SIXTH AMENDMENT TO RECEIVABLES LOAN AND SECURITY AGREEMENT

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Sixth Amendment to RLSA

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Sixth Amendment to RLSA

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Sixth Amendment to RLSA

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U.S. $250,000,000

as the Backup Servicer

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

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

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

(3)             MORGAN STANLEY BANK (“ Morgan Stanley ”), as a Lender and Collateral Agent (as defined herein);

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

(5)             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:

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 6.11(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.  The Active Backup Servicer’s Fees shall also include reasonable out-of-pocket expenses incurred by the Backup Servicer in performing its duties as Servicer.

“ Active Backup Servicing Fee Rate ” means 1.00%.

“ Active Backup Servicer’s Indemnified Amounts ” has the meaning assigned to that term in Section 6.09.

“ Adjusted Eurodollar Rate ” means, (i) on and prior to November 23, 2008, with respect to any Interest Period for any Loan allocated to such Interest 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/ 16 100 of 1%) reported during such Interest 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 such Lender that, in the Lender’s reasonable judgment, accurately reflects such London Interbank Offered Rate), and (ii) thereafter, with

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

“ 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 Collateral Agent or (ii) any Permitted Lien.

“ Affected Party ” has the meaning assigned to that term in Section 2.09 .

“ 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.

“ 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 .

“ 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 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.

“ Annualized Default Rate ” means, as of any date of determination after the end of the first Collection Period following the date hereof, 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 became Defaulted Receivables during the six (or such lesser number of Collection Periods since the date hereof) immediately preceding Collection Periods and (B) 2 (if six or more Collection Periods have occurred since the date hereof), 2.4 (if five Collection Periods have occurred since the date hereof), 3 (if four Collection Periods have occurred since the date hereof), 4 (if three Collection Periods have occurred since the date hereof), 6 (if two Collection Periods have occurred since the date hereof) or 12 (if one Collection Period has occurred since the date hereof) divided by (ii) the average Eligible Receivables Balance as of the first Business Day of each of the six (or such lesser number of Collection Periods since the date hereof) immediately preceding Collection Periods.

“ Annualized Net Loss Rate ” means, as of any date of determination after the end of the first Collection Period following the date hereof, 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 became Defaulted Receivables during the six (or such lesser number of Collection Periods since the date hereof) immediately preceding Collection Periods minus (y) Recoveries received during the six (or such lesser number of Collection Periods since the date hereof) immediately preceding Collection Periods and (B) 2 (if six or more Collection Periods have occurred since the date hereof), 2.4 (if five Collection Periods have occurred since the date hereof), 3 (if four Collection Periods have occurred since the date hereof), 4 (if three Collection Periods have occurred since the date hereof), 6 (if two Collection Periods have occurred since the date hereof) or 12 (if one Collection Period has occurred since the date hereof) divided by (ii) the Eligible Receivables Balance as of the first Business Day of the six (or such lesser number of Collection Periods since the date hereof) immediately preceding Collection Periods.

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

“ Approved Lienholder ” means any Person that (i) has entered into a Nominee Lienholder Agreement, a copy of which has been delivered by the Collateral Agent to the Custodian and (ii) appears on the list of approved lienholders provided by LEAF Financial Corporation to the Custodian from time to time.

“ Assigned Documents ” has the meaning assigned to that term in Section 2.10 .

“ Assignment ” has the meaning set forth in the Purchase and Sale 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 2.04(c) .

“ Backup Servicer ” means Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services) or any successor Backup Servicer appointed by the Lender pursuant to Section 6.13 .

“ Backup Servicer Delivery Date ” has the meaning assigned to that term in Section 6.10(d) .

“ 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

“ 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 Lender 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 Lender.  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.

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

“ Borrower Pension Plan ” means a “pension plan” as such term is defined in section 3(2) of ERISA, which is subject to title IV of ERISA and to which the Borrower or any ERISA Affiliate of Borrower may have any liability, including any liability by reason of having been a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.

“ 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 Borrower (or the initial Servicer on its behalf) for the benefit of Lender pursuant to Section 6.10(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 $250,000,000, as such amount may be increased pursuant to Section 2.16 ; 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 Interest Period during which such Loans are repaid (in whole or in part) prior to the end of such Interest Period, the breakage costs, if any, related to such repayment plus the amount, if any, by which (i) interest (calculated without taking into account any Breakage Fee), which would have accrued on the amount of the payment of such Loans during such Interest Period (as so computed) if such payment had not been made, as the case may be, exceeds (ii) the sum of (A) interest actually received by the Lender in respect of such Loans for such Interest 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.

“ 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, St. Paul, Minnesota or Salt Lake City, Utah; provided , that, if

“ 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 Lender 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 Lender, 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 2.06 .

“ Cash Reserve Account Agreement ” means any Securities Account Agreement with respect to any Cash Reserve Account established by an Originator, among the Borrower, the Servicer, the Lender’s Bank and the Lender, in form and substance satisfactory to the parties thereto, 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, (i) if such Vehicle is registered in Florida, (x) to the extent the related Receivable has been originated by an Originator, an original certificate of title or (y) to the extent the related Receivable has been Originated by a Person other than an Originator, (A) an original certificate of title or (B) if the original certificate of title has been sent to the registered owner of such Vehicle, an original computer confirmation of lien, (ii) if such Vehicle is registered in Kansas, a true copy of the application for certificate of  title and registration, (iii) if such Vehicle is registered in Kentucky, an original notice of lien, (iv) if such Vehicle is registered in Maryland, an original notice of security interest filing, (v) if such Vehicle is registered in Minnesota, an original lien card, (vi) if such Vehicle is registered in Missouri, an original notice of recorded lien, (vii) if such Vehicle is registered in Montana, a true copy of the application for certificate of title, (viii) if such Vehicle is registered in New York, an original notice of lien, (ix) if such Vehicle is registered in Oklahoma, an original, file-stamped lien entry form, (x) if such Vehicle is registered in Wisconsin, an original lien confirmation card or (xi) if such Vehicle is registered in any other State, an original certificate of title, in each case issued by the Registrar of Titles of the applicable State listing the lienholder of record with respect to such Vehicle (it being understood and agreed that solely for purposes of clauses (i) through (x) above (other than clauses (i)(x) and (i)(y)(A) ), the “original” of any document required thereby shall consist of whatever documentation has been issued by the Registrar of Titles of the related State to the lienholder).

