RECEIVABLES LOAN AND SECURITY AGREEMENT

Security Agreement

AGREEMENTS / CONTRACTS

CLAUSES

RESOURCE CAPITAL FUNDING, LLC | LEAF FINANCIAL CORPORATION | BLACK FOREST FUNDING CORPORATION | BAYERISCHE HYPO- UND VEREINSBANK AG | U.S. BANK NATIONAL ASSOCIATION

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Title: RECEIVABLES LOAN AND SECURITY AGREEMENT
Governing Law: New York Date: 8/14/2009
Law Firm: Thacher Proffitt

RECEIVABLES LOAN AND SECURITY AGREEMENT, Parties: resource capital funding llc , leaf financial corporation , black forest funding corporation , bayerische hypo- und vereinsbank ag , u.s. bank national association

Exhibit 10.10

Conformed Copy Incorporating First, Second

Third, Fourth, Fifth, Sixth and Seventh Amendments

U.S. $100,000,000

RECEIVABLES LOAN AND SECURITY AGREEMENT

Dated as of March 31, 2006

Among

RESOURCE CAPITAL FUNDING, LLC,

as the Borrower

and

LEAF FINANCIAL CORPORATION,

as the Servicer

and

BLACK FOREST FUNDING CORPORATION,

as a Lender

and

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

as the Agent

and

U.S. BANK NATIONAL ASSOCIATION,

as the Custodian and the Agent’s Bank

and

LYON FINANCIAL SERVICES, INC. (D/B/A U.S. BANK PORTFOLIO SERVICES),

as the Backup Servicer

This RECEIVABLES LOAN AND SECURITY AGREEMENT is made as of March 31, 2006, among:

(1)

RESOURCE CAPITAL FUNDING, LLC, a Delaware limited liability company (the “ Borrower ”);

(2)

LEAF FINANCIAL CORPORATION, a Delaware corporation (“ LEAF Financial ”), as the Servicer (as defined herein);

(3)

BLACK FOREST FUNDING CORPORATION (“ Black Forest ”), as a Lender (as defined herein);

(4)

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH (“ HVB ”), as agent for the Lender (the “ Agent ”);

(5)

U.S. BANK NATIONAL ASSOCIATION, as the Custodian and the Agent’s Bank (as each such term is defined herein); and

(6)

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

IT IS AGREED as follows:

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 thereto (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):

“ Accountants’ Report ” has the meaning assigned to that term in Section 6.13(b) .

“ Active Backup Servicer’s Fee ” means, for any Fee Period or portion thereof after the occurrence of a Servicer Default and the appointment of the Backup Servicer as Servicer hereunder, 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 greater of (i) the Active Backup Servicing Fee Rate, multiplied by the Net Eligible Receivables Balance as of the first day of such Fee Period, multiplied by a fraction, the numerator of which shall be the actual number of days in such Fee Period and the denominator of which shall be 360, and (ii) $5,000.

“ Active Backup Servicing Fee Rate ” means 1.00%.

“ Active Backup Servicer’s Indemnified Amounts ” has the meaning assigned to that term in Section 6.11 .

“ Adjusted Discounted Balance ” means, with respect to any Contract, as of any date of determination, the present value of the aggregate amount of Scheduled Payments (including any Balloon Payment or Put Payment but, in any event, calculated without giving effect to any booked residual value with respect to any related Equipment) due or to become due under the terms of the related Contract after the Cut-Off Date applicable to the Receivable related thereto, which remain unpaid as of such date of determination, calculated by discounting such aggregate amount of such Scheduled Payments to such date of determination at an annual rate equal to the Discount Rate.

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

“ Adjusted Eurodollar Rate ” means, with respect to any Fixed Period for any Loan allocated to such Fixed Period, an interest rate per annum equal to the sum of (i) the Adjusted Eurodollar Rate Margin and (ii) an interest rate per annum equal to the average of the interest rates per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) reported during such Fixed Period on Telerate Access Service Page 3750 (British Bankers Association Settlement Rate) as the London Interbank Offered Rate for United States dollar deposits having a term of thirty (30) days and in a principal amount of $1,000,000 or more (or, if such page shall cease to be publicly available or, if the information contained on such page, in the Lender’s sole judgment, shall cease to accurately reflect such London Interbank Offered Rate, such rate as reported by any publicly available recognized source of similar market data selected by the Lender that, in the Lender’s reasonable judgment, accurately reflects such London Interbank Offered Rate).

“ Adjusted Eurodollar Rate Margin ” has the meaning ascribed thereto in the Fee Letter.

“ Adjusted Net Eligible Receivables Balance ” means, at any time, an amount equal to (a) the Adjusted Eligible Receivables Balance at such time minus (b) the Pool A Overconcentration Amount at such time, calculated using a Global Overconcentration Amount determined without reference to clause (ii) of the definition of such term minus (c) the Pool B Overconcentration Amount at such time, calculated using a Global Overconcentration Amount determined without reference to clause (ii) of the definition of such term.

“ Adverse Claim ” means a lien, security interest, charge, encumbrance or other right or claim of any Person other than, with (i) respect to the Pledged Assets, any lien, security interest, charge, encumbrance or other right or claim in favor of the Lender (or the Agent on behalf of the Lender) or (ii) any Permitted Lien.

“ Affected Party ” has the meaning assigned to that term in Section 2.13 .

“ 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 an annual fee, paid in advance, 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 $6,000.

“ 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 in accordance with its terms.

“ Allonge ” means an allonge in the form attached hereto as Exhibit G, provided that , with respect to each Allonge required to be delivered as part of a Pool B Master Receivable File relating to an Underlying Originator Loan Contract acquired by TRS from the Originator, “ Allonge ” shall mean an allonge in the form attached hereto as Exhibit G , but with each reference to “RCC Commercial, Inc.” therein replaced by a reference to “Resource TRS, Inc.

“ Amortized Equipment Cost ” means, as of any date of determination, (i) for any Pool A Receivable, the net investment with respect to such Pool A Receivables, where “net investment” means (a) the present value of the remaining Scheduled Payments under the related Contract, discounted at the rate at which the present value of all Scheduled Payments under the related Contract, including any Balloon Payment or Put Payment, equals the original equipment cost related to such Receivable, plus (b) the associated amortized indirect costs related to the applicable equipment, amortized using the interest method over the life of the related Contract, provided that initial indirect costs will be capped at 5% of the original equipment cost and (ii) for any Pool B Receivable, the net investment with respect to such Pool B Receivable, where “net investment” means (a) the sum of the present values of the remaining Underlying Scheduled Payments under each related Eligible Underlying Contract, discounted at the rate at which the present value of all scheduled payments under such Eligible Underlying Contract, including any Balloon Payment or Put Payment, equals the original equipment cost related to such Eligible Underlying Contract, plus (b) the associated amortized indirect costs related to the applicable equipment, amortized using the interest method over the life of the related Underlying Contract, provided that initial indirect costs will be capped at 5% of the original equipment cost.

“ Annualized Default Rate ” means, as of any date of determination, an amount (expressed as a percentage) equal to (i) the product of (A) the aggregate Discounted Balances of all Pledged Receivables which were Eligible Receivables at the time of their Pledge hereunder and which either (x) became Defaulted Receivables or Missed Payment/Modified Receivables or (y) were repurchased by the PCA Seller pursuant to the terms of Section 6.1(b) of the Purchase and Contribution Agreement and as to which, as of the date of such repurchase, any part of any

Scheduled Payment (or other amount payable under the terms of the related Contract) remained unpaid for more than 60 days after the due date therefor set forth in such Contract, in each case during the six immediately preceding Collection Periods and (B) 2, divided by (ii) the average of the Eligible Receivables Balances as of the first Business Day of each of the six immediately preceding Collection Periods.

“ Annualized Net Loss Rate ” means, as of any date of determination, an amount (expressed as a percentage) equal to (i) the product of (A) (x) the aggregate Discounted Balances of all Pledged Receivables which were Eligible Receivables at the time of their Pledge hereunder and which either (1) became Defaulted Receivables or Missed Payment/Modified Receivables or (2) were repurchased by PCA Seller pursuant to the terms of Section 6.1(b) of the Purchase and Contribution Agreement and as to which, as of the date of such repurchase, any part of any Scheduled Payment (or other amount payable under the terms of the related Contract) remained unpaid for more than 60 days after the due date therefor set forth in such Contract, in each case during the six immediately preceding Collection Periods minus (y) Recoveries received during the six immediately preceding Collection Periods and (B) 2, divided by (ii) the average of the Eligible Receivables Balances as of the first Business Day of each of the six immediately preceding Collection Periods.

“ Applicable Date ” has the meaning set forth in definition of Pool B Annualized Net Loss Rate.

“ Assigned Documents ” has the meaning assigned to that term in Section 2.14 .

“ 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 .

“ Available Funds ” has the meaning assigned to that term in Section 2.05(c) .

“ Backup Servicer ” means Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services) or any successor Backup Servicer appointed by the Agent pursuant to Section 6.15 .

“ Backup Servicer Delivery Date ” has the meaning assigned to that term in Section 6.12(e) .

“ Balloon Payment ” means a payment due, or which may be required, at the end of the term of a Contract or Underlying Contract (which constitutes a loan) equal to the principal amount under such Contract or Underlying Contract which remains outstanding after the payment of all regular scheduled payments of principal during the term of such Contract or Underlying 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 date, a fluctuating rate of interest per annum equal to the arithmetic average of the rates of interest publicly announced by JPMorgan Chase Bank and Citibank, N.A. (or their respective successors) as their respective prime commercial lending rates (or, as to any such bank that does not announce such a rate, such bank’s “base” or other rate determined by the Lender to be the equivalent rate announced by such bank), except that, if any such bank shall, for any period, cease to announce publicly its prime commercial lending (or equivalent) rate, the Agent shall, during such period, determine the Base Rate based upon the prime commercial lending (or equivalent) rates announced publicly by the other such bank or, if each such bank ceases to announce publicly its prime commercial lending (or equivalent) rate, based upon the prime commercial lending (or equivalent) rate or rates announced publicly by one or more other banks selected by the Agent. The prime commercial lending (or equivalent) rates used in computing the Base Rate are not intended to be the lowest rates of interest charged by such banks in connection with extensions of credit to debtors. The Base Rate shall change as and when such banks’ prime commercial lending (or equivalent) rates change.

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

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

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

“ Borrowing Base ” means, at any time, the sum of the Pool A Borrowing Base plus the Pool B Borrowing Base at such time.

“ Borrowing Base Certificate ” means a report, in substantially the form of Exhibit A , prepared by the Servicer for the benefit of Lender pursuant to Section 6.12(c) .

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

“ Borrowing Base Surplus ” means, at any time, that the Borrowing Base exceeds the Facility Amount, an amount equal to the amount of such excess.

“ 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.

“ Borrowing Limit ” means initially $100,000,000 as such amount may be increased pursuant to Section 2.21 ; provided , however , that at all times, on or after the Program Termination Date, the Borrowing Limit shall mean the aggregate outstanding principal balance of the Loans.

“ Breakage 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 Breakage Fee), which would have accrued on the amount of the payment of such Loans during such Fixed Period (as so computed) if such payment had not been made, as the case may be, exceeds (ii) the sum of (A) Yield actually received by the Lender in respect of such Loans for such Fixed Period and, if applicable, (B) the income, if any, received by the Lender from the Lender’s investing the proceeds of such payments on such Loans.

“ BUFCO ” means Bavaria Universal Funding Corporation.

