid on all Brokered Contracts exceeds 3% of the greater of (A) the aggregate original Equipment cost for all Pledged Receivables and (B) $25,000,000;

     (xiv) the amount by which the sum of the Discounted Balances of all Eligible Receivables with respect to which the related Obligors are operating in any single industry (based on three digit SIC Codes attached hereto as Exhibit I as identified on the InfoLease system), at such time exceeds 20% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000;

     (xv) the amount by which the sum of the Discounted Balances of all Eligible Receivables with respect to which the remaining term is greater than 84 months at such time exceeds 20% of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000; and

     (xvi) the amount by which the sum of the Discounted Balances of all Eligible Receivables which were either (a) Acquisition Loans or (b) General Business Loans, at such time exceeds (i) 12% through May 31, 2009 or (ii) 10% thereafter, of the greater of (A) the Pledged Receivables Balance at such time and (B) $25,000,000.

          “ Overdue Payment ” means, with respect to a Remittance Period, all payments due in a prior Remittance Period that the Servicer receives from or on behalf of an Obligor during such Remittance Period, including any Servicing Charges.

          “ Partnership ” has the meaning assigned to that term in the preamble hereto.

          “ Partnership Advances ” means, in the event that any Obligor fails to remit the Scheduled Payment, sales tax or use tax or similar tax payment, insurance premiums or other charges (excluding late fees) due from it under the related Contract (other than a Contract related to a Defaulted Receivable) with respect to a Remittance Period, an advance by the Partnership, in its sole discretion, from its own funds on or prior to the Remittance Date, of an amount equal to such unpaid Scheduled Payment.

          “ Partner’s Capital ” means partner’s capital (excluding any mark-to-market gain or loss on Hedging Liabilities) plus “Due to General Partner” plus Subordinated Debt and intercompany balances.

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

     (i) direct obligations of, or obligations fully guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;

     (ii) repurchase obligations (the collateral for which is held by a third party or the Agent’s Bank), with respect to any security described in clause (i) above, provided that the long-term unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by Moody’s and S&P in one of their two highest

long-term rating categories and if rated by Fitch, in one of its two highest long-term rating categories;

     (iii) certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company incorporated under the laws of the United States or any State thereof or the District of Columbia, provided that the short-term commercial paper of such bank or trust company (or, in the case of the principal depository institution in a depository institution holding company, the long-term unsecured debt obligations of the depository institution holding company) at the date of acquisition thereof has been rated by Moody’s and S&P in their highest short-term rating category, and if rated by Fitch, in its highest short-term rating category;

     (iv) commercial paper (having original maturities of not more than 270 days) of any corporation incorporated under the laws of the United States or any State thereof or the District of Columbia, having a rating, on the date of acquisition thereof, of no less than “P-1” by Moody’s, “A-1” by S&P and “F1” if rated by Fitch; and

     (v) money market mutual funds registered under the Investment Company Act having a rating, at the time of such investment, of no less than “Aaa” by Moody’s, “AAA” by S&P and “AAA” if rated by Fitch (any such fund may be managed by the Agent Bank or its Affiliates);

provided , that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive either (a) interest only payments with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument, where the principal and interest payments with respect to such instrument provide a yield to maturity exceeding 120% of the yield to maturity at par of such underlying obligation. Each Permitted Investment may be purchased or managed by the Agent’s Bank or through an Affiliate of the Agent’s Bank.

          “ Permitted Liens ” means (i) liens in favor of the Agent, for the benefit of the Lender, granted pursuant to the Transaction Documents, (ii) the interests of an Obligor, arising under the Contract to which it is a party, in the Equipment related to such Contract and (iii) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings; provided, that no penalty shall result from such contest and appropriate reserves shall have been established in accordance with GAAP with respect to any such taxes either not yet due or being contested in good faith and by appropriate proceedings.

          “ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture, government (or any agency or political subdivision thereof) or other entity.