“ Change of Control ” means that at any time (i) Owner shall own directly or indirectly less than 100% of all membership interests of the Borrower, (ii) Resource America shall own directly or indirectly less than 50.1% of all Capital Stock or voting power of the initial Servicer, (iii) the initial Servicer shall own directly or indirectly less than 80% of all Capital Stock or voting power of Originator and Owner, (iv) Resource America, Owner, the Originator or the Borrower merges or consolidates with any other Person without the prior written consent of the Lender, (v) the initial Servicer, the Owner or the Originator merges or consolidates with any other Person and the initial Servicer, the Owner or the Originator, as applicable, is not the surviving entity or (vi) either of Crit DeMent or Miles Herman is not employed in a senior management position at the initial Servicer, is not involved in the day-to-day operations of the initial Servicer or is not able to perform substantially all of his duties as an employee of the initial Servicer

 “ Closing Date ” means October 31, 2006.

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

“ Collateral Agent ” means the Lender in its capacity as collateral agent on behalf of the Secured Parties.

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

“ Collection Account ” means a special trust account (account number 106682000 at the Lender’s Bank) in the name of the Borrower and under the control 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 Lender’s Bank and the Lender, 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 interest 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 Sale Agreement, all amounts paid by the Servicer related to such Receivable in connection with its obligations under Section 6.20 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.

“ 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(u) hereof.

“ Custodial Agreement ” means that certain Custodial Agreement dated as of the date hereof among the Servicer, the Borrower, the Lender 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 a sub-custodian on its behalf) or any substitute Custodian appointed by the Lender 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 that certain “Schedule of Fees” letter dated October 19, 2006 between U.S. Bank National Association and Leaf Financial Corporation 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:

            " 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) 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 60 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 Adjusted Eurodollar Rate Margin, (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 and the Standby Backup 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 (vi) a rate per annum equal to 0.05%.

“ 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 an Underlying Contract, such Underlying Scheduled Payments to such date of determination at an annual rate equal to the Discount Rate.

“ Discrepancy Procedure ” has the meaning assigned to that term in the eighth paragraph of Section 6.13.

“ 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 initial 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 Lender (which such consent shall not be unreasonably withheld).

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

“ ERISA Affiliate ” means a corporation, trade or business that is, along with any Person, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in section 414 of the Internal Revenue Code of 1986, as amended, or section 4001 of ERISA.

“ 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 .

“ Exception Sublimit Receivable ” means a Pool A Receivable arising under a Lease Contract related to Equipment having an original cost of less than $100,000 as to which the original, executed Lease Contract has not been forwarded to the Custodian for inclusion in the related Receivable File.

“ Facility Amount ” means, at any time, the sum of the aggregate Loans Outstanding hereunder bearing interest at the Interest Rate, plus accrued interest and Fees with respect to such amounts.

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

“ Fee Letter ” has the meaning assigned to that term in Section 2.08(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) December 22, 2006.

“ Fees ” has the meaning assigned to that term in Section 2.08(a) .

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

“ 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 (x) after the first anniversary of the Closing Date or (y) the aggregate outstanding principal balance of the Loans is greater than $35,000,000, without duplication, the sum of:

“ 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.

“ Holdback Amount ” means, with respect to any Pool B Receivable, 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, but which was held back by the Originator as a liquidity reserve or similar reserve.

“ Included Repurchased Receivable ” means any Receivable repurchased by the Originator pursuant to Section 6.1(b) of the Purchase and Sale Agreement with respect to which, as of the date of repurchase, any part of any Scheduled Payment (or other amount payable under the terms of the related Contract) remained unpaid after the due date therefor set forth in such Contract.

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

“ Independent Accountants ” has the meaning assigned to that term in Section 6.11(b) .

“ Initial Qualified Swap Counterparty ” means Morgan Stanley Capital Services Inc., a Delaware corporation and its successors and permitted assigns.

“ Insurance Certificate ” means the insurance certificate related to the Insurance Policy with respect to such Receivable (which insurance certificate shall list the Servicer or 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.

“ Interest Period ” means, for any outstanding Loans, a period determined pursuant to Section 2.03(a) .

“ Interest Rate ” has the meaning assigned to such term in Section 2.03(b) .

“ LEAF Credit Facility Document ” has the meaning assigned to such term in Section 5.01(y).

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

“ LEAF Managed Entity ” means any Person for which LEAF Financial has contractually agreed (pursuant to any agreement, including, without limitation, a partnership agreement or other organizational document, management agreement or servicing agreement) to act as a manager or a servicer with respect to the equipment leases and loans owned by such Person and which is (i) contractually obligated to purchase all such leases and loans only from LEAF Financial and its affiliates and only at such seller's cost basis and (ii) not contractually limited in when it can purchase such leases and loans.

“ 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, a “Master Lease Schedule” (as such exhibits may be updated from time to time by the Borrower with the consent of the Lender), (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, Morgan Stanley and/or any other Person that is an Affiliate of Morgan Stanley 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 Morgan Stanley, 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.

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

“ Lender’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 $7,000.  The “Lender’s Bank Fee” shall also include (i) a one-time acceptance fee of $4,500 payable on the Closing Date and (ii) reasonable out-of-pocket expenses incurred by the Lender’s Bank in the performance of its duties.

“ 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.

“ 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 Lender), (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 Lender), (iii) a “Finance Agreement” in one of the forms attached as Exhibit D-2(c) or similar agreement approved in writing by the Lender (in its reasonable discretion), or (iv) a loan agreement and promissory note otherwise approved by the Servicer in compliance with the Credit and Collection Policy as to which the Servicer has notified the Collateral Agent in writing, 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 2.04 and any other amounts received by the Lender to repay the principal amounts of Loans outstanding pursuant to Section 2.15 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 Bank ” means U.S. Bank National Association and its successors in interest.

“ 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, and certain other parties.

“ Material Adverse Effect ” means a material adverse effect on (i) the ability of the Borrower, the Originator and/or the Servicer to conduct its business, (ii) the ability of the Borrower, the Originator 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, the Originator and/or the Servicer is a party, (iv) the rights and remedies of the Lender 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, (i) with respect to Resource America, a Tangible Net Worth (measured as of each fiscal quarter end) of not less than $125,000,000 and (ii) with respect to the Owner, a Tangible Net Worth (measured as of each fiscal quarter end) of not less than (x) $2,500,000 plus , (y) only if the Owner Issuance Condition has been satisfied, the product of 50.00%, times the aggregate outstanding principal balance of the Owner Secured Recourse Promissory Notes held by Persons that are not Affiliates of the Owner.