“ 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 City or St. Paul, Minnesota; provided , that, if any determination of a Business Day shall relate to a Loan bearing interest at the Adjusted Eurodollar Rate, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Calculated Swap Amortizing Balance ” means, with respect to a Qualifying Interest Rate Swap and as of any date of determination, the projected scheduled amortizing balance of the Pledged Receivables which were Pledged during the period ending on the Remittance Date on which such Qualifying Interest Rate Swap became effective and beginning on the day following the immediately preceding Remittance Date, determined by the Servicer and accepted by the Agent based upon the Discounted Balance of such Pledged Receivables as of such date of determination, adjusted for prepayments using an absolute prepayment speed which, in the judgment of the Agent, is consistent with the speed with which the Pledged Receivables have prepaid in the past.

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

“ Cash Reserve ” means any amount paid to the Originator, the Servicer or the Borrower by an Obligor that is an Underlying Originator as a cash reserve which may be drawn upon if amounts due under the related Underlying Originator Loan Contract are not paid when due (or by the end of any cure period related thereto), which has not previously been refunded to such Obligor or applied toward such Obligor’s obligations under such Underlying Originator Loan Contract.

“ Cash Reserve Account ” has the meaning assigned to that term in Section 2.07 .

“ Cash Reserve Account (Northern) ” has the meaning assigned to that term in Section 2.07 .

“ Cash Reserve Account Agreement ” means (i) the Cash Reserve Account Agreement (Northern) or (ii) any Securities Account Agreement substantially similar to the Cash Reserve Account Agreement (Northern), among Originator, the Borrower, the Servicer, the Agent’s Bank and the Agent, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

“ Cash Reserve Account Agreement (Northern) ” means that certain Securities Account Agreement, dated the date of this Agreement, among Originator, the Borrower, the Servicer, the Agent’s Bank and the Agent, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

“ Certificate of Title ” means with respect to a Vehicle, an original certificate of title issued by the Registrar of Titles of the applicable State.

“ Change of Control ” means that at any time (i) Resource Capital Corp. shall own directly or indirectly less than 100% of all membership interests of TRS, (ii) TRS shall own directly or indirectly less than 100% of all membership interests of the Borrower, (iii) Resource America shall own directly or indirectly less than 50.1% of all Capital Stock or voting power of the Servicer, (iv) the Servicer shall own directly or indirectly less than 80% of all Capital Stock or voting power of Originator, (v) Resource Capital Corp., TRS or the Borrower merges or consolidates with any other Person without the prior written consent of the Agent, (v) the Servicer or the Originator merges or consolidates with any other Person and the Servicer or the Originator, as applicable, is not the surviving entity or (vii) either of Crit DeMent or Miles Herman is not employed in a senior management position at the Servicer, is not involved in the day-to-day operations of the Servicer or is not able to perform substantially all of his duties as an employee of the Servicer during any three month period and, in each case, has not been replaced by a person approved by the Agent in writing within 90 days of any such event.

“ Closing Date ” means March 31, 2006.

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

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

“ Collection Account ” means a special trust account (account number 793489000 at the Agent’s Bank) in the name of the Borrower and under the control of the Agent for the benefit of the Lender; 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 Account Agreement ” means that certain Collection Account Agreement, dated the date of this Agreement, among the Borrower, the Servicer, the Agent’s Bank and the Agent, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

“ 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.

“ Collection Period ” means, (i) with respect to any Remittance Date (including the initial Remittance Date), the period beginning on, and including, the first day of the most recently ended calendar month and ending on, and including, the last day of the most recently ended calendar month; provided , that the final Collection Period shall begin on, and include, the first day of the then current calendar month and shall end on the Collection Date and (ii) in any context other than with respect to any Remittance Date, a calendar month.

“ Collections ” means, without duplication, with respect to any Pledged Receivable, all Scheduled Payments (and, in the case of a Pledged Pool B Receivable after a Pool B Termination Event has occurred with respect to the related Underlying Originator, all Underlying Scheduled Payments) related to such Receivable, all prepayments and related penalty payments with respect to the Contract (and any related Underlying Contract related to a Pledged Pool B Receivable after a Pool B Termination Event has occurred with respect to the related Underlying Originator) related to such Receivable, all overdue payments and related interest and penalty payments with respect to the Contract (and any related Underlying Contract related to a Pledged Pool B Receivable after a Pool B Termination Event has occurred with respect to the related Underlying Originator) related to such Receivable, all Guaranty Amounts, all Insurance Proceeds, all Servicing Charges, all proceeds under “buyout letters” or other prepayment/termination agreements and all Recoveries related to such Receivable, all amounts paid to the Borrower related to such Receivable pursuant to the terms of the Purchase and Contribution Agreement, all amounts paid by the Servicer related to such Receivable in connection with its obligations under Section 6.22 hereof, and all other payments received with respect to the Contract (and, if applicable, Underlying Contract) related to such Receivable, all cash receipts and proceeds in respect of the Other Conveyed Property or Related Security (including, without limitation, the Obligor Collateral) related to such Receivable, any Servicer Advances related to such Receivable, and any amounts paid to the Borrower under or in connection with any Qualifying Interest Rate Swap or the hedging arrangements contemplated thereunder.

“ 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 Net Eligible Receivables Balance.

“ Contract ” means a Pool A Contract or a Pool B Contract.

“ CP Disruption Event ” means, at any time, the inability of the Issuer 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, the per annum rate equivalent to the rate (expressed as a percentage and an interest yield equivalent and calculated on the basis of a 360-day year) or, if more than one rate, the weighted average thereof, paid or payable by the Lender from time to time as interest on or otherwise in respect of the commercial paper notes issued by the Lender that are allocated, in whole or in part, by the Lender to fund the advance or maintenance of Loans hereunder (and which may also be allocated in part to the funding of other assets of the Lender and which commercial paper notes need not mature on the last day of any Fixed Period) allocated to such Fixed Period as determined by the Lender, which rates shall reflect and give effect to (i) certain documentation and transaction costs (including, without limitation, dealer and placement agent commissions, and incremental carrying costs incurred with respect to commercial paper notes maturing on dates other than those on which corresponding funds are received by the Lender) associated with the issuance of the Lender’s commercial paper notes, and (ii) other borrowings by the Lender, including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market, to the extent such amounts are allocated, in whole or in part, by the Lender to fund the Lender’s advance or maintenance of Loans during such Fixed Period; provided , that if any component of such rate is a discount rate, in calculating the applicable “CP Rate” for such day, the Lender shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“ Credit and Collection Policy ” means (i) collectively, the “Operations Policies & Procedures” memorandum, the “Limited Recourse Term Debt Facility” memorandum of the Servicer, and certain other items, as annexed hereto as Schedule IV as such policy may hereafter be amended, modified or supplemented from time to time in compliance with this Agreement and (ii) with respect to any Servicer other than LEAF Financial, that Servicer’s collection policies for similar assets in effect from time to time.

“ Critical Defaults ” has the meaning assigned to that term in Section 5.01(v) hereof.

“ Custodial Agreement ” means that certain Custodial Agreement dated as of the date hereof 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’s Fee ” means, for any Fee 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 aggregate fees listed in Exhibit F hereto which relate to such Fee Period.

“ Debt ” of any Person means (i) indebtedness of such Person for borrowed money, (ii) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments related to transactions that are classified as financings under GAAP, (iii) obligations of such Person to pay the deferred purchase price of property or services, (iv) obligations of such Person as lessee under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, (v) obligations secured by an Adverse Claim upon property or assets owned (under GAAP) by such Person, even though such Person has not assumed or become liable for the payment of such obligations and (vi) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor, against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (v) above.

“ Default Funding Rate ” means an interest rate per annum equal to 1.50% plus the Base Rate.

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

(i) with respect to which any part of any Scheduled Payment (which, for purposes of clarification, shall not include any tax-related payment) owed by the applicable Obligor under the terms of the related Contract remains unpaid for more than 120 days after the due date therefor set forth in such Contract;

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

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

“ Delinquency Rate ” means, as of any date of determination, an amount (expressed as a percentage) equal to (i) the aggregate Discounted Balances of all Delinquent Receivables as of the last day of the immediately preceding Collection Period divided by (ii) the Net Eligible Receivables Balance as of such day.

“ Delinquent Receivable ” means, as of any date of determination, any Pledged Receivable (other than a Defaulted Receivable or Missed Payment/Modified Receivable) with respect to which any part of any Scheduled Payment (or other amount payable under the terms of the related Contract) remains unpaid for more than 30 days but not more than 120 days after the due date therefor set forth in such Contract.

“ 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, as of any date of determination, a percentage equal to the sum of (i) the Weighted Average Swapped Rate as of such date of determination, (ii) the Facility Fee Rate, (iii) at any time prior to the occurrence of a Servicer Default and the appointment of the Backup Servicer as Servicer hereunder, the Servicing Fee Rate, (iv) at any time after the occurrence of a Servicer Default and the appointment of the Backup Servicer as Servicer hereunder, the Active Backup Servicing Fee Rate and (v) a rate per annum equal to 0.10%.

“ Discounted Balance ” means, with respect to any Contract or Underlying Contract, as of any date of determination, the present value of the aggregate amount of Scheduled Payments or, in the case of an Underlying Contract, Underlying Scheduled Payments (including any Balloon Payment or Put Payment but, in any event, calculated without giving effect to any booked residual value with respect to any related Equipment) due or to become due under the terms of the related Contract or Underlying Contract after the Cut-Off Date applicable to the Receivable related thereto, which remain unpaid as of such date of determination, calculated by discounting such aggregate amount of such Scheduled Payments (or, in the case of a Pool B Contract, an amount equal to (i) the related Scheduled Payment multiplied by (ii) (a)100% minus (b) the amount of any loan principal or purchase price which would otherwise be advanced by the Originator to the applicable Obligor pursuant to the terms of such Contract or Underlying Contract, but which was held back by the Originator as a liquidity reserve or similar reserve, expressed as a percentage of the total amount of such loan principal or purchase price (it being agreed by the Borrower that no similar hold back shall exist with respect to any Pool A Contract) or, in the case of an Underlying Contract, such Underlying Scheduled Payments to such date of determination at an annual rate equal to the Discount Rate.

“ Dollar Purchase Option Contract ” means a Contract or an Underlying Contract, as applicable, (i) in connection with which an agreement was executed which grants the related Obligor or Underlying Obligor, as applicable, a right to purchase the Equipment or Underlying Equipment leased under such Contract or Underlying Contract for $1.00 or other nominal consideration at the end of the initial term of such Contract or Underlying Contract or (ii) grants the related Obligor or Underlying Obligor, as applicable, a right to purchase the Equipment or Underlying Equipment leased under such Contract for $1.00 or other nominal consideration at the end of the initial term of such Contract.

“ 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 Pool A Receivable ” means, at any time, a Pledged Pool A Receivable with respect to which each of the representations and warranties regarding the Contract related to such Pledged Pool A Receivable contained in Schedule III-A hereto is true and correct at such time.

“ Eligible Pool A Receivables Balance ” means, at any time, the aggregate Discounted Balances of all Eligible Pool A Receivables which are Pledged hereunder to secure Loans at such time.

“ Eligible Pool B Receivable ” means, at any time, a Pledged Pool B Receivable with respect to which each of the representations and warranties regarding the Contract related to such Pledged Pool B Receivable contained in Schedule III-B hereto is true and correct at such time.

“ Eligible Pool B Receivables Balance ” means, at any time, the aggregate Discounted Balances of all Eligible Pool B Receivables which are Pledged hereunder to secure Loans at such time.

“ Eligible Pool B Underlying Lease Contract ” means, at any time, an Underlying Lease Contract with respect to which each of the representations and warranties contained in Schedule III-C hereto is true and correct at such time.

“ Eligible Pool B Underlying Loan Contract ” means, at any time, an Underlying Loan Contract with respect to which each of the representations and warranties contained in Schedule III-C hereto is true and correct at such time.

“ Eligible Receivable ” means, at any time, a Pledged Receivable which is an Eligible Pool A Receivable or an Eligible Pool B Receivable at such time.