          “ Pledge ” means the pledge of any Receivable pursuant to Article II .

          “ Pledged Assets ” has the meaning assigned to that term in Section 2.13 .

          “ Pledged Receivables ” has the meaning assigned to that term in Section 2.13(a) .

          “ Pledged Receivables Balance ” means, at any time the aggregate Discounted Balances of all Pledged Receivables which are Eligible Receivables at such time.

          “ Predecessor Servicer Work Product ” has the meaning assigned to that term in Section 6.14(h) .

          “ Purchase and Contribution Agreement ” means that certain Purchase and Contribution Agreement, dated as of the Closing Date, between the Seller, as seller, and the Borrower, as purchaser, together with all instruments, documents and agreements executed in connection therewith, as such Purchase and Contribution Agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

          “ Purchase Date ” means each “Conveyance Date” set forth in the Purchase and Contribution Agreement.

          “ PUT Payment ” means, with respect to any Contract, the payment made pursuant to a provision in such Contract obligating the Obligor to purchase the related Equipment upon the termination of such Contract.

          “ Qualified Institutional Buyer ” has the meaning given to such term in Rule 144A under the Securities Act of 1933, as amended from time to time.

          “ Qualifying Interest Rate Hedge ” means (x) an interest rate swap agreement or interest rate cap agreement acceptable to the Agent (i) between the Borrower and a Qualifying Hedge Counterparty, (ii) under which the Borrower shall receive a floating rate of interest based on One-Month LIBOR acceptable to the Agent in exchange for the payment by the Borrower of (a) in the case of a swap, a fixed rate of interest equal to the applicable Hedged Rate, or (b) in the case of a cap, a premium payable at cap inception or on a monthly basis, (iii) the effective date of which is a Borrowing Date, (iv) having a varying notional balance which is, as of the effective date thereof, in an amount not less than the principal amount of the Loan being advanced by the Lender hereunder on the effective date of such Qualifying Interest Rate Hedge and (v) which shall otherwise be on such terms and conditions and pursuant to such documentation as shall be acceptable to the Agent or (y) an alternative interest rate hedging agreement agreed to in writing by the Borrower and the Agent.

          “ Qualifying Hedge Counterparty ” means (a) DZ Bank or (b) any other financial institution that is in the business of entering into interest rate swap transactions or interest rate cap transactions, is acceptable to the Agent and has a short-term debt rating of at least “A-1” from S&P and “P-1” from Moody’s and a long-term debt rating of at least “A” from S&P and “A2” from Moody’s.

          “ Rating Agencies ” means Moody’s, S&P and Fitch, if and so long as they have rated and are continuing to rate commercial paper notes of the Lender, or such other nationally recognized statistical rating organizations as may be designated by the Agent.

          “ Receivable ” means the rights to all payments from an Obligor under a Contract including, without limitation, any right to the payment with respect to (i) Scheduled Payments, (ii) any prepayments or overdue payments made with respect to such Scheduled Payments,

(iii) any Guaranty Amounts, (iv) any Insurance Proceeds, (v) any Servicing Charges and (vi) any Recoveries (except with respect to any nonconforming Receivables that have been resold to the Seller in accordance with a LEAF Purchase Event).

          “ Receivable File ” means:

          (A) with respect to any Contract other than a Contract identified as an Acquisition Loan on the Originator Checklist,

     (i) the original or certified copy of the installment note and security agreement or original lease contract, together with any purchase or assignment agreement relating thereto with any third party originator thereof ( provided , however , that a faxed copy shall be stamped “ORIGINAL” and the Original Checklist shall contain a notation that the Receivable File contains such faxed copy); and

     (ii) an original or copy of the delivery/installation certificate or acknowledgment and acceptance of delivery certificate for leases (which may be part of the Contract) for Contracts with an original cost greater than $50,000;

     (iii) if required in the original credit approval as indicated on the Receivable Schedule, an original or faxed copy of a personal, corporate or other guaranty (which may be part of the Contract), if any shall exist;