“ Monthly Remittance Report ” means a report, in substantially the form of Exhibit C , furnished by the Servicer to the Lender and each Qualifying Swap Counterparty pursuant to Section 6.10(b) and to the Backup Servicer pursuant to Section 6.10(d) .

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

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

“ Netbank Facility ” means the facility evidenced by the Receivables Loan and Security Agreement, dated as of November 1, 2007, among Leaf Capital Funding III, LLC, as borrower, LEAF Financial, Morgan Stanley, Morgan Stanley Asset Funding Inc., The Royal Bank of Scotland, U.S. Bank National Association and Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the same may be modified, amended, or supplemented from time to time.

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

“ Nominee Lienholder Agreement ” means either (i) a “Vehicle Lienholder Nominee Agreement” in the form attached hereto as Exhibit E (with such modifications as the Collateral Agent may approve) or (ii) any other nominee lienholder agreement or collateral agency agreement approved in writing by the Collateral Agent.

“ Non-Level Payment Contract ” means a Contract that does not provide for level Scheduled Payments during the term of such Contract.

“ 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 Secured Parties 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 Secured Parties 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 which evidences a security interest in the related Obligor Collateral.

“ 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 Lender, 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 Lender, is acceptable in form and substance to the Lender.

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

“ Originator Insurance Agreement ” means 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 and the Lender, as such agreement may from time to time be amended, restated, supplemented and/or otherwise modified in accordance with the terms thereof.

“ Other Commercial Contract ” means any agreement approved by the Servicer in compliance with the Credit and Collection Policy, in each case, pursuant to which the commercial Obligor thereunder agrees to make periodic payments in connection with any loan, services, rental or sale, together with all schedules, supplements and amendments thereto and each other document and instrument related thereto.

“ 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 Sale 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 by Originator to the Borrower under the Purchase and Sale 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.

“ Other Default ” has the meaning set forth in Section 5.01(y).

“ 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.

“ Owner ” means LEAF Commercial Finance Fund, LLC.

“ Owner Issuance Condition ” shall be deemed to be satisfied if, on or prior to October 1, 2008 or such other date, not later than June 1, 2009, as the Owner shall have provided by prior written notice to the Lender, (i) the Owner has received offering proceeds of at least $1,000,000 from the issuance of the Owner Secured Recourse Promissory Notes and (ii) such proceeds have been released to the Owner (and not returned to the subscribers of the Owner Secured Recourse Promissory Notes) from the escrow account described in the Owner Private Placement Memorandum.

“ Owner Private Placement Memorandum ” means that certain Private Placement Memorandum, dated October 1, 2007, as supplemented or restated from time to time, and titled “Leaf Commercial Finance Fund, LLC Secured Recourse Promissory Notes”, a copy of which has been provided to the Collateral Agent by the Owner.

“ Owner Secured Promissory Notes ” means the Secured Recourse Promissory Notes issued by the Owner pursuant to the Indenture described in Owner Private Placement Memorandum.

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

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

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 Lender’s Bank or through an Affiliate of the Lender’s Bank.

“ Permitted Liens ” means:

“ 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 2.11 .

“ 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 2.11(a) .

“ Pledged Pool B Receivables ” has the meaning assigned to that term in Section 2.11(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 Annualized Net Loss Rate ” means, as of any date of determination after the end of the third Collection Period following the date hereof, 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 during the six (or such lesser number of Collection Periods since the date hereof) immediately preceding Collection Periods minus (y) Recoveries related to Pool A Receivable received during the six (or such lesser number of Collection Periods since the date hereof) immediately preceding Collection Periods and (B) 2 (if six or more Collection Periods have occurred since the date hereof), 2.4 (if five Collection Periods have occurred since the date hereof), 3 (if four Collection Periods have occurred since the date hereof), 4 (if three Collection Periods have occurred since the date hereof), 6 (if two Collection Periods have occurred since the date hereof) or 12 (if one Collection Period has occurred since the date hereof) divided by (ii) the Eligible Pool A Receivables Balance as of the first Business Day of the six (or such lesser number of Collection Periods since the date hereof) immediately preceding Collection Periods.

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

“ Pool A Contract ” means a Lease Contract, a Loan Contract, a Practice Acquisition Loan Contract, a Real Estate Contract or an Other Commercial Contract.

“ Pool A Lease File ” has the meaning assigned to that term in clause (a) of the definition of “Receivable File”.

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

“ Pool A Loan File ” has the meaning assigned to that term in clause (b) of the definition of “Receivable File”.

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

“ Pool A Overconcentration Amount ” means, at any time, (x) after the first anniversary of the Closing Date or (y) the aggregate outstanding principal balance of the Loans is greater than $35,000,000, without duplication, the sum of:

“ 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:

            " 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 aggregate Discounted Balances of all Underlying Contracts related to such Underlying Originator which are Eligible Underlying Contracts as of the first Business Day 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, (x) the sum of the amounts calculated with respect to each Eligible Pool B Receivable, equal to the least of:

minus (y) the Pool B Overconcentration Amount.

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

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

“ Pool B Master Receivable File ” has the meaning assigned to that term in clause (c) of the definition of “Receivable File”.

“ Pool B Micro Ticket Receivables ” means a Pool B Receivable related to equipment with an original cost of less than $3000 and with respect to which the related Obligor is an Obligor approved in writing by the Lender in its sole discretion.

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

“ Pool B Overconcentration Amount ” means, at any time, (x) after the first anniversary of the Closing Date or (y) the aggregate outstanding principal balance of the Loans is greater than $35,000,000, without duplication, the sum of:

“ 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:

“ Pool B Underlying Lease File ” has the meaning assigned to that term in clause (d) of the definition of “Receivable File”.

“ Pool B Underlying Loan File ” has the meaning assigned to that term in clause (e) of the definition of “Receivable File”.

“ Practice Acquisition 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-3 (as such exhibit may be updated from time to time by the Borrower with the consent of the Lender) or a “Finance Agreement” in one of the forms attached as Exhibit D-2(c) (as such exhibit may be updated from time to time by the Borrower with the consent of the Lender) or (ii) a loan agreement and promissory note otherwise approved by the Servicer in compliance with the Credit and Collection Policy as to which the Servicer has notified the Collateral Agent in writing, in each case, pursuant to which Originator makes a loan to an Obligor to enable such Obligor to acquire a dental, medical, osteopathic medical, optometric or veterinary practice, secured by Equipment related to the practice of dentistry, medicine or veterinary medicine 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 2.15 hereof.