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

“ Eligible Underlying Contract ” means an Eligible Pool B Underlying Lease Contract or Eligible Pool B Underlying Loan Contract.

“ Eligible Underlying Originator ” means an Underlying Originator that has been approved by the Servicer in accordance with the Credit and Collection Policy.

“ Equipment ” means the equipment or Vehicle (i) leased to an Obligor, or serving as collateral for a loan to an Obligor, under a Contract together with any replacement parts, additions and repairs thereof, and any accessories incorporated therein and/or affixed thereto or (ii) leased to an Underlying Obligor, or serving as collateral for a loan to an Underlying Obligor, under a Underlying Contract together with any replacement parts, additions and repairs thereof, and any accessories incorporated therein and/or affixed thereto.

“ Equipment Category ” means any of the Equipment Categories set forth on Schedule V hereto, as such schedule may be updated from time to time by the Borrower with the consent of the Agent (which such consent shall not be unreasonably withheld).

“ Equipment Category Percentage ” means, with respect to any Equipment Category, the percentage set forth below for such Equipment Category:

(1) for Equipment Category “002.00-Furniture”: 15%

(2) for Equipment Category “007.005-ATM Machines”: 2%

(3) for Equipment Category “0011.000 or 0011.001-Software”: 5%

(4) for Equipment Category “012.000 or 102.001-Dry-Cleaning Machines”: 20%

(5) for Equipment Category “013.000 or 013.001-Restaurant Equipment”: 20%

(6) for Equipment Category “015.000-Compressor Eq.”: 15%

(7) for Equipment Category “016.000-Security systems”: 10%

(8) for any other Equipment Category: (i) during the period prior to the first anniversary of the Closing Date, 35%, and (ii) thereafter, 30%.

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

“ Eurodollar Disruption Event ” means any of the following: (i) a determination by the Lender that it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain United States dollars in the London interbank market to make, fund or maintain any Loan, (ii) a determination by the Lender that the rate at which deposits of United States dollars are being offered in the London interbank market does not accurately reflect the cost to the Lender of making, funding or maintaining any Loan or (iii) the inability of the Lender to obtain United States dollars in the London interbank market to make, fund or maintain any Loan.

“ Eurodollar Index ” means an index based upon an interest rate reported on Telerate Access Service Page 3750 (British Bankers Association Settlement Rate) as the London Interbank Offered Rate for United States dollar deposits.

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

“ 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 Issuer issued to fund the purchase of commercial paper issued by the Lender to fund Loans hereunder, plus (ii) the aggregate Loans Outstanding hereunder bearing interest at the Non-CP Rate, plus (iii) accrued Yield and Fees with respect to the amounts described in the foregoing clauses (i) and (ii).

“ Facility Fee ” has the meaning ascribed thereto in the Fee Letter.

“ Facility Fee Rate ” means, as of any date of determination, the amount of the Facility Fee paid on the most recent Remittance Date divided by the average Loans Outstanding during the Fee Period immediately prior to Remittance Date.

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

“ Fee Letter ” has the meaning assigned to that term in Section 2.12(a) .

“ Fee Period ” means a period commencing on (and including) a Remittance Date and ending on (and including) the day prior to the next Remittance Date; provided , that, the initial Fee Period hereunder shall commence on (and include) the date hereof and end on (and include) May 21, 2006.

“ Fees ” has the meaning assigned to that term in Section 2.12(a) .

“ Fifth Amendment Effective Date ” means December 15, 2006.

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

“ Fixed Period ” means, for any outstanding Loans, a period determined pursuant to Section 2.04 .

“ FMV Contract ” means a Contract or an Underlying Contract, as applicable, which (i) in connection with which any agreement was executed which grants the related Obligor or Underlying Obligor, as applicable, a right to purchase the Equipment or Underlying Equipment leased under such Contract or Underlying Contract for the fair market value thereof at the end of the initial term of such Contract or Underlying Contract or (ii) grants the related Obligor or Underlying Obligor, as applicable, a right to purchase the Equipment or Underlying Equipment leased under such Contract for the fair market value thereof at the end of the initial term of such Contract.

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

“ Global 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 (or any Affiliate thereof) at such time exceeds $3,000,000;

(ii) the amount by which the sum of the Discounted Balances at such time of all Eligible Receivables related to the three Obligors which, together with any Affiliates thereof, owe the greatest amounts under their respective Contracts, in the aggregate, exceeds an amount equal to (a) the Adjusted Net Eligible Receivables Balance minus (b) the Facility Amount at such time;

(iii) the amount by which the sum of the Discounted Balances of all Eligible Receivables with respect to which the related Contract is a Non-Level Payment Contract exceeds 15% of the sum of the Discounted Balances of all Eligible Receivables at such time;

(iv) the amount by which the sum of the Discounted Balances of all Eligible Receivables with respect to which the related Contract provides for Scheduled Payments to be paid for any period other than monthly exceeds 5% of the sum of the Discounted Balances of all Eligible Receivables at such time;

(v) the amount by which the sum of the Discounted Balances of all Eligible Receivables related to Obligor Collateral located in the State of California at such time exceeds 25% of the sum of the Discounted Balances of all Eligible Receivables at such time;

(vi) the amount by which the sum of the Discounted Balances of all Eligible Receivables related to Obligor Collateral located in any State other than the State of California exceeds 15% of the sum of the Discounted Balances of all Eligible Receivables at such time;

(vii) the sum of the amounts for each Equipment Category equal to the amount by which the sum of the Discounted Balances of all Eligible Receivables related to Equipment within such Equipment Category exceeds the sum of the Discounted Balances of all Eligible Receivables at such time multiplied by the Equipment Category Percentage with respect to such Equipment Category;

(viii) the amount by which the sum of the Discounted Balances of all Eligible Receivables (including, without limitation, Vehicle Sublimit Pledged Receivable), with respect to which the related Obligor Collateral is a Vehicle or other type of equipment which requires a security interest therein to be noted on the certificate of title with respect thereto in order to be perfected, exceeds 15% of the sum of the Discounted Balances of all Eligible Receivables at such time;

(ix) the amount by which the sum of the Discounted Balances of all Eligible Receivables which are Vehicle Sublimit Pledged Receivable, exceeds 2% of the sum of the Discounted Balances of all Eligible Receivables at such time;

(x) the amount by which the sum of the Discounted Balances of all Eligible Receivables, with respect to which the related Obligor or any related guarantor is TRS, Resource Capital Corp., the Originator, the Servicer or any Affiliate thereof, exceeds 0% of the sum of the Discounted Balances of all Eligible Receivables at such time;

(xi) the amount by which the sum of the Discounted Balances at such time of all Eligible Receivables related to the four Obligors which, together with any Affiliates thereof, owe the fourth, fifth, sixth and seventh greatest amounts under their respective Contracts, in the aggregate, exceeds an amount equal to the lesser of (a) $7,000,000 and (b) 10% of the sum of the Discounted Balances of all Eligible Receivables at such time; and

(xii) the amount by which the sum of the Discounted Balances at such time of all Eligible Receivables with respect to which any payment or other material terms of the related Contract have been modified due to credit related reasons after such Contract was acquired by the Borrower pursuant to the Purchase and Contribution Agreement and with respect to which, as of the date of such modification, any part of any Scheduled Payment (or other amount payable under the terms of the related Contract) remained unpaid for 60 days or less after the due date set forth in such Contract, exceeds 5% of the sum of the Discounted Balances of all Eligible Receivables at such time.

“ Government Entity ” means the United States, any State, any political subdivision of a State and any agency or instrumentality of the United States or any State or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Guaranty Amounts ” means any and all amounts paid by any guarantor with respect to the applicable Contract.

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

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

“ Independent Accountants ” has the meaning assigned to that term in Section 6.13(b) .

“ Insurance Certificate ” means the insurance certificate related to the Insurance Policy with respect to such Receivable (which insurance certificate shall list the Originator as a loss payee .

“ Insurance Policy ” means, with respect to any Obligor Collateral, the insurance policy maintained by or on behalf of the Obligor pursuant to the related Contract that covers physical damage to the related Equipment (in an amount sufficient to insure completely the value of such 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 Obligor Collateral and a related Contract, any amount paid under an Insurance Policy or an Underlying Insurance Policy issued with respect to such Obligor Collateral and/or the related Contract.

“ Issuer ” means, collectively, BUFCO and any presently existing or future Person administered by HVB or, with the consent of the Borrower (which such consent shall not be unreasonably withheld) at any time prior to the occurrence of a Program Termination Event (and without the consent of the Borrower at any time after the occurrence of a Program Termination Event), any presently existing or future Person not administered by HVB, in either case, 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.

“ Large Contract Percentage ” means (i) during the period prior to the first anniversary of the Closing Date, 50%, and (ii) thereafter, 40%.

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

“ Lease Contract ” means (i) a “Master Lease Schedule” in the form attached hereto as Exhibit D-1(b) , Exhibit D-1(c) , Exhibit D-1(d) , together with a “Master Lease Agreement” in the form attached hereto as Exhibit D-1(a) which is related to, and incorporated by reference into, “Master Lease Schedule” (as such exhibits may be updated from time to time by the Borrower with the consent of the Agent), (ii) a “Lease Agreement” in the form attached hereto as Exhibit D-1(e) or (iii) a lease agreement otherwise approved by the Servicer in compliance with the Credit and Collection Policy, pursuant to which Equipment is leased to an Obligor by Originator, together with all schedules, supplements and amendments thereto and each other document and instrument related to such lease.

“ Lender ” means, collectively, Black Forest and/or any other Person that is an Affiliate of HVB and/or, with the consent of the Borrower (which such consent shall not be unreasonably withheld) at any time prior to the occurrence of a Program Termination Event (and without the consent of the Borrower at any time after the occurrence of a Program Termination Event) any other Person that is not an Affiliate of HVB, in each case, that agrees, pursuant to the pertinent Assignment and Acceptance, to make Loans secured by Pledged Assets pursuant to Article II of this Agreement.

“ Limited Guaranty and Indemnification Agreement ” means that certain Limited Guaranty and Indemnification Agreement, dated as of the date hereof, by Resource Capital Corp.

“ Limited Guaranty and Indemnification Agreement (TRS) ” means that certain Limited Guaranty and Indemnification Agreement (Resource TRS, Inc. Obligations), dated as of the Fifth Amendment Effective Date, by Resource Capital Corp.

“ Limited PCA Repurchase ” means a repurchase of Receivables from the Borrower by TRS pursuant to the terms of Section 6.1 of the Purchase and Contribution Agreement.

“ Liquidation Proceeds ” means, with respect to a Receivable with respect to which the related Obligor Collateral has been repossessed or foreclosed 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 Obligor Collateral and (ii) amounts that are 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 Agreements or similar agreements, to be entered into on or after the date hereof among Lender and/or the Issuer, the financial institutions party thereto (including, if applicable and at any time, financial institutions which are not Affiliates of HVB) and the Agent and/or a letter of credit or similar instrument or agreement by the financial institutions party thereto (including, if applicable and at any time, financial institutions which are not Affiliates of HVB) in favor of

Lender and/or the Issuer, together with any related agreements, in each case, to be entered into on or after the date hereof.

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

“ Loan Contract ” means, collectively, (i) a “Term Note (Level Payments)” together with the “Master Loan and Security Agreement” related thereto and incorporated by reference therein, each in the form attached hereto as Exhibit D-2(a) (as such exhibit may be updated from time to time by the Borrower with the consent of the Agent), (ii) a “Term Note (Level Payments)” or “Term Note (Step Payments)” together with the “Master Loan and Security Agreement” related thereto and incorporated by reference therein, each in the form attached hereto as Exhibit D-2(b) (as such exhibit may be updated from time to time by the Borrower with the consent of the Agent) or (iii) a loan agreement and promissory note otherwise approved by the Servicer in compliance with the Credit and Collection Policy, in each case, pursuant to which the Originator makes a loan to an Obligor secured by Equipment purchased by such Obligor, together with all schedules, supplements and amendments thereto and each other document and instrument related thereto.