     (iv) a file stamped copy of the UCC financing statement filed in the applicable jurisdiction for any Receivable with respect to which the related Equipment had an original cost of $50,000 or more or, if such Contract provides for a “nominal” value purchase option, $25,000 or more;

     (v) evidence of insurance (which shall list the Seller and its assignees as lender loss payee) covering the Equipment related to such Receivable, (unless the LEAF Blanket Policy is in effect for the Equipment related to such Receivable); provided , that the requirements of this clause (v) shall not apply to any Receivable with respect to which the related Equipment had an original cost of $100,000 or less; and

     (vi) with respect to any Subsequent Borrowing Contract, an original or copy of a bill of sale for the Equipment related to such Contract and, if such Contract is an SSBS Eligible Contract, supporting documentation for the calculation of the SBSS Score;

     (vii) except as set forth under paragraph 53A of Schedule III , if the Equipment related to such Receivable is a Vehicle, prior to the 180 ^th day after such Receivable became a Pledged Receivable, a copy of the application for certificate of title or Lien Certificate with respect to such Vehicle and (a) if such Vehicle was leased to an Obligor pursuant to a Lease Contract (other than a Lease Contract which provides for a “nominal value” purchase option), on and after the date that is 180 days after such Receivable became a Pledged Receivable, the original copy of the certificate of title or Lien Certificate with respect to such Vehicle, which such certificate of title or Lien Certificate indicates the owner of such Vehicle as being the Obligor or the Borrower or the secured party of such Vehicle as being the Borrower or the Custodian pursuant to the Lienholder

Nominee Agreement and (b) if such Vehicle was sold to an Obligor pursuant to an Installment Contract or a Lease Contract which provides for a “nominal value” purchase option, on and after the date that is 180 days after such Receivable became a Pledged Receivable, the original copy of the certificate of title or Lien Certificate for such Vehicle which such certificate of title or Lien Certificate indicates the Obligor, as owner and the Borrower, the Servicer, the Custodian or another lienholder (for the benefit of the Agent and the Borrower) thereunder as lienholder or secured party;

     (viii) in addition, with respect to any Contract, each of the following may be present in the Receivable File and noted on the Originator Checklist, provided , however , that the absence of any item listed in (A) through (E) below shall not be reported as a Deficiency on any Deficiency Report (each as defined in the Custodial Agreement):

               (A) an original or faxed copy of a corporate resolution and secretary’s certificate, as appropriate for the transaction;

               (B) an original or faxed copy of a bill of sale, in the case of a sale lease back transaction;

               (C) copies of photo identification;

               (D) an original or copy of a landlord or mortgagee waiver; and

               (E) original or copy of an invoice relating to the Subject Equipment;

(B) with respect to any Contract identified as an Acquisition Loan on the Originator Checklist, the term “Receivable File”, unless the Originator Checklist otherwise indicates (by an asterisk or other mark) that additional items shall be required, means:

     (i) an original, certified copy or faxed copy of a loan Contract or master loan Contract;

     (ii) an original, certified copy or faxed copy (if not part of the loan Contract and so noted on the Originator Checklist) of a term note;

     (iii) an original or certified copy of a security agreement;

     (iv) an original or copy of a sale agreement between seller and buyer of the Equipment, if applicable;

     (v) evidence of insurance for Contracts with a loan amount which is greater than $100,000 (unless otherwise not required and so indicated on the Originator Checklist); and

     (vi) copies of UCC filings for loans with a loan amount which is greater than $25,000, as determined by the amount listed on the Originator Checklist or information found in the Receivable File;

     (vii) in addition, with respect to any Acquisition Loan, the file may contain each of the following, which may be noted on the Originator Checklist, provided, however, that the absence of any item listed in (A) through (M) below shall not be reported as a Deficiency on any Deficiency Report (each as defined in the Custodial Agreement):