“ Prepayment Date ” means any date on which an optional prepayment of Loans is made by the Borrower pursuant to Section 2.15 hereof.

“ Prepayment Premium ” has the meaning ascribed thereto in the Fee Letter.

“ Program Termination Cure Event ” means the occurrence of any of the following events:

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:

“ Purchase and Sale Agreement ” means that certain Purchase and Sale Agreement, dated as of the date hereof, between the Originator, as seller, and the Borrower, as purchaser, together with all instruments, documents and agreements executed in connection therewith, as such Purchase and Sale 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 Sale 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.

“ QSC Subordinated Termination Payment ” means a termination payment required to be made by  the Borrower to a Qualifying Swap Counterparty upon the termination of the related Qualifying Interest Rate Swap pursuant to an event of default or termination event (other than Illegality or Tax Event) (each as defined in the related Qualifying Interest Rate Swap) as to which the Qualifying Swap Counterparty was the defaulting party or the sole affected party under the Qualifying Interest Rate Swap.

“ 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 Lender 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 Lender or (Y) an alternative interest rate hedging agreement agreed to in writing by the Borrower and the Lender.

“ Qualifying Swap Counterparty ” means Morgan Stanley Capital Services Inc. (or any successors or permitted assigns) or any other financial institution that is in the business of entering into interest rate swap transactions, is acceptable to the Lender and has a long-term senior unsecured debt rating of “A” or higher (or the equivalent) by each Rating Agency then rating such long-term senior unsecured debt) or posts cash collateral in a manner and amount satisfactory to the Lender.

“ Rating Agencies ” means Moody’s, S&P and Fitch, or any other nationally recognized statistical rating organizations as may be designated by the Lender.

“ Real Estate Contract ” means a loan agreement and promissory note, finance agreement or similar agreement, in each case, (i) in a form approved in writing by the Lender (in its reasonable discretion) and that is consistent with the Credit and Collection Policy and (ii) pursuant to which the Originator makes a loan to an Obligor secured by rentals or other receivables arising from the use of real property, together with all schedules, supplements and amendments thereto and each other document and instrument related thereto.

“ 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 ”):

(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 ”):

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

(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 ”):

(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 ”):

In addition, if the Obligor Collateral related to such 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 satisfies the Titling Requirements 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 Sale 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 and with respect to such Defaulted 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 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:

“ 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 plus interest accrued thereon at the Discount Rate from and including the Remittance Date immediately preceding the date such Pledged Receivable is to be released through (but not including) the next succeeding Remittance Date.

“ Remittance Date ” means the twenty-third (23 ^rd ) day of each month beginning December, 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.

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

“ Rollover Interest Period ” means any Interest Period other than any Interest 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).

“ Secured Parties ” means the Lender, the Servicer, the Backup Servicer, the Custodian, the Lender’s Bank, each Qualified Swap Counterparty and their respective successors and assigns.

“ Security Deposit ” means any amount paid to the Servicer or the Borrower by an Obligor as a security deposit or as a payment in advance of any amounts to become due under a Contract, which has not previously been refunded to such Obligor or applied toward such Obligor’s obligations under such Contract (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 2.05 .

“ Security Deposit Account Agreement ” means that certain Securities Account Agreement, dated the date of this Agreement, among the Borrower, the Servicer, the Lender’s Bank and the Lender, 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 6.19 .

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

“ Servicer Pension Plan ” means a “pension plan” as such term is defined in section 3(2) of ERISA, which is subject to title IV of ERISA and to which the Servicer or any ERISA Affiliate of Servicer may have any liability, including any liability by reason of having been a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.

“ Servicing Agreement Electronic Images ” has the meaning set forth in Section 5.02.

“ Servicing Charges ” means the sum of (a) all late payment charges paid by Obligors under Contracts after payment in full of any Scheduled Payments due in a prior 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.  Upon assuming the duties of the Servicer hereunder, the Backup Servicer shall also be entitled to receive a one-time acceptance fee of $60,000, which shall be considered part of the “Servicing Fee” hereunder but shall be in addition to the amount set forth in the sentence above.

“ Servicing Fee Rate ” means 1.00%.

“ Stand Alone Working Capital Loan ” means a loan to a dental, medical, osteopathic medical, optometric or veterinary practice that may be secured by all assets of such dental, medical, osteopathic medical, optometric or veterinary 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.  The “Standby Backup Servicer’s Fee” shall also include (i) a one-time acceptance fee of $ 4,000 6,000 payable on the Closing Date November 13, 2008 and (ii) reasonable out-of-pocket expenses incurred by the Standby Backup Servicer in the performance of its duties.

“ Standby Backup Servicing Fee Rate ” means . 0215%. 0310%.

“ 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 an additional Borrowing is funded from the Lender to the Borrower.

“ 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 as (i) the consolidated net worth of such Person and its consolidated subsidiaries (excluding, solely with respect to the Owner and only to the extent otherwise included in such consolidated net worth, any mark-to-market gain or loss on any swap or other hedge transaction of the Owner and its consolidated subsidiaries), plus (ii) to the extent not otherwise included in such consolidated net worth, unsecured subordinated Debt of such Person (and, solely with respect to the Owner and only to the extent not otherwise included in such consolidated net worth, (x) intercompany Debt of the Owner and (y) the aggregate outstanding principal balance of the Owner Secured Recourse Promissory Notes held by Persons that are not Affiliates of the Owner) and its consolidated subsidiaries, the terms and conditions of which are reasonably satisfactory to the Lender, 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.

“ Titling Requirements ” means that:

 “ Transaction Documents ” means this Agreement, the Purchase and Sale Agreement, 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 Originator Insurance Agreement, any lease bailment agreement with a sub-custodian 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.

“ 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:

“ 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, finance agreement and/or similar agreement(s) (in any case, which is in the form of a lease) 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, finance agreement, security agreement and/or similar agreement(s), 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 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 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 Loan Contract ” means, collectively, a “Master Purchase and Sale Agreement,” a “Master Loan and Security Agreement,” a “Loan and Security Agreement,” a “Finance Agreement” or similar agreement in a form approved in writing by the Lender (in its reasonable discretion), 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 Lender), 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 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.

“ Weekly Collection Period ” means, with respect to any calendar week, the period beginning on, and including, the first day of the most recently ended calendar week and ending on, and including, the last day of the most recently ended calendar week.

“ Weekly Reporting Date ” has the meaning set forth in Section 6.10(e).

“ 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.

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.”

     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 (i) with

respect to the initial Borrowing only, $10,000,000 and (ii) with respect to any Subsequent Borrowing, $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 five (5) Business Days’ irrevocable written notice from the Borrower to the Lender and each Subsequent Borrowing shall be made on at least three (3) Business Days’ irrevocable written notice from the Borrower to the Lender (any such written notice, a “ Notice of Borrowing ”), provided that such Notice of Borrowing is received by the Lender 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.

     SECTION 2.03   Determination of Interest Periods and Interest Rates.

     (a)  The initial Interest 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 Lender may determine (an “ Early Interest Period Termination Date ”).  All outstanding Pool A Loans allocated to one or more initial Interest Periods or Rollover Interest Periods maturing on the same date shall be combined and allocated to a single Rollover Interest Period at the end of such initial Interest Periods or Rollover Interest Periods.  All outstanding Pool B Loans allocated to one or more initial Interest Periods or Rollover Interest Periods maturing on the same date shall be combined and allocated to a single Rollover Interest Period at the end of such initial Interest Periods or Rollover Interest Periods.  Each Rollover Interest Period shall commence on, and include, the Remittance Date following the last day of the immediately preceding Interest Period (or, if applicable, on an Early Interest Period Termination Date) and shall terminate on, and include, the day immediately prior to the next occurring Remittance Date.

(b)   The interest rate per annum (the “ Interest Rate ”) applicable to any Loan for any Interest Period shall be equal to the Adjusted Eurodollar Rate; provided , however , that if the Lender shall have notified the Borrower that a Eurodollar Disruption Event has occurred, the Interest Rate for such Loan shall be equal to the Base Rate until such Eurodollar Disruption Event has ceased, at which time the Interest Rate shall again be equal to the Adjusted Eurodollar Rate.  Notwithstanding the foregoing:

(c)   upon the occurrence and during the continuance of any Program Termination Event, the applicable Interest Rate for all Interest Periods in effect at the time of such occurrence shall convert to, and for all Interest Periods that come into effect during the continuance of any Event of Default shall be, the Default Funding Rate;

(d)   upon the occurrence and during the continuance of any Pool A Termination Event, the applicable Interest Rate for all Interest Periods with respect to all Pool A Loans in effect at the time of such occurrence shall convert to, and for all Interest Periods with respect to all Pool A Loans that come into effect during the continuance of any Pool A Termination Event shall be, the Default Funding Rate; and

(e)   upon the occurrence and during the continuance of any Pool B Termination Event, the applicable Interest Rate for all Interest Periods with respect to all Pool B Loans in effect at the time of such occurrence shall convert to, and for all Interest Periods with respect to all Pool B Loans that come into effect during the continuance of any Pool B Termination Event shall be, the Default Funding Rate.

     SECTION 2.04   Remittance Procedures .   The Subject to the proviso set forth in Section 2.04(c), the Servicer, as agent for the Lender , with the prior written consent of the Collateral Agent , shall instruct the Lender’s Bank and, if the Servicer fails to do so, the Collateral Agent shall instruct the Lender’s Bank, to apply funds on deposit in the Collection Account as described in this Section 2.04 .

(a)   Interest and Breakage Fees .  On each Business Day (including any Remittance Date), the Servicer shall, and, if the Servicer fails to do so, the Lender may direct the Lender’s Bank to, retain in the Collection Account for transfer at the further direction of the Lender or any duly authorized agent of the Lender (whether on such day or on a subsequent day) collected funds in an amount equal to accrued and unpaid interest through such day on the Loans not so previously retained and the amount of any accrued and unpaid Breakage Fees owed to the Lender on such day.  On or before the last day of each Interest

(b)   Interest Period Loan Principal Repayment .  The Servicer shall, and if the Servicer fails to do so the Lender may, by 10:00 a.m. (St. Paul, Minnesota time) on the last day of each Interest Period that is not a Remittance Date, direct the Lender’s Bank to transfer collected funds held by the Lender’s Bank in the Collection Account on such date, to pay the Lender in payment (or partial payment) of the outstanding principal amount of all Loans allocated to such Interest Period, in an amount equal to the least of (i) the amount of such collected funds held in the Collection Account other than funds set aside pursuant to Section 2.04(a) , (ii) the aggregate outstanding principal

amount of Loans allocated to such Interest Period, (iii) if no Program Termination Event shall have occurred and be continuing, an amount equal to the sum of (A) the excess, if any, of the Facility Amount immediately prior to such distribution, calculated solely with respect to Loans secured by Pool A Receivables over the Pool A Borrowing Base and (B) the excess, if any, of the Facility Amount immediately prior to such distribution, calculated solely with respect to Loans secured by Pool B Receivables over the Pool B Borrowing Base (with respect to Pool A Loans and Pool B Loans collectively, after giving effect to any Borrowing made on such date and any distributions of amounts on deposit in the Collection Account made on such date) or (iv) if no Program Termination Event shall have occurred and be continuing, an amount equal to the excess, if any, of the Facility Amount immediately prior to such distribution over the lesser of (A) the Borrowing Base and (B) the Borrowing Limit (after giving effect to any Borrowing made on such date and any distributions of amounts on deposit in the Collection Account made on such date).

(c)   Remittance Date Transfers From Collection Account .  The Servicer shall , with the prior written consent of the Collateral Agent , and if the Servicer fails to do so the Collateral Agent shall, by 10:00 a.m. (St. Paul, Minnesota time) on each Remittance Date, direct the Lender’s Bank to transfer collected funds held by the Lender’s Bank in the Collection Account which were remitted to the Collection Account during the Collection Period with respect to such Remittance Date (“ Available Funds ”), in the following amounts and priority : ; provided, however, that if the Lender’s Bank does not receive such instruction from (i) the Servicer (accompanied by the Collateral Agent’s written consent) or (ii) the Collateral Agent by 10:00 a.m. (St. Paul, Minnesota time) on such Remittance Date, subject to the provisions of the Discrepancy Procedure, the Lender’s Bank shall apply such funds in accordance with the information calculated by the Servicer on the related Monthly Remittance Report:

                      (x)         any Borrowing Base Deficiency;

          (y)         the excess of the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool A Receivables, over the Pool A Borrowing Base; and

          (z)         the excess of the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool B Receivables, over the Pool B Borrowing Base;

(d)   Borrower Deficiency Payments .  Notwithstanding anything to the contrary contained in this Section 2.04 or in any other provision in this Agreement, if, on any day prior to the Collection Date, the Facility Amount shall exceed the Borrowing Limit, then the Borrower shall remit to the Lender, prior to any Borrowing and in any event no later than the close of business of the Lender on such day (or if such day is not a Business Day, no later than the close of business of the Lender on the next succeeding Business Day), a payment (to be applied by the Lender to repay Loans selected by the Lender, in its sole discretion), in such amount as may be necessary to reduce the Facility Amount to an amount less than or equal to the Borrowing Limit.  Notwithstanding anything to the contrary contained in this Section 2.04 or in any other provision in this Agreement, if, on any day prior to the Collection Date, the Facility Amount shall exceed the Borrowing Base, then the Borrower shall (X) remit to the Lender, prior to any Borrowing and in any event no later than the close of business of the Lender on such day (or if such day is not a Business Day, no later than the close of business of the Lender on the next succeeding Business Day), a payment (to be applied by the Lender to repay Loans selected by the Lender, in its sole discretion), in such amount as may be necessary to reduce the Facility Amount to an amount less than or equal to the Borrowing Base or (Y) Pledge additional Eligible Receivables hereunder, prior to any Borrowing and in any event no later than the close of business of the Lender on such day (or if such day is not a Business Day, no later than the close of business of the Lender on the next succeeding Business Day) in such amount as may be necessary to increase the Borrowing Base to an amount equal to or greater than the Facility Amount.

(e)   Pool A Deficiency Payments .  Notwithstanding anything to the contrary contained in this Section 2.04 or in any other provision in this Agreement, if, on any day prior to the Collection Date, the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool A Receivables, would exceed the Pool A Borrowing Base, then the Borrower shall remit to the Lender, prior to any Borrowing and in any event no later than the close of business of the Lender on such day (or if such day is not a Business Day, no later than the close of business of the Lender on the next succeeding Business Day), a payment (to be applied by the Lender to repay Loans with respect to Pool A Receivables selected by the Lender, in its sole discretion), in such amount as may be necessary to reduce such excess to zero.

(f)   Pool B Deficiency Payments .  Notwithstanding anything to the contrary contained in this Section 2.04 or in any other provision in this Agreement, if, on any day prior to the Collection Date, the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool B Receivables, would exceed the Pool B Borrowing Base, then the Borrower shall remit to the Lender, prior to any Borrowing and in any event no later than the close of business of the Lender on such day (or if such day is not a Business Day, no later than the close of business of the Lender on the next succeeding Business Day), a payment (to be applied by the Lender to repay Loans with respect to Pool B Receivables selected by the Lender, in its sole discretion), in such amount as may be necessary to reduce such excess to zero.

(g)   Instructions to the Lender’s Bank .  All instructions and directions given to the Lender’s Bank by the Servicer, the Borrower or the Lender pursuant to this Section 2.04 shall be in writing (including instructions and directions transmitted to the Lender’s Bank in electronic format), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of this Section 2.04 .  The Servicer and the Borrower shall immediately transmit to the Lender by telecopy a copy of all instructions and directions given to the Lender’s Bank by such party pursuant to this Section 2.04 .  The Lender shall immediately transmit to the Servicer and the Borrower by telecopy a copy of all instructions and directions given to the Lender’s Bank by the Lender, pursuant to this Section 2.04 .

SECTION 2.05   Security Deposit Account.

(a)   On or before the date hereof, the Borrower shall enter into a Security Deposit Account Agreement and open and maintain a segregated trust account (the “ Security Deposit Account ”) at the Lender’s Bank, for the receipt of amounts representing any Security Deposits with respect to any Pool A Contract by the related Obligor.  The Servicer shall promptly deposit into the Security Deposit Account, all Security Deposits related to Pledged Pool A Receivables which are in the possession of, or come into the possession of, the Servicer or the Originator.  Monies received in the Security Deposit Account shall be invested in Permitted Investments at the written direction of the Servicer or the Lender (as determined in accordance with the Security Deposit Account Agreement) during the term of this Agreement, and any income or other gain realized from such investment shall be held in the Security Deposit Account, subject to disbursement and withdrawal as herein provided.  No such Permitted Investment shall mature later than the Business Day preceding the next following Remittance Date and shall not be sold or disposed of prior to its maturity.  Monies shall be subject to withdrawal in accordance with Section 2.05(d) hereof.

(b)   The Servicer shall provide to the Borrower monthly written confirmation of investments of funds held in the Security Deposit Account, describing the Permitted Investments in which such amounts have been invested.  Any funds not so invested shall be insured by the Federal Deposit Insurance Corporation.

(c)   If any amounts invested as provided in Section 2.05(a) hereof shall be subject to disbursement from the Security Deposit Account as set forth in Section 2.05(d) hereof, the Servicer shall cause such investments of such Security Deposit Account to be sold or otherwise converted to cash to the credit of such Security Deposit Account.  The Servicer shall not be liable for any investment loss resulting from investment of money in the Security Deposit Account in any Permitted Investment in accordance with the terms hereof (other than in its capacity as obligor under

any Permitted Investment and other than to the extent such loss results from the gross negligence or wilful misconduct of the Servicer).

(d)   Disbursements from the Security Deposit Account shall be made, to the extent funds therefore are available, only as follows : (and with the prior written consent of the Collateral Agent in the case of clause (i) below; provided, however, that if the Lender’s Bank receives the Servicer’s direction in accordance with clause (i) below but does not receive such written consent of the Collateral Agent prior to 2:00 p.m. New York time on the Business Day prior to any Remittance Date, subject to the provisions of the Discrepancy Procedure, the Lender’s Bank shall disburse such funds in accordance with the information calculated by the Servicer on the related Monthly Remittance Report):

SECTION 2.06   Cash Reserve Account .

(a)   From time to time after the date hereof, the Borrower may enter into one or more Cash Reserve Account Agreements and open and maintain a segregated trust account (any such account, a “ Cash Reserve Account ”) at the Lender’s Bank, for the receipt of amounts representing any Cash Reserves funded with respect to any Pool B Contract. The Servicer shall promptly deposit into the Cash Reserve Account, all Cash Reserves related to Pledged Pool B Receivables which are in the possession of, or come into the possession of, the Servicer or the Originator.  Monies received in any Cash Reserve Account shall be invested in Permitted Investments at the written direction of the Servicer or the Lender (as determined in accordance with the Cash Reserve Account Agreement) during the term of this Agreement, and any income or other gain realized from such investment shall be held in such Cash Reserve Account, subject to disbursement and withdrawal as herein provided.  No such Permitted Investment shall mature later than the Business Day preceding the next following Remittance Date and shall not be sold or disposed of prior to its maturity.  Monies shall be subject to withdrawal in accordance with Section 2.06(d) hereof.

(b)   The Servicer shall provide to the Borrower monthly written confirmation of investments of funds held in each Cash Reserve Account, describing the Permitted Investments in which such amounts have been invested.  Any funds not so invested shall be insured by the Federal Deposit Insurance Corporation.

(c)   If any amounts invested as provided in Section 2.06(a) hereof shall be subject to disbursement from a Cash Reserve Account as set forth in Section 2.06(d) hereof, the Servicer shall cause such investments of such Cash Reserve Account to be sold or otherwise converted to cash to the credit of such Cash Reserve Account. The Servicer shall not be liable for any investment loss resulting from investment of money in the Cash Reserve Account in any Permitted Investment in accordance with the terms hereof (other than in its capacity as obligor under any Permitted Investment and other than to the extent such loss results from the gross negligence or willful misconduct of the Servicer).

(d)   Disbursements from any Cash Reserve Account shall be made, to the extent funds therefore are available, only as follows:

     SECTION 2.07   Payments and Computations, Etc .  (a ) All amounts to be deposited or paid by the Borrower or the Servicer to the Lender hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York City time) on the day when due in lawful money of the United States in immediately available funds to the Collection Account or such other account as is designated by the Lender.  The Borrower shall, to the extent permitted by law, pay to the Lender interest on all amounts not paid or deposited when due hereunder (whether owing by the Borrower or the Servicer) at the Base Rate, plus 2%, payable on demand; provided , however , that such interest rate shall not at any time exceed the maximum rate permitted by applicable law.  Such interest shall be for the account of the Lender.  Any Obligation hereunder shall not be reduced by any distribution of any portion of Collections with respect to any Pledged Receivable if at any time such distribution is rescinded or returned by the Lender to the Borrower or any other Person for any reason.  All computations of interest and all computations of Breakage Fee and other fees hereunder (including, without limitation, the Fees, the Active Backup Servicer’s Fee, the Standby Backup Servicer’s Fee, the Custodian’s Fee and the Servicing Fee) shall be made on the basis of a year of 360 days (or 365 or 366 days for interest calculated at the Base Rate) for the actual number of days (including the first but excluding the last day) elapsed.

(b)   Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or any fee payable hereunder, as the case may be; provided , however , that with respect to the calculation of interest, such extension of time shall not be included in more than one Interest Period.

(c)   If any Borrowing requested by the Borrower and approved by the Lender pursuant to Section 2.02 is not for any reason whatsoever, except as a result of the gross negligence or wilful misconduct of the Lender or an Affiliate thereof, made or effectuated, as the case may be, on the date specified therefor, the Borrower shall indemnify the Lender against any loss, cost or expense incurred by the Lender

     SECTION 2.08   Fees .  (a ) The Borrower shall pay the Lender certain fees (the “ Fees ”) in the amounts and on the dates set forth in a fee letter (the “ Fee Letter ”), dated the date hereof, among the Borrower and the Lender, as may be amended, restated, supplemented or otherwise modified from time to time.

(b)   All of the Fees payable pursuant to this Section 2.08 (other than Fees payable on the date hereof) shall be payable solely from amounts available for application pursuant to, and subject to the priority of, payment set forth in, Section 2.04 .

SECTION 2.09   Increased Costs; Capital Adequacy .  (a) If, due to either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation (including, without limitation, any law or regulation resulting in any interest payments paid to a Lender under this Agreement being subject to United States withholding tax) or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Lender or any Affiliate, successor or assign or participant thereof (each of which shall be an “ Affected Party ”) of agreeing to make or making, funding or maintaining any Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, the Borrower shall, from time to time, within ten days after written demand complying with Section 2.09(c) by the Lender, on behalf of such Affected Party, pay to the Lender, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments.

(b)   If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule or regulation, directive, request or accounting principle or (ii) the compliance by any Affected Party with any law, guideline, rule, regulation, directive, request or accounting principle from any central bank, other governmental authority, agency or accounting authority (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party, as a consequence of its obligations hereunder or any related document or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy), by an amount deemed by such Affected Party to be material, then, from time to time, after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis of such demand), the Lender shall be paid, on behalf of such Affected Party (from Collections with respect to Pledged Receivables pursuant to, and subject to the priority of payment set forth in, Section 2.04 ), such additional amounts as will compensate such Affected Party for such reduction.

(c)   In determining any amount provided for in this Section 2.09 , the Affected Party may use any reasonable averaging and attribution methods.  The Lender, on behalf of any Affected Party making a claim under this Section 2.09 , shall submit to the Borrower a certificate setting forth in reasonable detail the basis for and the computations of such additional or increased costs, which certificate shall be conclusive absent demonstrable error.

(d)   If, as a result of any event or circumstance similar to those described in Section 2.09(a) or 2.09(b) , any Affected Party (that is a Lender) is required to compensate a bank or other financial institution (including, without limitation, any Affiliate of Morgan Stanley) providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement, then, upon demand by such Affected Party, the Borrower shall pay, in accordance with Section 2.04 , to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by it, and shall notify each Qualified Swap Counterparty of such payment.

     SECTION 2.10   Collateral Assignment of Agreements .  The Borrower hereby collaterally assigns to the Collateral Agent (and its successors and assigns) for the benefit of the Secured Parties, all of the Borrower’s right and title to and interest in, to and under (but not any obligations under) the Purchase and Sale Agreement, each Qualifying Interest Rate Swap, the Contract related to each Pledged Receivable, all other agreements, documents and instruments evidencing, securing or guarantying any Pledged Receivable and all other agreements, documents and instruments related to any of the foregoing (the “ Assigned Documents ”).  Without limiting any obligation of the Servicer hereunder, the Borrower confirms and agrees that the Collateral Agent (or any designee thereof, including, without limitation, the Servicer), following an Event of Default or a Program Termination Event, shall have the right to enforce the Borrower’s rights and remedies under each Assigned Document, but without any obligation on the part of the Collateral Agent or any of its Affiliates to perform any of the obligations of the Borrower under any such Assigned Document.  In addition, each of the Servicer and the Borrower confirms and agrees that the Servicer and the Borrower will, upon receipt of notice or discovery thereof, promptly send to the Collateral Agent a notice of (i) any breach of any representation, warranty, agreement or covenant under any such Assigned Document or (ii) any event or occurrence that, upon notice, or upon the passage of time or both, would constitute such a breach, in each case, immediately upon learning thereof.  The parties hereto agree that such assignment to the Collateral Agent shall terminate upon the Collection Date.

     SECTION 2.11   Grant of a Security Interest .  To secure the prompt and complete payment when due of the Obligations and the performance by the Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement, the Borrower hereby (i) collaterally assigns and pledges to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, and (ii) grants a security interest to the Collateral Agent (and its successors and assigns), for the benefit of the Secured Parties, in all property of the Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located (collectively, the “ Pledged Assets ”), including, without limitation, all of the Borrower’s right, title and interest in, to and under:

(a)   all Pool A Receivables and Pool B Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement from time to time (such Pool A Receivables, the “ Pledged Pool A Receivables ”, and such Pool B Receivables, the “ Pledged Pool B Receivables ”), all Other Conveyed Property related to the Pledged Receivables purchased by (or otherwise transferred or pledged pursuant to the terms of the Purchase and Sale Agreement) to the Borrower under the Purchase and Sale Agreement, all Related Security related to the Pledged Receivables, all interest of the Borrower in all Obligor Collateral related to the Pledged Receivables (together with all security interests in and insurance proceeds related to such Obligor Collateral and all proceeds from the disposition of such Obligor Collateral, whether by sale to the related Obligors or otherwise), any Security Deposits or Cash Reserve related to such Pledged Receivables, all Collections and other monies due and to become due under the Contracts (and, if applicable, Underlying Contracts) related to the Pledged Receivables received on or after the date such Pledged Receivables were purchased by (or purportedly purchased by) the Borrower under the Purchase and Sale Agreement;

(b)   the Assigned Documents, including, in each case, without limitation, all monies due and to become due to the Borrower under or in connection therewith;

(c)   the Collection Account, the Lockbox, the Lockbox Account, the Security Deposit Account, each Cash Reserve Account and all other bank and similar accounts relating to Collections with respect to Pledged Receivables (whether now existing or hereafter established) and all funds held therein, and all investments in and all income from the investment of funds in the Collection Account, the Lockbox Account, the Security Deposit Account, each Cash Reserve Account and such other accounts;

(d)   the Records relating to any Pledged Receivables;

(e)   all UCC financing statements filed by the Borrower against the Originator under or in connection with the Purchase and Sale Agreement;

(f)   [Reserved];

(g)   each Qualifying Interest Rate Swap, any other interest rate protection agreement entered into with respect to the transactions contemplated under the RLSA and, in each case, all payments thereunder;

(h)   all Liquidation Proceeds relating to any Pledged Receivables; and

(i)   all proceeds of the foregoing property described in clauses (a) through (g) above, including interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for or on account of the sale or other disposition of any or all of the then existing Pledged Receivables.

The Borrower hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby as "all of the debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.

     SECTION 2.12   Evidence of Debt .  The Lender shall maintain an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from each Loan owing to the Lender from time to time,

including the amounts of principal and interest payable and paid to the Lender from time to time hereunder.  The entries made in such account(s) of the Lender shall be conclusive and binding for all purposes, absent manifest error.

     SECTION 2.13   Release of Pledged Receivables .  (a ) Subject to Section 2.15 hereof, upon the repayment of any Loan, the Borrower may obtain the release of any Pledged Receivable and the related Other Conveyed Property or Related Security securing such Loan (including, without limitation, the release of any security interest of the Collateral Agent or the Borrower therein) by depositing into an account designated by the Lender the Release Price therefor on the date of such repayment; provided , that the foregoing release shall only be available if, after giving effect thereto and the application of the proceeds thereof in accordance with the terms hereof, there shall not be a Borrowing Base Deficiency, Program Termination Event, Pool A Termination Event or a Pool B Termination Event (and such Pool B Termination Event is related to such Pledged Receivable), or an event that but for notice or lapse of time or both would constitute any of the foregoing events.

(b)   The Borrower shall notify the Collateral Agent of any Release Price to be paid pursuant to this Section 2.13 on the Business Day on which such Release Price shall be paid specifying the Pledged Receivables to be released and the Release Price.

(c)   Promptly after the Collection Date has occurred, the Collateral Agent shall re-assign and transfer to the Borrower, for no consideration but at the sole expense of the Borrower, their respective remaining interests in the Pledged Assets, free and clear of any Adverse Claim resulting solely from an act by the Collateral Agent but without any other representation or warranty, express or implied, by or recourse against the Collateral Agent.

     SECTION 2.14   Treatment of Amounts Paid by the Borrower .  Amounts paid by the Borrower pursuant to Section 2.13 on account of Pledged Receivables shall be treated as payments on Pledged Receivables hereunder.

     SECTION 2.15   Prepayment; Certain Indemnification Rights; Termination .  (a ) The Borrower may prepay, in whole or in part, the outstanding principal amount of any Loans advanced hereunder.  Any amounts so prepaid shall be applied to repay the outstanding principal amount of Loans allocated to an Interest Period or Interest Periods selected by the Lender.  Amounts prepaid pursuant to this Section 2.15(a) may be reborrowed in accordance with the terms of this Agreement.  If the Borrower intends to make an optional prepayment pursuant to this Section 2.15(a), the Borrower shall give five (5) Business Days' prior written notice thereof to the Lender, specifying the intended Prepayment Date, the intended Prepayment Amount, whether the Loans being prepaid are Pool A Loans or Pool B Loans, a calculation of any applicable Breakage Fee and the Pledged Receivables that the Borrower shall request to have released pursuant to Section 2.13 in connection with such prepayment (and the Discounted Balance thereof).  Any such optional prepayment of the outstanding principal amount of any Loans advanced hereunder shall be accompanied by all interest accrued with respect thereto and the Prepayment Premium with respect to the applicable Prepayment Amount and Prepayment Date.  I