“ 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 with respect to any Pledged Receivable received and distributed as repayment of principal amounts of Loans outstanding pursuant to Section 2.05 and any other amounts received by the Lender to repay the principal amounts of Loans outstanding pursuant to Section 2.20 or otherwise; provided , however , that the principal amounts of Loans outstanding shall not be reduced by any Collections with respect to any Pledged Receivable or other amounts if at any time such Collections or other amounts are rescinded or must be returned for any reason.

“ Lockbox ” means a post office box to which Collections with respect to any Pledged Receivable are remitted for retrieval by the Lockbox Bank and for deposit by the Lockbox Bank into the Lockbox Account.

“ Lockbox Account ” means the deposit account (account number 153910088597 at the Lockbox Bank) in the name of “U.S. Bank NA as Securities Intermediary for Leaf Financial and various lenders”.

“ Lockbox Collection Percentage ” means, at any time, a fraction expressed as a percentage equal to (i) the sum of (x) the aggregate dollar amount of payments made by Obligors with respect to Pool A Pledged Receivables directly into the Lockbox Account and (y) the aggregate dollar amount of payments made by Obligors with respect to Pool B Pledged Receivables (or payments made by Underlying Obligors to the extent such amounts do not exceed the amounts concurrently payable by the related Obligors with respect to Pool B Pledged Receivables) directly into the Lockbox Account, in each case, during the three most recently ended Collection Periods, divided by (ii) the aggregate dollar amount of all payments made by Obligors with respect to Pledged Receivables during the three most recently ended Collection Periods.

“ Lockbox Intercreditor Agreement ” means the Amended and Restated Lockbox Intercreditor Agreement, dated as of April 18, 2005, among the Lockbox Bank, the Servicer, the Borrower, the Agent, and certain other parties.

“ Lockbox Bank ” means U.S. Bank National Association and its successors in interest.

“ Material Adverse Effect ” means a material adverse effect on (i) the ability of the Borrower and/or the Servicer to conduct its business, (ii) the ability of the Borrower and/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 and/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 portion of the Pledged Receivables.

“ Minimum Tangible Net Worth ” means, with respect to LEAF Financial, Tangible Net Worth (measured as of each fiscal quarter end) in an amount not less than the sum of (i) $17,000,000, plus (ii) 50% of the aggregate net income of LEAF Financial for each fiscal quarter beginning with the fiscal quarter ending June 30, 2008.

“ Missed Payment/Modified Receivable ” means, as of any date of determination, any Pledged Receivable other than a Defaulted Receivable with respect to which:

(i) any part of any tax-related payment (which, for purposes of clarification, shall not include any Scheduled Payment or any property taxes payable by the related Obligor but advanced by the Servicer pursuant to Section 6.21 hereof) owed by the applicable Obligor under the terms of the related Contract remains unpaid for more than 120 days after the due date therefor set forth in such Contract;

(ii) the first or second Scheduled Payment is not paid in full when due under the related Contract; or

(iii) any payment or other material terms of the related Contract have been modified due to credit related reasons after such Contract was acquired by the Borrower pursuant to the Purchase and Contribution Agreement and as of the date of such modification, any part of any Scheduled Payment (or other amount payable under the terms of the related Contract) remains unpaid for more than 60 days after the due date therefor set forth in such Contract.

“ Monthly Remittance Report ” means a report, in substantially the form of Exhibit C , furnished by the Servicer to the Agent for the Lender pursuant to Section 6.12(b) .

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

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

“ 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 the Adjusted Eurodollar Rate; provided , however , that if the Lender shall have notified the Agent and the Borrower that a Eurodollar Disruption Event has occurred, the Non-CP Rate shall be equal to the Base Rate (until the Lender shall have notified the Agent that such Eurodollar Disruption Event has ceased, at which time the Non-CP Rate shall again be equal to the Adjusted Eurodollar Rate).

“ Non-Level Payment Contract ” means a Contract that does not provide for level Scheduled Payments during the term of such Contract but does require the Scheduled Payments due on such Contract during the first half of the original term of the Contract (discounted at an annual rate equal to the Discount Rate) to equal at least 33% of the Discounted Balance of such Contract.

“ Northern ” means Northern Leasing Systems, Inc.

“ Northern Lease Bailment Agreement ” means that certain Lease Bailment Agreement dated as of January 31, 2006 among JPMorgan Chase Bank, N.A., Northern, Northern Capital Associates X, L.P. and the Originator, as such agreement may from time to time be amended in accordance with the terms thereof; provided , that the Servicer shall not permit the amendment of such agreement without the consent of the Agent.

“ Northern Lease Bailment Agreement Direction Letter ” means that certain letter agreement dated as of the date hereof between JPMorgan Chase Bank, N.A. and the Originator, as such agreement may from time to time be amended in accordance with the terms thereof; provided , that the Servicer shall not permit the amendment of such agreement without the consent of the Agent.

“ 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/or any 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/or any 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 Collateral ” means (i) the Equipment leased to an Obligor under a Lease Contract, (ii) the Equipment and other property pledged by an Obligor to secure its obligations

under a Loan Contract, (iii) the Equipment and other property pledged by an Obligor to secure its obligations under a Practice Acquisition Loan Contract and (iv) the Underlying Originator Loan Collateral and other property pledged by an Obligor to secure its obligations under an Underlying Originator Loan Contract.

“ Obligor Financing Statement ” means a UCC financing statement filed by Originator against an Obligor under a Contract other than a Lease Contract or an Underlying Originator Loan Contract substantially in one of the forms attached hereto as Exhibit E-1 , in the case of a Lease Contract, in the form attached hereto as Exhibit E-2 , and in the case of an Underlying Originator Loan Contract, in the form attached hereto as Exhibit E-3 .

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

“ Opinion of Counsel ” means a written opinion of independent counsel 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.

“ Original Balance ” means, with respect to any Receivable, the Discounted Balance related thereto on the date that the Contract related to such Receivable became effective.

“ Originator ” means Leaf Funding, Inc., a Delaware corporation.

“ Originator Insurance Agreement ” means, collectively, (i) that certain letter agreement regarding the Originator’s obligations as named loss payee under Insurance Policies and Underlying Insurance Policies, dated as of the date hereof, among the Originator, the Servicer, the Borrower, RCC and the Agent, as such agreement may from time to time be amended, restated, supplemented and/or otherwise modified in accordance with the terms thereof and (ii) that certain letter agreement regarding the Originator’s obligations as named loss payee under Insurance Policies and Underlying Insurance Policies, dated as of the Fifth Amendment Effective Date, among the Originator, the Servicer, the Borrower, TRS and the Agent, as such agreement may from time to time be amended, restated, supplemented and/or otherwise modified in accordance with the terms thereof.

“ Originator Sale Agreement ” means (i) with respect to any Receivable acquired by RCC as PCA Seller prior to the Fifth Amendment Effective Date, the applicable “Assignment Agreement (Pool A Contracts)” or “Assignment Agreement (Pool B Contracts),” substantially in one of the forms attached hereto as Exhibit K-1 , between Originator, as seller, and RCC, as purchaser, together with all instruments, documents and agreements executed in connection therewith, as such agreement may from time to time be amended, supplemented or otherwise modified with the consent of the Agent, and (ii) with respect to any Receivable acquired by TRS as PCA Seller on or after to the Fifth Amendment Effective Date, the applicable “Assignment Agreement (Pool A Contracts)” or “Assignment Agreement (Pool B Contracts),” substantially in one of the forms attached hereto as Exhibit K-2 , between Originator, as seller, and TRS, as purchaser, together with all instruments, documents and agreements

executed in connection therewith, as such agreement may from time to time be amended, supplemented or otherwise modified with the consent of the Agent.

“ Other Conveyed Property ” means, with respect to any Receivable, all of the Borrower’s right, title and interest in, to and under (i) all Collections and other monies at any time received or receivable with respect to such Receivable after the applicable Cut-Off Date (as defined in the Purchase and Contribution Agreement), (ii) the Equipment or Underlying Equipment related to such Receivable (to the extent of the Borrower’s ownership rights, if any, therein), (iii) in the case of a Receivable related to any Contract, any and all agreements, documents, certificates and instruments evidencing the Borrower’s security interest or other interest in and to the related Obligor Collateral or any intercreditor agreement with respect thereto, including, without limitation, any Certificate of Title, (iv) the Obligor Collateral related to such Receivable including, without limitation, the security interest in such Obligor Collateral granted by the related Obligor to Originator under the related Contract and assigned (1) by Originator to a PCA Seller under any Originator Sale Agreement, and (2) by a PCA 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 proceeds from the Insurance Policy relating to such Receivable, including rebates of premiums not otherwise due to an Obligor, (vii) 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 Obligor Collateral or the related Obligor, (viii) any Security Deposits or Cash Reserve related to such Receivable, (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 chooses 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.

“ Overconcentration Amount ” means, at any time, the sum of the Pool A Overconcentration Amount at such time and the Pool B Overconcentration Amount at such time.

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

“ Parallel Defaults ” has the meaning assigned to that term in Section 5.01(v) hereof.

“ PCA Seller ” means individually, and “ PCA Sellers ” means collectively, each of RCC in its capacity as seller/contributor under the Purchase and Contribution Agreement prior to the Fifth Amendment Effective Date and TRS in its capacity as seller/contributor under the Purchase and Contribution Agreement on and after the Fifth Amendment Effective Date.

“ PCA Seller Assignment Agreement ” means that certain Sale, Assignment and Assumption Agreement, dated as of the Fifth Amendment Effective Date, by and between RCC, as seller, and TRS, as buyer.

“ 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 Trustee), 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 A-1 by Moody’s, P-1 by S&P and F-1 if rated by Fitch;

(v) money market mutual funds, including funds managed by the Agent’s Bank or its Affiliates, registered under the Investment Company Act of 1940, as amended, 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; and”.

(vi) any other investments approved in writing by the Agent and the Rating Agencies.

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 by the Agent’s Bank or through an Affiliate of the Agent’s Bank.

“ Permitted Liens ” means:

(i) with respect to Obligor Collateral, (A) liens and security interests in favor of the Agent, for the benefit of the Lender, granted pursuant to the Transaction Documents, (B) the interests of an Obligor arising under the Contract to which it is a party in the Obligor Collateral related to such Contract, (C) liens for taxes, assessments,

levies, fees and other governmental and similar charges either not yet due or being contested in good faith and by appropriate proceedings, provided, that appropriate reserves shall have been established with respect to any such taxes either not yet due or being contested in good faith and by appropriate proceedings, (D) any liens with respect to any mechanics, suppliers, materialmen, laborers, employees, repairmen and other like liens arising in the ordinary course of a servicer’s, lessor’s/lender’s or lessee’s/borrower’s business securing obligations which are not due and payable, and (E) salvage rights of insurers with respect to the equipment subject to a Contract under insurance policies maintained pursuant to the Transaction Documents or a Contract; and

(ii) with respect to Underlying Collateral, in addition to the Permitted Liens described in clause (i) above, (x) liens in favor of Originator, TRS or the Borrower, granted by the applicable Underlying Obligor, in each case, solely to the extent assigned to the Agent and (y) the interests of an Underlying Obligor arising under the Underlying Contract to which it is a party in the Underlying Originator Loan Collateral related to such Underlying Contract.

“ 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 2.15 .

“ Pledged Receivables ” means Pledged Pool A Receivables and Pledged Pool B Receivables.

“ Pledged Pool A Receivables ” has the meaning assigned to that term in Section 2.15(a) .

“ Pledged Pool B Receivables ” has the meaning assigned to that term in Section 2.15(a) .

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

“ Pool A Advance Rate Factor ” means, as of any date of determination, (a) 2.5 multiplied by (b) the largest of (i) the Pool A Weighted Average Net Loss Rate (which information shall be reported and updated in the Monthly Remittance Report immediately following the end of each calendar quarter) or (ii) the product of (x) Weighted Average Remaining Life with respect to the Pool A Receivables as of such date of determination and (y) the Pool A Annualized Default Rate.

“ Pool A Annualized Default Rate ” means, as of any date of determination, the Annualized Default Rate as of such date of determination, calculated by (or in a manner satisfactory to) the Agent solely with respect to Pool A Receivables.

“ Pool A Annualized Net Loss Rate ” means, as of any date of determination, an amount (expressed as a percentage) equal to (i) the product of (A) (x) the aggregate Discounted Balances of all Pledged Pool A Receivables which were Eligible Pool A Receivables at the time of their Pledge hereunder and which became Defaulted Receivables or Missed Payment/Modified Receivables or (y) were repurchased by the PCA Seller pursuant to the terms of Section 6.1(b) of the Purchase and Contribution Agreement and as to which, as of the date of such repurchase, any part of any Scheduled Payment (or other amount payable under the terms of the related Contract) remained unpaid for more than 60 days after the due date therefor set forth in such Contract, in each case during the six immediately preceding Collection Periods minus (y) Recoveries related to Pool A Receivable received during the six immediately preceding Collection Periods and (B) 2, divided by (ii) the average of the Eligible Pool A Receivables Balances as of the first Business Day of each of the six immediately preceding Collection Periods.

“ Pool A Borrowing Base ” means, at any time, the lowest of:

(i) 98% of the Amortized Equipment Cost with respect to all Eligible Pool A Receivables;

(ii) an amount equal to the Pool A Net Eligible Receivables Balance multiplied by a percentage equal to 89%; and

(iii) an amount equal to:

“ Pool A Contract ” means a Lease Contract, a Loan Contract or a Practice Acquisition Loan Contract.

“ Pool A Defaulted Managed Receivables ” means, as of any date of determination, any Pool A Managed Receivable:

(i) with respect to which any part of any scheduled payment, or any tax-related payment, owed by the applicable obligor under the terms of the related contract remains unpaid for more than 120 days after the due date therefor set forth in such contract;

(ii) with respect to which the first or second scheduled payment is not paid in full when due under the related contract;

(iii) with respect to which any payment or other material terms of the related contract have been modified due to credit related reasons;

(iv) which has been or should be charged off 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 each case in accordance with the Credit and Collection Policy; or

(v) respect to which the Servicer or any Affiliate thereof has repossessed the related equipment.

“ Pool A Delinquency Rate ” means, as of any date of determination, the Delinquency Rate as of such date of determination, calculated by (or in a manner satisfactory to) the Agent solely with respect to Pool A Receivables.

“ Pool A Facility Fee ” has the meaning ascribed thereto in the Fee Letter.

“ Pool A Financed Middle Ticket Receivables Percentage ” means (A) that portion of the Eligible Pool A Receivables Balance related to equipment with an original cost greater than or equal to $100,000 divided by (B) the Eligible Pool A Receivables Balance.

“ Pool A Financed Small Ticket Receivables Percentage ” means (A) that portion of the Eligible Pool A Receivables Balance related to equipment with an original cost of less than $100,000 divided by (B) the Eligible Pool A Receivables Balance.

“ Pool A Loan ” has the meaning assigned to that term in Section 2.01 .

“ Pool A Managed Middle Ticket Cumulative Net Loss Rate ” means, as of any date of determination with respect to any prior calendar year, an amount (expressed as a percentage) equal to (i) (x) the original cost of the equipment related to all Pool A Managed Middle Ticket Receivables which were originated during such calendar year and which became Pool A Defaulted Managed Receivables at any time during or after such calendar year through and including the most recently completed quarter minus (y) the Pool A Managed Receivable Recoveries received by the Originator or the Servicer at any time during or after such calendar quarter related to all Pool A Managed Middle Ticket Receivables which were originated in such calendar year and which became Pool A Defaulted Managed Receivables at any time during or after such calendar year through and including the most recently completed quarter divided by (ii) the aggregate original cost of the equipment related to all Pool A Managed Middle Ticket Receivables which were originated during such calendar year.

“ Pool A Managed Middle Ticket Receivable ” means a Pool A Managed Receivable related to equipment with an original cost of greater than or equal to $100,000.

“ Pool A Managed Receivable Recoveries ” means, with respect to a Pool A Defaulted Managed Receivable, all payments that the Servicer received from or on behalf of the related Obligor in respect of such Pool A Defaulted Managed Receivable or from the repossession, liquidation or re-leasing of the related collateral, including but not limited to scheduled payments, overdue payments, payments under related guarantees and insurance proceeds.

“ Pool A Managed Receivables ” means all lease or loan agreements originated and/or serviced by the Originator, the Servicer or any Affiliate thereof (other than Resource America).

“ Pool A Managed Small Ticket Cumulative Net Loss Rate ” means, as of any date of determination with respect to any prior calendar year, an amount (expressed as a percentage) equal to (i) (x) the original cost of the equipment related to all Pool A Managed Small Ticket Receivables which were originated during such calendar year and which became Pool A Defaulted Managed Receivables at any time during or after such calendar year through and including the most recently completed quarter minus (y) the Pool A Managed Receivable Recoveries received by the Originator or the Servicer at any time during or after such calendar quarter related to all Pool A Managed Small Ticket Receivables which were originated in such calendar year and which became Pool A Defaulted Managed Receivables at any time during or after such calendar year through and including the most recently completed quarter divided by (ii) the aggregate original cost of the equipment related to all Pool A Managed Small Ticket Receivables which were originated during such calendar year.

“ Pool A Managed Small Ticket Receivable ” means a Pool A Managed Receivable related to equipment with an original cost of less than $100,000.

“ Pool A Maximum Managed Middle Ticket Net Loss Rate ” means the highest Pool A Managed Middle Ticket Cumulative Net Loss Rate related to any of the most recent four (4) calendar years. For the avoidance of doubt, the Pool A Maximum Managed Middle Ticket Net Loss Rate and the Pool A Maximum Managed Small Ticket Net Loss Rate can occur in different years.

“ Pool A Maximum Managed Small Ticket Net Loss Rate ” means the highest Pool A Managed Small Ticket Cumulative Net Loss Rate related to any of the most recent four (4) calendar years. For the avoidance of doubt, the Pool A Maximum Managed Small Ticket Net Loss Rate and the Pool A Maximum Managed Middle Ticket Net Loss Rate can occur in different years.

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

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

(i) an amount equal to the Global Overconcentration Amount at such time multiplied by a fraction the numerator of which is the aggregate Discounted Balances of all Eligible Pool A Receivables at such time and the denominator of which is the aggregate Discounted Balances of all Eligible Receivables at such time;

(ii) the amount by which the sum of the Discounted Balances of all Eligible Pool A Receivables with respect to which the related Contract has a remaining term greater than 85 months exceeds 20% of the sum of the Discounted Balances of all Eligible Pool A Receivables at such time;

(iii) the amount by which the sum of the Discounted Balances of all Eligible Pool A Receivables with respect to which the related Contract has a Discounted Balance greater than $1,000,000 exceeds an amount equal to the Large Contract Percentage multiplied by the sum of the Discounted Balances of all Eligible Pool A Receivables at such time;

(iv) the amount by which the sum of the Discounted Balances of all Eligible Pool A Receivables related to any vendor of Equipment and/or any Affiliates thereof at such time exceeds the product of the Vendor Overconcentration Limit for such vendor and its Affiliates multiplied by the sum of the Discounted Balances of all Eligible Pool A Receivables at such time;

(v) the amount by which the sum of the Discounted Balances of all Eligible Pool A Receivables arising under a Contract which provides for a Balloon Payment or Put Payment, the amount of which is in excess of 10%, but not in excess of 34%, of the original amount of the Scheduled Payments to be made under such Contract, exceeds 15% of the sum of the Discounted Balances of all Eligible Pool A Receivables at such time;

(vi) the amount by which the sum of the Discounted Balances of all Eligible Pool A Receivables arising under a Contract which provides for a Balloon Payment or Put Payment, the amount of which is in excess of 34% of the original amount of the Scheduled Payments to be made under such Contract, exceeds $0.0;

(vii) the amount by which the sum of the Discounted Balances of all Eligible Pool A Receivables arising from Practice Acquisition Loan Contracts at such time exceeds 35% of the sum of the Discounted Balances of all Eligible Pool A Receivables at such time; and

(viii) the amount by which the sum of the Discounted Balances of all Eligible Pool A Receivables that are Stand Alone Working Capital Loans at such time exceeds 2% of the sum of the Discounted Balances of all Eligible Pool A Receivables at such time.

“ Pool A Receivable ” means the rights to all payments from an Obligor under a Pool 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.

“ Pool A Termination Event ” means the occurrence of any of the following events:

(i) the rolling weighted average of the Pool A Delinquency Rates in respect of any three consecutive Collection Periods exceeds 3.5%;

(ii) the Pool A Annualized Default Rate exceeds 4%; or

(iii) the Pool A Annualized Net Loss Rate exceeds 3.5%.

“ Pool A Weighted Average Net Loss Rate ” means the sum of (A) the product of (i) the Pool A Maximum Managed Small Ticket Net Loss Rate times (ii) the Pool A Financed Small Ticket Receivables Percentage and (B) the product of (i) the Pool A Maximum Managed Middle Ticket Net Loss Rate times (ii) the Pool A Financed Middle Ticket Receivables Percentage.

“ Pool B Adjusted Advance Amount ” has the meaning set forth in clause (v) of the definition of Pool B Overconcentration Amount.

“ Pool B Advance Rate Factor ” means, as of any date of determination with respect to any Underlying Originator, (a) 2.0 multiplied by (b) the largest of (i) the largest Pool B Managed Receivable Net Loss Factor with respect to such Underlying Originator related to any of the most recent four prior calendar years (which information shall be updated and reported with respect to such Underlying Obligor in the Monthly Remittance Report immediately following the end of each calendar quarter during which such Underlying Obligor received a loan or a payment of purchase price under the related Pool B Contract) or (ii) the product of (x) Weighted Average Remaining Life with respect to the related Pool B Contract as of such date of determination and (y) the Pool B Annualized Default Rate.

“ Pool B Annualized Default Rate ” means, as of any date of determination, the Annualized Default Rate as of such date of determination, calculated by (or in a manner satisfactory to) the Agent solely with respect to Pool B Receivables.

“ Pool B Annualized Net Loss Rate ” means with respect to any Underlying Originator, as of any date of determination at least three Collection Periods after the date that the Pool B Receivable related to such Underlying Originator is Pledged hereunder (the “ Applicable Date ”), an amount (expressed as a percentage) equal to (i) the product of (A) (x) the aggregate Discounted Balances of all Underlying Contracts related to such Underlying Originator which were Eligible Underlying Contracts at the time of the Pledge of the related Pool B Receivable hereunder and as to which an Underlying Contract Event of Default has occurred during the six (or such lesser number of Collection Periods since the Applicable Date) immediately preceding Collection Periods minus (y) recoveries received by the Underlying Originator during the six (or such lesser number of Collection Periods since the Applicable Date) immediately preceding Collection Periods and (B) 2 (if six or more Collection Periods have occurred since the Applicable Date), 2.4 (if five Collection Periods have occurred since the Applicable Date), 3 (if four Collection Periods have occurred since the Applicable Date), 4 (if three Collection Periods have occurred since the Applicable Date), 6 (if two Collection Periods have occurred since the Applicable Date) or 12 (if one Collection Period has occurred since the Applicable Date) divided by (ii) the average of the aggregate Discounted Balances of all Underlying Contracts related to such Underlying Originator which are Eligible Underlying Contracts as of the first Business Day of each of the six (or such lesser number of Collection Periods since the Applicable Date) immediately preceding Collection Periods.

“ Pool B Borrowing Base ” means, at any time, the lower of:

(i) 97% of the aggregate Pool B Adjusted Advance Amounts with respect to all Eligible Pool B Receivables at such time; and

(ii) 95% of the Pool B Net Eligible Receivables Balance at such time;

provided , that, at all times after December 14, 2007 (the “ Pool B Amortization Date ”), the Pool B Borrowing Base shall not exceed the amount of the Pool B Borrowing Base on the Pool B Amortization Date as such amount is reduced from time for any reason, including, without limitation, in connection with any decrease of the Discounted Balances of the Pool B Receivables that are Pledged hereunder on the Pool B Amortization Date (the “ Pool B Amortization Date Receivables ”) and/or any Underlying Contract related thereto, and without giving effect to any facts or circumstances that would increase of the Pool B Borrowing Base for any reason, including, without limitation, in connection with any increase of the Discounted Balances of the Pool B Amortization Date Receivables and/or any Underlying Contract related thereto after the Pool B Amortization Date

“ Pool B Contract ” means an Underlying Originator Loan Contract.

“ Pool B Defaulted Managed Receivables ” means, as of any date of determination, any Pool B Managed Receivable:

(ii) with respect to which the first or second scheduled payment is not paid in full when due under the related contract;

(iii) with respect to which any payment or other material terms of the related contract have been modified due to credit related reasons;

(v) respect to which the Servicer or any Affiliate thereof has repossessed the related equipment.

“ Pool B Facility Fee ” has the meaning ascribed thereto in the Fee Letter.

“ Pool B Loan ” has the meaning assigned to that term in Section 2.01 .

“ Pool B Managed Receivable Net Loss Factor ” means, as of any date of determination with respect to an Underlying Originator and any prior calendar year, an amount (expressed as a percentage) equal to (i)(x) the aggregate original cost of the equipment related to all Pool B Managed Receivables with respect to an Underlying Originator which were originated during such calendar year and which became Pool B Defaulted Managed Receivables at any time during or after such calendar year through and including the most recently completed calendar quarter minus (y) the Pool B Managed Receivable Recoveries received by such Underlying

Originator at any time during or after such calendar year related to all such Pool B Managed Receivables which were originated in such calendar year and which became Pool B Defaulted Managed Receivables at any time during or after such calendar year divided by (ii) the aggregate original cost of the equipment related to all Pool B Managed Receivables with respect to such Underlying Originator which were originated during such calendar year.

“ Pool B Managed Receivable Recoveries ” means, with respect to a Pool B Defaulted Managed Receivable with respect to an Underlying Originator, all payments that such Underlying Originator received from or on behalf of the related obligor in respect of such Pool B Defaulted Managed Receivable or from the repossession, liquidation or re-leasing of the related collateral, including but not limited to scheduled payments, overdue payments, payments under related guarantees and insurance proceeds.

“ Pool B Managed Receivables ” means, with respect to an Underlying Originator, all lease or loan agreements originated and/or serviced by such Underlying Originator or any Affiliate thereof related to equipment with an original cost of less than $100,000.

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

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

(i) an amount equal to the Global Overconcentration Amount at such time multiplied by a fraction the numerator of which is the aggregate Discounted Balances of all Eligible Pool B Receivables at such time and the denominator of which is the aggregate Discounted Balances of all Eligible Receivables at such time;

(ii) [Intentionally omitted];

(iii) the amount by which the sum of the Discounted Balances of all Eligible Pool B Receivables related to any one Underlying Obligor (or Affiliate thereof) at such time exceeds $500,000;

(iv) the amount by which the sum of the Discounted Balances of all Eligible Pool B Receivables with respect which the related Contract has a remaining term greater than 84 months exceeds 5% of the sum of the Discounted Balances of all Eligible Pool B Receivables at such time; and

(v) the sum of the amounts by which the Discounted Balance of any Eligible Pool B Receivable related to any one Underlying Originator exceeds the lowest of the following amounts (such lowest amount being referred to herein as the “ Pool B Adjusted Advance Amount ” with respect to such Eligible Pool B Receivable):

(x)

the sum of (A) Cash Reserves related to such Eligible Pool B Receivable and (B) 1.00 minus the Pool B Advance Rate Factor related to such Underlying Originator multiplied by the aggregate

Pool B Underlying Contract DPVs related to all Underlying Contracts sold or pledged by such Underlying Originator with respect to such Eligible Pool B Receivable;

(y)

100% of the Amortized Equipment Cost with respect to such Eligible Pool B Receivable; and

(z)

the sum of Cash Reserves related to such Eligible Pool B Receivable and 97% of the Pool B Underlying Contract DPVs related to all Underlying Contracts sold or pledged by such Underlying Originator with respect to such Eligible Pool B Receivable.

“ Pool B Receivable ” means the rights to all payments from an Obligor under a Pool B Contract, including, without limitation, any right to the payment with respect to (i) Scheduled Payments and Underlying Scheduled Payments, (ii) any prepayments or overdue payments made with respect to such Scheduled Payments and Underlying Scheduled Payments, (iii) any Guaranty Amounts, (iv) any Insurance Proceeds, (v) any Servicing Charges and (vi) any Recoveries.

“ Pool B Termination Event ” means, with respect to an Underlying Originator, the occurrence of any of the following events:

(i) the rolling weighted average of the Underlying Delinquency Rates with respect to such Underlying Originator in respect of any three consecutive Collection Periods exceeds 8%;

(ii) the Pool B Annualized Net Loss Rate with respect to such Underlying Originator in respect of any Collection Period exceeds 6% (or, with respect to the Pool B Annualized Net Loss Rate calculated in connection with solely the first two Collection Periods following the relevant Applicable Date, 8%);

(iii) the current amount of recourse, if any, against such Underlying Originator with respect to its obligations under the related Underlying Originator Loan Contract is less than 5% of the maximum amount of such recourse; or

(iv) the occurrence of any Bankruptcy Event in respect of such Underlying Originator.

“ Pool B Underlying Contract DPV ” means, with respect to any Underlying Contract, as of any date of determination, the present value of the aggregate amount of Underlying Scheduled Payments (including any Balloon Payment or Put Payment but, in any event, calculated without giving effect to any booked residual value with respect to any related Equipment) due or to become due under the terms of the related Underlying Contract, which remain unpaid as of such date of determination, calculated by discounting such aggregate amount of Underlying Scheduled Payments to such date of determination at an annual rate equal to the rate per annum of the interest payable under the Pool B Contract related to such Underlying Contract.

“ Practice Acquisition Loan Contract ” means, collectively, a “Term Note (Level Payments)” together with the “Master Loan and Security Agreement” related thereto and incorporated by reference therein, each in the form attached hereto as Exhibit D-3 (as such exhibit may be updated from time to time by the Borrower with the consent of the Agent) or a loan agreement and promissory note otherwise approved by the Servicer in compliance with the Credit and Collection Policy, pursuant to which Originator makes a loan to an Obligor to enable such Obligor to acquire a dental practice, secured by Equipment related to the practice of dentistry and certain non-equipment assets, together with all schedules, supplements and amendments thereto and each other document and instrument related thereto.

“ Prepayment Amount ” means the principal amount of Loans repaid by the Borrower in connection with an optional prepayment of Loans made by the Borrower pursuant to Section 2.20 hereof.

“ Prepayment Date ” means any date on which an optional prepayment of Loans is made by the Borrower pursuant to Section 2.20 hereof.

“ Program Termination Cure Event ” means, following the occurrence of a Program Termination Event described in clause (viii) of the definition thereof, the cure of such Program Termination Event, provided that, in any event, no other Program Termination Event shall have occurred and be continuing.

“ Program Termination 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 Program Termination Date pursuant to any other subsection of Section 7.01 or (iii) the date of the declaration of the Program Termination Date by, and at the option of, the Lender upon the occurrence of a Program Termination Event.

“ Program Termination 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, the Issuer or any Affiliate thereof contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of the Lender, the Issuer or any Affiliate contemplated hereby may reasonably be expected to cause the Lender, the Issuer or the Person, if any, then acting as the administrator or the manager for the Lender and/or the Issuer, or any of their respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences;

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

(iii) the Facility Maturity Date shall have occurred;

(iv) [intentionally omitted];

(v) [intentionally omitted];

(vi) [intentionally omitted];

(vii) a Servicer Default has occurred and is continuing; or

(viii) (1) any Qualifying Swap Counterparty ceases to maintain the long-term debt ratings required of a Qualifying Swap Counterparty and (A) does not post cash collateral in a manner acceptable to the Agent and the Rating Agencies within 45 days and (B) is not replaced within 45 days by a replacement acceptable to the Agent or (2) the Borrower fails to comply with any term, covenant or agreement hereunder related to the maintenance of any Qualifying Interest Rate Swaps; or

(ix) the occurrence of three or more Pool A Termination Events and/or Pool B Termination Events.

“ Purchase and Contribution Agreement ” means that certain Purchase and Contribution Agreement, dated as of the date hereof, between the PCA 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 hereof.

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

“ Put Payment ” means with respect to any Contract or Underlying Contract constituting a lease, the payment, if any, required to be made by the Obligor under the terms of such lease in connection with the required purchase by such Obligor or Underlying Obligor of the related Equipment or Underlying Equipment at the end of the term of such lease.

“ Qualifying Interest Rate Swap ” means (X) an interest rate swap agreement (i) between the Borrower and a Qualifying Swap Counterparty, (ii) under which the Borrower shall receive a floating rate of interest based on a Eurodollar Index acceptable to the Agent in exchange for the payment by the Borrower of a fixed rate of interest equal to the applicable Swapped Rate, (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 equal to the aggregate principal amount of the Loans advanced on such effective date 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 Swap Counterparty ” means HVB as long as it has a long-term debt rating of at least “A” from S&P and “A2” from Moody’s or posts cash collateral in a manner satisfactory to the Agent and the Rating Agencies or, if HVB does not meet such criteria, any other financial institution that is in the business of entering into interest rate swap transactions, is acceptable to the Agent and has a long-term debt rating of at least “A” from S&P and “A2” from Moody’s or posts cash collateral in a manner satisfactory to the Agent and the Rating Agencies.

“ 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.

“ RCC ” means RCC Commercial, Inc., a Delaware corporation.

“ Receivable ” means a Pool A Receivable or a Pool B Receivable.

“ Receivable File ” means with respect to each Receivable:

(a) if such Receivable is related to a Lease Contract the following items (collectively, a “ Pool A Lease File ”):

(i) true copies of the related (1) original, executed Lease Contract, a facsimile copy thereof (with respect to Equipment having an original cost of less than $100,000) or a machine copy of the Lease Contract certified by an authorized officer of the Borrower and stamped “I hereby certify that this is a true and exact copy of the original” (2) delivery/installation certificate or acknowledgment and acceptance of delivery certificate, (3) Insurance Certificate if such Receivable related to Equipment with an original cost in excess of $100,000, (4) other than with respect to a Lease Contract related to Equipment which has an original cost of less than $25,000 if such Lease Contract is a Dollar Purchase Option Contract or $50,000 if such Lease Contract is a FMV Contract, a “transmittal order” from the Servicer to a filing service company and an “in process report” from such filing service company to the Servicer (or other evidence of the submission of the related UCC financing statement for filing in the appropriate filing office) and, within 45 days of the related Contract being executed, a file-stamped copy of the related UCC financing statement and (5) vendor order(s) or invoice(s), and

(ii) if received by the Servicer or the Borrower, true executed copies of the related (1) corporate resolution, (2) guaranty, (3) automatic loan/lease contract payment plan authorization form, (4) agreement for advances, (5) landlord’s consent, (6) landlord’s waiver and (7) other documents to have been received;

(b) if such Receivable is related to a Loan Contract or a Practice Acquisition Loan Contract the following items (collectively, a “ Pool A Loan File ”):

(i) true copies of the related (1) promissory note, which shall be the original, executed copy thereof, (2) “Master Loan and Security Agreement”, (3) Insurance Certificate if such Receivable related to Equipment with an original cost in excess of $100,000 and (4) other than with respect to a Receivable related to Equipment which has an original cost of less than $25,000, a “transmittal order” from the Servicer to a filing service company and an “in process report” from such filing service company to the Servicer (or other evidence of the submission of the related UCC financing statement for filing in the appropriate filing office) and, within 45 days of the related Contract being executed, a file-stamped copy of the related UCC financing statement, and

(ii) if received by the Servicer or the Borrower, true, executed copies of the related (1) loan agreement, (2) personal guaranty, (3) vendor guaranty, (4) corporate resolution, (5) affidavit for judgment by confession (photocopy only), (6) automatic loan/lease contract payment plan authorization form, (7) agreement to assign lease, (8) landlord’s consent, (9) landlord’s waiver and (10) vendor order(s) or invoice(s);

(c) if such Receivable is related to an Underlying Originator Loan Contract the following items (collectively, a “ Pool B Master Receivable File ”):

(i) original, executed copies of the related (1) promissory note, which shall be the original, executed copy thereof (with fully executed, original Allonge attached thereto) unless such Underlying Originator Loan Contract is in the form of a Master Purchase and Sale Agreement,” (2) security agreement, (3) Insurance Certificate if such Underlying Originator Loan Contract related to Equipment with an original cost in excess of $100,000 and (4) a “transmittal order” from the Servicer to a filing service company and an “in process report” from such filing service company to the Servicer (or other evidence of the submission of the related UCC financing statement for filing in the appropriate filing office) and, within 45 days of the related Contract being executed, a file-stamped copy of the related UCC financing statement,

(ii) if received by the Servicer or the Borrower, true executed copies of the related (1) loan agreement, (2) personal guaranty, (3) vendor guaranty, (4) corporate resolution, (5) affidavit for judgment by confession (photocopy only) and (6) automatic loan contract payment plan authorization form; provided, that, in the case of a Receivable that is Pledged in connection with the initial Borrowing hereunder, the items listed in this clause (ii) need not be included in the Receivable File related to such Receivable prior to the 120th day following the Pledge of such Receivable hereunder,

(d) if such Receivable is related to a Underlying Originator Loan Contract which finances an Underlying Lease Contract the following items (collectively, a “ Pool B Underlying Lease File ”):

(i) original, executed copies of the related (1) Underlying Lease Contract, (2) delivery/installation certificate or acknowledgment and acceptance of delivery certificate, (3) purchase agreement, (4) Underlying Insurance Certificate if such Underlying Lease Contract related to Equipment with an original cost in excess of $100,000, (5) other than with respect to an Underlying Lease Contract related to Equipment which has an original cost of less than $25,000 if such Underlying Lease Contract is a Dollar Purchase Option Contract or $50,000 if such Underlying Lease Contract is a FMV Contract a “transmittal order” from the Underlying Originator to a filing service company and an “in process report” from such filing service company to the Underlying Originator (or other evidence of the submission of the related UCC financing statement for filing in the appropriate filing office) and, within 45 days of the related Underlying Lease Contract being executed, a file-stamped copy of the related UCC financing statement and (6) vendor order or invoice, and

(ii) if received by the Servicer or the Borrower, true, executed copies of the following items relating to the Underlying Lease Contract: (1) corporate resolution, (2) guaranty, (3) automatic lease contract payment plan authorization form, (4) agreement for advances, (5) landlord’s consent and (6) landlord’s waiver;

(e) if such Receivable is related to an Underlying Originator Loan Contract which finances an Underlying Loan Contract the following items (collectively, a “ Pool B Underlying Loan File ”):

(i) original, executed copies of the related (1) promissory note, which shall be the original, executed copy thereof, (2) security agreement, (3) Underlying Insurance Certificate if such Underlying Loan Contract related to Equipment with an original cost in excess of $100,000 and (4) other than with respect to an Underlying Loan Contract related to Equipment which has an original cost of less than $25,000 a “transmittal order” from the Underlying Originator to a filing service company and an “in process report” from such filing service company to the Underlying Originator (or other evidence of the submission of the related UCC financing statement for filing in the appropriate filing office) and, within 45 days of the related Contract being executed, a file-stamped copy of the related UCC financing statement, and

(ii) if received by the Servicer or the Borrower, true, executed copies of the following items relating to the Underlying Loan Contract: (1) loan agreement, (2) personal guaranty, (3) vendor guaranty, (4) corporate resolution, (5) affidavit for judgment by confession (photocopy only), (6) automatic loan contract payment plan authorization form, (7) agreement to assign lease, (8) landlord’s consent, (9) landlord’s waiver and (10) vendor order or invoice; and

In addition, if the Obligor Collateral related to such Receivable (other than a Vehicle Sublimit Pledged Receivable) is a Vehicle, the related Receivable File shall include the original copy of the Certificate of Title with respect to such Vehicle which such Certificate of Title notes the owner of such Vehicle as being the Borrower and indicates “Bayerische Hypo- und Vereinsbank AG, New York Branch, as Agent” as the sole lienholder with respect to such Vehicle or (prior to the 90th day after such Receivable was first included in the calculation of the Eligible Receivables Balance, if such Certificate of Title has not yet been received by the Servicer or the Borrower) a copy of the application for such Certificate of Title.

“ 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, tapes, disks, punch cards and related property and rights) maintained with respect to Receivables and the related Obligors which the Borrower has itself generated, 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 Collection Period during which, or any Collection Period after the date on which, any Receivable becomes a Defaulted Receivable or Missed Payment/Modified Receivable and with respect to such Defaulted Receivable or Missed Payment/Modified Receivable, all payments that the Servicer received from or on behalf of the related Obligor during such Collection Period in respect of such Defaulted Receivable or Missed Payment/Modified Receivable or from the repossession, liquidation or re-leasing of the related

Obligor Collateral, including but not limited to Scheduled Payments, Overdue Payments, Guaranty Amounts 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 and property subject thereto from time to time securing or purporting to secure 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 Price ” means, with respect to a Pledged Receivable to be released hereunder, an amount equal to the Discounted Balance of such Pledged Receivable at the time of such release.

“ Remittance Date ” means the twenty-second (22 ^nd ) day of each month beginning May, 2006, 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.

“ Replacement Receivable ” has the meaning set forth in Section 2.07 hereof.

“ Resource America ” means Resource America, Inc., a Delaware corporation.

“ 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 or (ii) applicable to any new Loan arising as a result of a Borrowing on a Subsequent Borrowing Date.

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

“ Scheduled Payments ” means, with respect to any Receivable, the periodic payments payable under the terms of the related Contract (but not including any such periodic payment to the extent paid in advance by the related Obligor).

“ Security Deposit ” means any amount paid to the Servicer or the Borrower by an Obligor as a security deposit, which has not previously been refunded to such Obligor (for purposes of clarification, a Cash Reserve shall not be deemed to constitute a Security Deposit).

“ Security Deposit Account ” has the meaning assigned to that term in Section 2.06 .

“ Security Deposit Account Agreement ” means that certain Securities Account Agreement, dated the date of this Agreement, among Originator, the Borrower, the Servicer, the Agent’s Bank and the Agent, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

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

“ Servicer Advance ” has the meaning assigned to such term in Section 6.21 .

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

(i) the failure of the Servicer to deliver any payments, collections 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, and such failure remains unremedied for two Business Days;

(ii) the failure of the Servicer to satisfy any of its reporting, 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 15 days after the Servicer first has knowledge, whether constructive or actual, of such failure;

(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;

(iv) the occurrence of an Event of Default;

(v) the occurrence of a Program Termination Event described in clause (ix) of the definition of Program Termination Events; or

(vi) the occurrence of any Bankruptcy Event in respect of the Servicer.

“ 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 Collection Period and Scheduled Payments for the related Collection Period and (b) any other incidental charges or fees received from an Obligor, including, but not limited to, late fees, collection fees, taxes and charges for insufficient funds.

“ Servicing Fee ” means, for any Fee 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 (i) the Servicing Fee Rate multiplied by (ii) the Net Eligible Receivables Balance as of the first day of such Fee Period multiplied by (iii) a fraction, the numerator of which shall be the actual number of days in such Fee Period and the denominator of which shall be 360.

“ Servicing Fee Rate ” means 1.00%.

“ Stand Alone Working Capital Loan ” means a loan to a medical or dental practice that may be secured by all assets of such medical or dental practice or that might be unsecured.

“ Standby Backup Servicer’s Fee ” means, for any Fee Period or portion thereof prior to the occurrence of a Servicer Default and the appointment of the Backup Servicer as Servicer hereunder, 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 greater of (i) the Standby Backup Servicing Fee Rate, multiplied by the Net Eligible Receivables Balance as of the first day of such Fee Period, multiplied by a fraction, the numerator of which shall be the actual number of days in such Fee Period and the denominator of which shall be 360, or (ii) $1,500.

“ Standby Backup Servicing Fee Rate ” means .034%.

“ State ” means one of the fifty states of the United States or the District of Columbia.

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

“ Subsequent Borrowing Date ” means each Business Day occurring after the initial Borrowing Date on which the Borrower determines to request an additional Borrowing from the Lender.

“ Swapped Rate ” means, with respect to any Qualifying Interest Rate Swap, 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 Swap in order to receive the floating rate of interest provided for under such Qualifying Interest Rate Swap.

“ Tangible Net Worth ” means, with respect to any Person, the amount calculated in accordance with GAAP (but without giving effect to any adjustments for other comprehensive income pursuant to the Statements of Financial Accounting Standards Nos. 133 and 138 issued by the Financial Accounting Standard Board) as (i) the consolidated net worth of such Person and its consolidated subsidiaries, plus (ii) to the extent not otherwise included in such consolidated net worth, unsecured subordinated Debt of such Person and its consolidated subsidiaries, the terms and conditions of which are reasonably satisfactory to the Agent, minus (iii) the consolidated intangibles of such Person 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, the Limited Guaranty and Indemnification Agreement, any Originator Sale Agreement, the PCA Seller Assignment Agreement, the Limited Guaranty and Indemnification Agreement (TRS), the Lockbox Intercreditor Agreement, the Collection Account Agreement, the Security Deposit Account Agreement, each Cash Reserve Account Agreement, the Fee Letter, the Custodial Agreement, the Northern Lease Bailment Agreement, Northern Lease Bailment Agreement Direction Letter, the Originator Insurance Agreement and each Qualifying Interest Rate Swap and each document and instrument related to any of the foregoing.

“ Transition Costs ” means any documented expenses and allocated cost of personnel reasonably incurred by the Backup Servicer in connection with a transfer of servicing from the Servicer to the Backup Servicer as the successor Servicer; provided, that such expenses and allocated costs do not exceed $60,000.

“ TRS ” means Resource TRS, Inc., a Delaware corporation.

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

“ Underlying Collateral ” means the Underlying Equipment leased or sold to an Underlying Obligor, or serving otherwise as collateral for a loan to an Underlying Obligor under an Underlying Contract.

“ Underlying Contract ” means an Underlying Lease Contract or an Underlying Loan Contract.

“ Underlying Contract Event of Default ” means, as of any time of determination, the occurrence and continuation of any of the following events with respect to any Underlying Contract:

(i) any Underlying Scheduled Payment (or other amount payable under the terms of the related Underlying Contract) remains unpaid for more than 120 days after the due date therefor set forth in such Underlying Contract;

(ii) the first or second Underlying Scheduled Payment is not paid in full when due under the related Underlying Contract;

(iii) any payment or other material terms of the related Underlying Contract have been modified due to credit related reasons after such Underlying Contract was acquired by Originator;

(iv) such Underlying Contract has been or should be charged off as a result of the occurrence of a Bankruptcy Event with respect to the related Underlying Obligor, if any, or has been or should otherwise be deemed uncollectible by the Underlying Originator in accordance with its credit and collection policy; or

(v) the related Underlying Equipment has been repossessed.

“ Underlying Delinquency Rate ” means with respect to any Underlying Originator, as of any date of determination, an amount (expressed as a percentage) equal to (i) the aggregate Discounted Balances of all Underlying Contracts related to such Underlying Originator as to which any part of any Underlying Scheduled Payment (or other amount payable under the terms of the related Underlying Contract) remains unpaid for more than 30 days but not more than 120 days after the due date therefor set forth in such Underlying Contract as of the last day of the immediately preceding Collection Period divided by (ii) the aggregate Discounted Balances with respect to all Eligible Pool B Underlying Lease Contracts and Eligible Pool B Underlying Loan Contracts related to such Underlying Originator as of such day.

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

“ Underlying Insurance Certificate ” means with respect to any Pool B Receivable, the insurance certificate related to the Underlying Insurance Policy with respect to the Underlying Contract relating to such Receivable (which insurance certificate shall list the Originator or the Underlying Originator as the loss payee).

“ Underlying Insurance Policy ” means, with respect to any Underlying Collateral, the insurance policy maintained by or on behalf of the Obligor pursuant to the related Contract that covers physical damage to the related Equipment (in an amount sufficient to insure completely the value of such Equipment) and general liability (including policies procured by the Borrower or the Servicer, or any agent thereof, on behalf of the Obligor)

“ Underlying Lease Contract ” means a lease contract pursuant to which Underlying Equipment is leased to an Underlying Obligor by an Underlying Originator, together with all schedules, supplements and amendments thereto and each other document and instrument related to such lease contract.

“ Underlying Lease Documents ” means, with respect to any Pool B Receivable, the Underlying Lease Contract and all agreements, documents or instruments evidencing, securing, guaranteeing or otherwise relating to the obligations of the Underlying Obligor thereunder.

“ Underlying Loan Contract ” means, collectively, a promissory note, a loan agreement and a security agreement pursuant to which an Underlying Originator makes a loan to an Underlying Obligor secured by Underlying Equipment owned by such Underlying Obligor, together with all schedules, supplements and amendments thereto and each other document and instrument related thereto.

“ Underlying Loan Documents ” means, with respect to any Pool B Receivable, the Underlying Loan Contract and all agreements, documents or instruments evidencing, securing,

guaranteeing or otherwise relating to the obligations of the Underlying Obligor thereunder, including, without limitation, the note or notes evidencing such indebtedness.

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

“ Underlying Originator ” means an Obligor engaged, in the ordinary course of business in providing financing to Underlying Obligors for the purposes of acquiring Underlying Equipment.

“ Underlying Originator Loan Contract ” means, collectively, a “Master Purchase and Sale Agreement,” a “Master Loan and Security Agreement,” or a “Loan and Security Agreement,” each of which complies with all of the criteria set forth in Exhibit D-4 hereto (as such exhibit may be updated from time to time by the Borrower with the consent of the Agent), pursuant to which Originator makes a purchase of Underlying Originator Loan Collateral from an Underlying Originator or makes a loan to an Underlying Originator secured by Underlying Originator Loan Collateral, together with all schedules, supplements and amendments thereto and each other document and instrument related thereto.

“ Underlying Originator Loan Collateral ” means Underlying Loan Contracts and Underlying Lease Contracts and all other assets of the Underlying Originators which secure the obligations of Underlying Originators under an Underlying Originator Loan Contract, or which are sold to the Originator by Underlying Originators under an Underlying Originator Loan Contract, in each case whether now owned or hereafter acquired, and including without limitation the Underlying Loan Documents, the Underlying Lease Documents, Underlying Security Deposit (if any) and the Underlying Equipment related thereto, together with all proceeds of every kind and nature, including proceeds of proceeds, of any and all of the foregoing.

“ Underlying Originator Credit and Collection Policy ” means the credit and collection policy of an Underlying Originator, as such policy may hereafter be amended, modified or supplemented from time to time in compliance with this Agreement.

“ Underlying Scheduled Payments ” means, with respect to any Underlying Contract, the periodic payments payable under the terms of such Underlying Contract (but not including any such periodic payment to the extent paid in advance by the related Underlying Obligor).

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

“ 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.

“ Vehicle ” means a new or a used automobile, minivan, sports utility vehicle, light duty truck or heavy duty truck.

“ Vehicle Sublimit Pledged Receivable ” means a Pledged Receivable, with respect to which the related Obligor Collateral or Underlying Collateral is a Vehicle or other type of equipment which requires a security interest therein to be noted on the certificate of title with respect thereto in order to be perfected, but the Borrower has not forwarded to the Custodian for inclusion in the appropriate Receivable File an original Certificate of Title which indicates the owner of the related Vehicle as being the Borrower and indicates “Bayerische Hypo- und Vereinsbank AG, New York Branch, as Agent” as the sole lienholder with respect to such Vehicle.

“ Vendor Overconcentration Limit ” means, for each of the vendors set forth in the following table, the percentage set forth opposite the name of such vendor, and for any other vendor, 5%:

Vendor

Vendor Overconcentration Limit

Toshiba Corporation

15%

General Electric Company

15%

Varian Medical Systems Inc.

10%

Century Medical Distributors Ltd.

10%

CTI Molecular Imaging, Inc.

10%

Hitachi, Ltd.

10%

Konica Minolta Holdings, Inc.

10%

Canon Inc.

10%

Koninklijke Phillips Electronics N.V.

10%

“ Weighted Average Remaining Life ” means, (the sum of the ratios, numerator of which is the principal portion of the monthly repayment multiplied by the number of the period at such time and denominator of which is the sum of discounted balance of total eligible receivables at such time) divided by 12.

“ Weighted Average Swapped 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 Swaps as of such date of determination) of the Swapped Rates of the Qualifying Interest Rate Swaps in effect on such date of determination.

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

YR x L x ED

360

provided , however , that (i) no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable law and (ii) Yield shall not be considered paid by any distribution if at any time such distribution is required to be rescinded by the Lender to the Borrower or any other Person for any reason including, without limitation, such distribution becoming void or otherwise avoidable under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code.

“ Yield Rate ” means, with respect to any Fixed Period for any Loan allocated to such Fixed Period:

(i) to the extent the Lender will be funding the applicable Loan on the first day of such Fixed Period through the issuance of commercial paper, a rate equal to the CP Rate for such Fixed Period; and

(ii) to the extent the Lender will not be funding the applicable Loan through the issuance of commercial paper and/or to the extent that such Fixed Period (or any portion thereof) shall occur after a Program Termination Date, Pool A Termination Event or Pool B Termination Event (x) a rate equal to the Non-CP Rate for such Fixed Period or (y) such other rate as the Agent and the Borrower shall agree to in writing;

provided , however , that upon the occurrence of any Event of Default the applicable Yield Rate for all Fixed Periods in effect at the time of such occurrence shall convert to, and for all Fixed Periods that come into effect after any Event of Default shall be, the Default Funding Rate.

SECTION 1.02 Other Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

SECTION 1.03 Computation of Time Periods . Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

ARTICLE II.

THE RECEIVABLES FACILITY

SECTION 2.01 Borrowings . On the terms and conditions hereinafter set forth, the Lender shall make loans (“ Loans ”) to the Borrower secured by Pledged Assets from time to time during the period from the date hereof until the earlier of the Program Termination Date or the Facility Maturity Date. Separate Loans will be made to finance the Borrower’s acquisition of (x) Pool A Receivables (“ Pool A Loans ”) and (y) Pool B Receivables (“ Pool B Loans ”), and no Loan shall finance both Pool A Receivables and Pool B Receivables. Under no circumstances shall the Lender make, or the Borrower request, any Loan if (a) the principal amount of such Loan is less than $500,000, or (b) after giving effect to the Borrowing of such Loan, either (i) a Program Termination Event or an event that but for notice or lapse of time or both would constitute a Program Termination Event has occurred and is continuing or (ii) the aggregate Facility Amount hereunder would exceed the lesser of (A) the Borrowing Limit and (B) the Borrowing Base. Under no circumstances shall the Lender make, or the Borrower request, any Loan secured by Pool A Receivables if after giving effect to the Borrowing of such Loan, either (1) the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool A Receivables, would exceed the Pool A Borrowing Base or (2) a Pool A Termination Event shall exist. Under no circumstances shall the Lender make, or the Borrower request, any Loan secured by any Pool B Receivable if after giving effect to the Borrowing of such Loan, either (1) the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool B Receivables, would exceed the Pool B Borrowing Base or (2) a Pool B Termination Event shall exist with respect to the Underlying Originator related to such Pool B Receivable.

SECTION 2.02 The Initial Borrowing and Subsequent Borrowings . (a) Until the occurrence of the earlier of the Program Termination Date and the Facility Maturity Date, the Lender will make Loans on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.

(b) (i) The initial Borrowing shall be made on at least four (4) Business Days’ irrevocable written notice from the Borrower to the Agent and each Subsequent Borrowing shall be made on at least three (3) Business Days’ irrevocable written notice from the Borrower to the Agent (any such written notice, a “ Notice of Borrowing ”), provided that such Notice of Borrowing is received by the Agent no later than 12:00 noon (New York City time) on the Business Day of receipt. Any Notice of Borrowing received after 12:00 noon (New York City time) shall be deemed received prior to 12:00 noon (New York City time) on the following Business Day. Each such Notice of Borrowing shall specify (A) the aggregate amount of such Borrowing, (B) the date of such Borrowing, (C) the allocation of the Loans as Pool A Loans and Pool B Loans, and (D) the Eligible Pool A Receivables and the Eligible Pool B Receivables to be Pledged in connection with such Borrowing (and upon such Borrowing, such Receivables shall be Pledged Receivables hereunder). On the date of each Borrowing, the Lender shall, upon satisfaction of the applicable conditions set forth in Article III , make available to the Borrower on the applicable Borrowing Date, no later than 2:00 P.M. (New York City time), in same day

funds, the amount of such Borrowing (net of amounts payable to or for the benefit of the Lender), by payment into the account which the Borrower has designated in writing.

(ii) Each Notice of Borrowing delivered to the Agent pursuant to this Section 2.02(b) shall be accompanied by a copy of the Notice of Pledge (and the Receivables Schedule attached thereto), which was sent to the Custodian pursuant to the terms of the Custodial Agreement in connection with the pledge of Eligible Receivables to be made in connection therewith.

(d) Subject to Section 2.20 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Loans, on and after the date hereof and prior to the earlier to occur of the Facility Maturity Date and the Program Termination Date.

(e) Determinations by the Lender of the existence of any CP Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any CP Disruption Event on its making or maintaining Loans at the CP Rate, shall be conclusive absent manifest error.

(f) Determinations by the Lender of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Loans at the Adjusted Eurodollar Rate, shall be conclusive absent manifest error.

SECTION 2.03 [ Intentionally Omitted ].

SECTION 2.04 Determination of Fixed Periods . (a) Subject to Section 2.04(c), the Yield Rate to apply to all Loans outstanding shall be the CP Rate. The initial Fixed Period applicable to any new Loan arising as a result of a Borrowing shall commence on, and include, the date of such Borrowing and shall terminate on, and include, the day immediately prior to the next occurring Remittance Date or such earlier date as the Agent may determine (an “ Early Fixed Period Termination Date ”); provided, that the initial Fixed Period applic

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(1.00 - ARF ^A ) X NERB ^A

the Pool A Advance Rate Factor; and

the Pool A Net Eligible Receivables Balance.

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