               (A) an original or faxed copy of a corporate resolution and secretary’s certificate as appropriate for the transaction;

               (B) an original or faxed copy of a bill of sale;

               (C) an original or faxed copy of an escrow agreement;

               (D) copies of photo identification;

               (E) copies of lien searches and applicable releases;

               (F) an original or copy of a landlord or mortgagee waiver;

               (G) a copy of an office lease or sublease;

               (H) evidence of insurance coverage with respect to (1) liability insurance and (2) malpractice insurance;

               (I) copies of licenses;

               (J) a copy of wire instructions for funding proceeds of the term note;

               (K) an original or certified copy of the assignment of office lease;

               (L) a copy of the site inspection report; and

               (M) original or copy of an invoice relating to the Equipment.

          “ Receivables Schedule ” has the meaning assigned to that term in the Custodial Agreement.

          “ Records ” means all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to Receivables, Pledged Assets and the related Obligors, in which the Borrower has acquired an interest pursuant to the Purchase and Contribution Agreement or in which the Borrower has otherwise obtained an interest.

          “ Recoveries ” means, for any Remittance Period during which, or any Remittance Period after the date on which any Receivable becomes a Defaulted Receivable and with respect to such Defaulted Receivable, all payments that the Servicer received from or on behalf of the related Obligor during such Remittance Period in respect of such Defaulted Receivable or from the liquidation or re-leasing of the related Equipment, including but not limited to Scheduled

Payments, Overdue Payments, Guaranty Amounts, Liquidation Proceeds and Insurance Proceeds.

          “ Registrar of Titles ” means with respect to any State, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon.

          “ Related Security ” means with respect to any Receivable:

     (i) any and all security interests or liens in assets supporting or securing payment of such Receivable;

     (ii) all guarantees, indemnities, warranties, letters of credit, insurance policies and proceeds and premium refunds thereof and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable; and

     (iii) all proceeds of the foregoing.

          “ Release Fee ” has the meaning set forth in the Fee Letter.

          “ Release Price ” means, with respect to a Pledged Receivable and the Related Security relating solely to such Pledged Receivable to be released hereunder, an amount equal to the Discounted Balance of such Pledged Receivable at the time of such release minus any Partnership Advances made in respect thereof which have not been reimbursed.

          “ Remittance Date ” means the twenty-first (21 ^st ) day of each month beginning December 2008, or, if such date is not a Business Day, the next succeeding Business Day; provided , that the final Remittance Date shall occur on the Collection Date.

          “ Remittance Period ” means, (i) as to the initial Remittance Date, the period beginning on, and including, the Closing Date and ending on, and including, the last day of November 2008 (or such other date as the Agent and the Borrower may agree) and (ii) as to any subsequent Remittance Date, the period beginning on, and including, the first day of the calendar month immediately preceding such Remittance Date and ending on, and including, the last day of such calendar month; provided , that the final Remittance Period shall begin on, and include, the first day of the calendar month containing the Collection Date and shall end on the Collection Date.

          “ Replacement Receivable ” has the meaning set forth in Section 2.08 hereof.

          “ Restricted Cash ” means, as of any date of determination, with respect to any Person and its consolidated subsidiaries, the amount of cash and cash equivalents of such Person and its consolidated subsidiaries, determined on a consolidated basis on such date that is (i) restricted in withdrawal or use by or any such subsidiary or (ii) subject to any Adverse Claim.

          “ S&P ” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. (or its successors in interest).

          “ SBSS Eligible Contract ” means, any Subsequent Borrowing Contract for which the original equipment cost of the related Equipment is less than or equal to $250,000.

          “ Scheduled Payments ” means, with respect to any Receivable, the periodic payments payable under the terms of the related Contract (not including any payments to the extent paid in advance by the related Obligor at the inception of such Receivable), excluding, without limitation, any sales and use tax or similar tax payments, insurance premiums, maintenance premiums, administrative charges, documentation fees or other charges or fees due under the terms of the related Contract.

          “ Secured Parties ” shall mean the Lender, the Agent and any Qualifying Hedge Counterparty.

          “ Securities Account Agreement ” means the Master DDA Control Agreement or the Collateral Account Agreement, as applicable.

          “ Security Deposit” means any amount paid to the Seller or the Borrower by an Obligor as a security deposit or as security for or in respect of a payment of any amounts to become due under a Contract, which has previously not been refunded to such Obligor or applied to such Obligor’s obligations under a Contract.

          “ Servicer ” means LEAF Financial or any Person then authorized, pursuant to Section 6.01 , to service, administer and collect Pledged Receivables as “Servicer”.

          “ Servicer Default ” means the occurrence of any of the following events:

     (i) (a) the failure of the Servicer to deliver any Collections, payments, or proceeds which it is obligated to deliver under the terms hereof or of any other Transaction Document at the times it is obligated to make such deliveries under the terms hereof or of any other Transaction Document or (b) the failure by the Servicer to direct the Master DDA Securities Intermediary or Agent’s Bank to so deliver any Collections, payments or proceeds in the manner required by any Transaction Document and, in each case, such failure continues for a period of two (2) Business Days;

     (ii) the failure of the Servicer to perform or observe any of its reporting, enforcement, certification, notification or documentation requirements under the terms hereof or of any other Transaction Document or the failure of the Servicer to observe or perform any material term, covenant or agreement hereunder or under any other Transaction Document (other than those described in clause (i) above) and such failure shall remain unremedied for a period of 15 days after the earlier to occur of (a) the discovery of such failure by the Borrower, the Seller or the Servicer or (b) notice of such failure given by the Agent or the Custodian to the Servicer;

     (iii) any representation, warranty or statement of the Servicer made herein or in any other Transaction Document shall prove to be incorrect in any material respect, and, solely if such incorrect representation, warranty or statement can be remedied, such representation, warranty or statement is not made true within 15 days after the earlier to

occur of (a) the discovery of such failure by the Borrower, the Servicer or the Seller or (b) notice of such failure given by the Agent or the Custodian to the Servicer;

     (iv) the occurrence of any Bankruptcy Event in respect of the Servicer;

     (v) the occurrence of any Event of Default described in Section 7.01(d) or 7.01(e) of this Agreement;

     (vi) the failure of LEAF Financial to maintain, as of the last day of any calendar quarter, a minimum Interest Coverage Ratio of 1.10; or

     (vii) the failure of LEAF Financial to maintain, as of the last day of any calendar quarter, the Minimum Servicer Tangible Net Worth.

          “ Servicer Indemnified Amounts ” has the meaning assigned to that term in Section 8.02 .

          “ Servicing Charges ” means the sum of (a) all late payment charges paid by Obligors under Contracts after payment in full of any Scheduled Payments due in a prior Remittance Period and Scheduled Payments for the then current Remittance Period and (b) any other incidental charges or fees received from an Obligor, including, but not limited to, late fees, collection fees and bounced check charges.

          “ Servicing Fee ” means, for any Remittance Period, an amount equal to the Servicing Fee Rate multiplied by the Eligible Receivables Balance as of the first day of such Remittance Period, calculated on the basis of a 360-day year for the actual number of days elapsed.

          “ Servicing Fee Rate ” means a rate equal to 1.00%.

          “ Servicing Officer ” means any officer of the Servicer involved in, or responsible for, the administration and servicing of the Pledged Receivables, whose name appears on a list of servicing officers furnished to the Agent by the Servicer, as such list may from time to time be amended.

          “ SIC Code ” means a classification pursuant to the Standard Industrial Classification Manual issued by the United States office of Management and Budget.

          “ State ” means one of the fifty states of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

          “ Subordinated Debt ” means, with respect to the Seller or LEAF Financial, Debt funded or committed to such Person which by its terms (including, without limitation, the maturity date of such Debt) provides that repayment of such Debt is junior and subordinated to repayment in full of the Seller’s or LEAF Financial’s obligations under the Transaction Documents and the termination of the Transaction Documents in accordance with their terms in accordance with GAAP.

          “ Subsequent Borrowing ” means a Borrowing which occurs on a Subsequent Borrowing Date.

          “ Subsequent Borrowing Contract ” means, any Contract which is pledged to the Agent on a Subsequent Borrowing Date.

          “ Subsequent Borrowing Date ” means each day after the initial Borrowing Date on which an additional Borrowing is funded.

          “ Substituted Receivable ” has the meaning set forth in Section 2.08 hereof.

          “ Take-Out Securitization ” means a financing transaction undertaken by the Borrower or an Affiliate of the Borrower, the Seller or LEAF, involving the direct or indirect sale or other conveyance of Receivables, Related Security and the Other Conveyed Property related thereto to a Person that shall privately or publicly sell securities, notes or certificates backed by such Receivables, Related Security and the Other Conveyed Property related thereto.

          “ Tangible Net Worth ” means, with respect to LEAF Financial, the amount calculated in accordance with GAAP (but without giving effect to any adjustments related to the valuation of any interest rate swaps, interest rate caps or similar derivative instruments required pursuant to the Statement of Financial Accounting Standards No. 133 issued by the Financial Accounting Standards Board) as the aggregate value of its Capital Stock plus retained earnings plus paid-in-surplus, minus treasury stock, minus the consolidated intangibles of LEAF Financial and its consolidated subsidiaries, including, without limitation, goodwill, trademarks, tradenames, copyrights, patents, patent allocations, licenses and rights in any of the foregoing and other items treated as intangibles in accordance with GAAP.

          “ Transaction Documents ” means this Agreement, the Purchase and Contribution Agreement, each Securities Account Agreement, the Fee Letter, the Custodial Agreement, the Master DDA Intercreditor Agreement, the LEAF III Guaranty, the Lienholder Nominee Agreement, and each Qualifying Interest Rate Hedge and each document and instrument related to any of the foregoing.

          “ UCC ” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

          “ Underwriting Guidelines ” means the underwriting guidelines of the Originator attached to this Agreement as Exhibit J .

          “ United States ” means the United States of America.

          “ Unmatured Event of Default ” means any event that, if it continues uncured, will, with lapse of time or notice or lapse of time and notice, constitute an Event of Default.

          “ Unused Fee ” has the meaning ascribed to such term in the Fee Letter.

          “ Vehicle ” means a new or a used automobile, minivan, sports utility vehicle, light duty truck, heavy duty truck or any other type of asset which requires a security interest therein to be noted on the certificate of title with respect thereto in order to be perfected.

          “ Weighted Average Expected Net Loss Rate ” means a rate, expressed as a percentage, equal to: (i) the sum, for each Remittance Period, of (a) the product of (x) the aggregate Discounted Balances at the time of Pledge to the Facility of all Receivables originated in each respective Remittance Period since the Closing Date; and (y) the applicable expected cumulative net loss rate as set forth in Schedule VI hereto; divided by (ii) the sum of the aggregate Discounted Balances at the time of Pledge to the Facility of all Pledged Receivables pledged to the Facility since the Closing Date.

          “ Weighted Average Hedged Rate ” means, as of any date of determination, the weighted average (weighted solely based on the Calculated Swap Amortizing Balances of such Qualifying Interest Rate Hedges as of such date of determination) of the Hedged Rates of the Qualifying Interest Rate Hedges in effect on such date of determination.

          “ Whole Loan Sale ” means a financing transaction undertaken by the Borrower or an Affiliate of the Borrower, Seller or LEAF, involving the direct or indirect sale or other conveyance of Receivables and the Related Security and Other Conveyed Property related thereto, to any Person.

          “ Yield ” means, with respect to a particular Fixed Period for each Loan allocated to such Fixed Period, the product of: