leafcreditagrmt062207.htm


     

    
      

      

    

    (Back
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    CREDIT
      AGREEMENT

    


    Dated
      June 22,
      2007,

    


    by
      and among

    


    LEAF
      COMMERCIAL FINANCE CO., LLC


    as
      the Borrower,

    


    VARIOUS
      FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME

    PARTIES
      HERETO,

    as
      the Lenders,

    


    and

    


    NATIONAL
      CITY BANK,

    as
      the Agent for the Lenders

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    Table
      of Contents

     

    
      	 	
               Page

            
	
              ARTICLE
                I DEFINITIONS AND ACCOUNTING TERMS

            	
              1

            
	 	 	 	 
	 	
              Section
                1.1

            	
              Defined
                Terms

            	
              1

            
	 	
              Section
                1.2

            	
              Use
                of Defined Terms.

            	
              20

            
	 	
              Section
                1.3

            	
              Cross-References.

            	
              20

            
	 	
              Section
                1.4

            	
              Accounting
                and Financial Determinations.

            	
              20

            
	 	 
	
              ARTICLE
                II REVOLVING CREDIT FACILITY

            	
              21

            
	 	 	 	 
	 	
              Section
                2.1

            	
              Loans

            	
              21

            
	 	
              Section
                2.2

            	
              Reduction
                of Aggregate Commitment Amount

            	
              21

            
	 	
              Section
                2.3

            	
              Borrowing
                Procedures

            	
              21

            
	 	
              Section
                2.4

            	
              Continuation
                and Conversion Elections

            	
              22

            
	 	
              Section
                2.5

            	
              Funding

            	
              22

            
	 	
              Section
                2.6

            	
              Notes.

            	
              22

            
	 	 
	
              ARTICLE
                III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

            	
              23

            
	 	 	 	 
	 	
              Section
                3.1

            	
              Repayments
                and Prepayments; Application

            	
              23

            
	 	
              Section
                3.2

            	
              Interest
                Provisions

            	
              23

            
	 	
              Section
                3.3

            	
              Fees

            	
              25

            
	 	 
	
              ARTICLE
                IV CERTAIN LIBOR AND OTHER PROVISIONS

            	
              25

            
	 	 	 	 
	 	
              Section
                4.1

            	
              LIBOR
                Lending Unlawful

            	
              25

            
	 	
              Section
                4.2

            	
              Deposits
                Unavailable

            	
              25

            
	 	
              Section
                4.3

            	
              Increased
                LIBOR Loan Costs, etc.

            	
              26

            
	 	
              Section
                4.4

            	
              Funding
                Losses

            	
              26

            
	 	
              Section
                4.5

            	
              Increased
                Capital Costs

            	
              26

            
	 	
              Section
                4.6

            	
              Taxes

            	
              27

            
	 	
              Section
                4.7

            	
              Payments,
                Computations, etc

            	
              29

            
	 	
              Section
                4.8

            	
              Sharing
                of Payments

            	
              30

            
	 	
              Section
                4.9

            	
              Setoff

            	
              30

            
	 	
              Section
                4.10

            	
              Mitigation;
                Time Limitation

            	
              30

            
	 	
              Section
                4.11

            	
              Replacement
                of Lenders

            	
              31

            
	 	 
	
              ARTICLE
                V CONDITIONS TO CREDIT EXTENSIONS

            	
              32

            
	 	 	 	 
	 	
              Section
                5.1

            	
              Initial
                Loan

            	
              32

            
	 	
              Section
                5.2

            	
              All
                Loans

            	
              34

            
	 	 
	
              ARTICLE
                VI REPRESENTATIONS AND WARRANTIES

            	
              35

            
	 	 	 	 
	 	
              Section
                6.1

            	
              Organization,
                etc.

            	
              35

            
	 	
              Section
                6.2

            	
              Due
                Authorization, Non-Contravention, etc.

            	
              35

            
	 	
              Section
                6.3

            	
              Government
                Approval, Regulation, etc.

            	
              36

            
	 	Section
              6.4 	Validity,
              etc. 	
              36

            
	 	 	 	 


    

    


    
      
        
           

        

        
          -
            i
            -

          
            

          

        

        
           

        

      

    

    
 

      	 	
              Section
                6.5

            	
              Financial
                Information

            	
              36

            
	 	
              Section
                6.6

            	
              No
                Material Adverse Effect; Compliance with Laws

            	
              36

            
	 	
              Section
                6.7

            	
              Litigation.

            	
              37

            
	 	
              Section
                6.8

            	
              Subsidiaries

            	
              37

            
	 	
              Section
                6.9

            	
              Ownership
                of Properties

            	
              37

            
	 	
              Section
                6.10

            	
              Taxes

            	
              37

            
	 	
              Section
                6.11

            	
              Pension
                and Welfare Plans

            	
              37

            
	 	
              Section
                6.12

            	
              Environmental
                Warranties

            	
              38

            
	 	
              Section
                6.13

            	
              Accuracy
                of Information

            	
              38

            
	 	
              Section
                6.14

            	
              Margin
                Stock

            	
              39

            
	 	
              Section
                6.15

            	
              Foreign
                Assets Control Regulations

            	
              39

            
	 	
              Section
                6.16

            	
              Labor
                Relations; Management Agreements

            	
              39

            
	 	
              Section
                6.17

            	
              Insurance

            	
              39

            
	 	
              Section
                6.18

            	
              Collateral
                Documents

            	
              39

            
	 	
              Section
                6.19

            	
              Compliance
                with OFAC Rules and Regulations.

            	
              40

            
	 	 
	
              ARTICLE
                VII FINANCIAL INFORMATION AND NOTICES

            	
              40

            
	 	 	 	 
	 	
              Section
                7.1

            	
              Financial
                Statements and Projections.

            	
              40

            
	 	
              Section
                7.2

            	
              Certificates.

            	
              41

            
	 	
              Section
                7.3

            	
              Other
                Reports.

            	
              41

            
	 	
              Section
                7.4

            	
              Notice
                of Litigation and Other Matters

            	
              41

            
	 	
              Section
                7.5

            	
              Accuracy
                of Information

            	
              43

            
	 	 
	
              ARTICLE
                VIII AFFIRMATIVE COVENANTS

            	
              43

            
	 	 	 	 
	 	
              Section
                8.1

            	
              Maintenance
                of Existence; Compliance with Laws, etc.

            	
              43

            
	 	
              Section
                8.2

            	
              Maintenance
                of Properties

            	
              43

            
	 	
              Section
                8.3

            	
              Insurance

            	
              43

            
	 	
              Section
                8.4

            	
              Visitations,
                Books and Records, Field Audits

            	
              44

            
	 	
              Section
                8.5

            	
              Environmental
                Law Covenant

            	
              45

            
	 	
              Section
                8.6

            	
              Use
                of Proceeds

            	
              45

            
	 	
              Section
                8.7

            	
              Future
                Subsidiaries, Security, etc.

            	
              45

            
	 	
              Section
                8.8

            	
              Procedures
                to Ensure Information Dissemination

            	
              45

            
	 	
              Section
                8.9

            	
              Further
                Assurances

            	
              45

            
	 	
              Section
                8.10

            	
              Maintenance
                of Assets

            	
              46

            
	 	 
	
              ARTICLE
                IX [INTENTIONALLY OMITTED]

            	
              47

            
	 	 
	
              ARTICLE
                X NEGATIVE COVENANTS

            	
              48

            
	 	 	 	 
	 	
              Section
                10.1

            	
              Business
                Activities

            	
              48

            
	 	
              Section
                10.2

            	
              Indebtedness

            	
              48

            
	 	
              Section
                10.3

            	
              Liens

            	
              48

            
	 	
              Section
                10.4

            	
              Investments

            	
              50

            
	 	
              Section
                10.5

            	
              Restricted
                Payments

            	
              50

            
	 	
              Section
                10.6

            	
              Issuance
                of Capital Securities

            	
              50

            
	 	
              Section
                10.7

            	
              Consolidation,
                Merger, etc

            	
              51

            
	 	
              Section
                10.8

            	
              Sale
                of Assets

            	
              51

            


       

      
        
           

        

        
          -
            ii
            -

          
            

          

        

        
           

        

      

    

     

    
      	
            	
              Section
                10.9

            	
              Transactions
                with Affiliates

            	
              51

            
	 	
              Section
                10.10

            	
              Restrictive
                Agreements

            	
              51

            
	 	
              Section
                10.11

            	
              Sale
                and Leaseback

            	
              51

            
	 	
              Section
                10.12

            	
              Amendment
                to Material Documents

            	
              52

            
	 	
              Section
                10.13

            	
              Hedging
                Obligations

            	
              52

            
	 	
              Section
                10.14

            	
              Accounting
                Changes

            	
              52

            
	 	
              Section
                10.15

            	
              Upstream
                Limitations

            	
              52

            
	 	 
	
              ARTICLE
                XI EVENTS OF DEFAULTS AND REMEDIES

            	
              52

            
	 	 	 	 
	 	
              Section
                11.1

            	
              Events
                of Default

            	
              52

            
	 	
              Section
                11.2

            	
              Action
                if Bankruptcy

            	
              55

            
	 	
              Section
                11.3

            	
              Action
                if Other Event of Default

            	
              55

            
	 	
              Section
                11.4

            	
              Application
                of Proceeds

            	
              55

            
	 	 
	
              ARTICLE
                XII THE AGENT

            	
              56

            
	 	 	 	 
	 	
              Section
                12.1

            	
              Actions

            	
              56

            
	 	
              Section
                12.2

            	
              Funding
                Reliance, etc.

            	
              56

            
	 	
              Section
                12.3

            	
              Exculpation

            	
              57

            
	 	
              Section
                12.4

            	
              Successor

            	
              57

            
	 	
              Section
                12.5

            	
              Loans
                by Agent

            	
              57

            
	 	
              Section
                12.6

            	
              Credit
                Decisions

            	
              58

            
	 	
              Section
                12.7

            	
              Reliance
                by Agent

            	
              58

            
	 	
              Section
                12.8

            	
              Defaults

            	
              58

            
	 	 
	
              ARTICLE
                XIII MISCELLANEOUS

            	
              58

            
	 	 	 	 
	 	
              Section
                13.1

            	
              Waivers,
                Amendments, etc.

            	
              58

            
	 	
              Section
                13.2

            	
              Notices;
                Time

            	
              60

            
	 	
              Section
                13.3

            	
              Payment
                of Costs and Expenses

            	
              61

            
	 	
              Section
                13.4

            	
              Indemnification

            	
              61

            
	 	
              Section
                13.5

            	
              Survival

            	
              63

            
	 	
              Section
                13.6

            	
              Severability

            	
              63

            
	 	
              Section
                13.7

            	
              Headings

            	
              63

            
	 	
              Section
                13.8

            	
              Execution
                in Counterparts, Effectiveness, etc.

            	
              63

            
	 	
              Section
                13.9

            	
              Governing
                Law; Entire Agreement

            	
              63

            
	 	
              Section
                13.10

            	
              Successors
                and Assigns

            	
              63

            
	 	
              Section
                13.11

            	
              Assignments
                and Participations in Loans; Register

            	
              63

            
	 	
              Section
                13.12

            	
              Other
                Transactions

            	
              66

            
	 	
              Section
                13.13

            	
              Forum
                Selection and Consent to Jurisdiction

            	
              67

            
	 	
              Section
                13.14

            	
              Waiver
                of Jury Trial

            	
              67

            
	 	
              Section
                13.15

            	
              USA
                Patriot Act

            	
              67

            


       

    

    
      
        
           

        

        
          -
            iii
            -

          
            

          

        

        
           

        

      

    

     

    SCHEDULES
      AND EXHIBITS

     

     

    
      Schedule
        I                                  
 -           Initial
        Commitments

      Schedule
        1.1                                -           Form
        of Assignment Agreement

      Schedule
        6.7                                -           Litigation

      Schedule
        6.9                                -           Real
        Property

      Schedule
        6.11                              -           Pension
        and Welfare Plans

      Schedule
        6.12                              -           Environmental
        Disclosures

      Schedule
        10.2                              -           Existing
        Indebtedness

      Schedule
        10.3                              -           Existing
        Liens

      Schedule
        10.4                              -           Existing
        Investments

      Schedule
        10.9                              -           Transactions
        with Affiliates

      


      Exhibit
        A                                    
-           Form of
        Note

      Exhibit
        B                                     -           Form
        of Borrowing Request

      Exhibit
        C                                    
-           Form of
        Borrowing Base Certificate

      Exhibit
        D                                    
-           Form of
        Continuation/Conversion Notice

      Exhibit
        E                                    
-           Form of
        Compliance Certificate

      Exhibit
        F                                    
-           Form of
        Lender Assignment Acceptance

    

    
      
         

      

      
        -
          iv
          -

        
          

        

      

      
         

      

    


    CREDIT
      AGREEMENT

     

    THIS
      CREDIT AGREEMENT, dated June 22, 2007, is by and among
      LEAF
      COMMERCIAL FINANCE CO., LLC, a Delaware limited liability company (the
“Borrower”), the various financial institutions and other Persons from time to
      time parties hereto (the “Lenders”), and NATIONAL CITY BANK, a national banking
      association (“National City”), as administrative agent and collateral agent for
      the Lenders (in such capacity, the “Agent”).

     

    BACKGROUND

    


     

    A.           The
      Borrower is purchasing from Pacific Capital Bank, N.A., a national banking
      association (the “Seller”) certain assets (“Purchased Assets”) pursuant to that
      certain Asset Purchase Agreement dated as of June 19, 2007 (the “Purchase
      Agreement”), by and among the Seller and the Borrower, LEAF Funding and LEAF
      Financial, as buyers (the “Acquisition”).

     

    B.           The
      Borrower has requested a short term revolving credit facility, which the Lenders
      have agreed to extend to the Borrower on the terms and conditions of this
      Agreement for use by the Borrower to finance the purchase of (i) the Purchased
      Assets from the Seller and (ii) any other Eligible Contracts (as defined
      below).

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged by the parties hereto, and intending to be legally
      bound hereby, such parties hereby agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    Section
      1.1                                Defined
      Terms

     

    .  The
      following terms, when used in this Agreement, including its preamble and
      background, shall, except where the context otherwise requires, have the
      following meanings (such meanings to be equally applicable to the singular
      and
      plural thereof):

     

    “Adjusted
      Base Rate” means, on any date and with respect to all Base Rate Loans, a
      fluctuating rate of interest per annum (rounded upward, if necessary, to the
      next highest 1/100 of 1%) equal to the higher of (a) the Base Rate in effect
      on
      such day, and (b) the sum of the Federal Funds Rate in effect on such day plus
1⁄2
of 1%.  Changes in the rate of interest on that portion of any Loans
      maintained as Base Rate Loans will take effect simultaneously with each change
      in the Adjusted Base Rate.  The Agent will give notice promptly to the
      Borrower and the Lenders of changes in the Adjusted Base Rate; provided that
      the
      failure to give such notice shall not affect the Adjusted Base Rate in effect
      after such change.

     

    “Administrative
      Questionnaire” means an administrative questionnaire in a form
      supplied by the Agent to a Lender.

     

    “Affected
      Lender” is defined in Section 4.11(a).

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    “Affiliate”
      of any Person means any other Person which, directly or indirectly, controls,
      is
      controlled by or is under common control with such Person (excluding however,
      any trustee under, or any committee with responsibility for administering,
      any
      Plan).  “Control” of a Person means the power, directly or indirectly,
      (a) to vote 5% or more of the Capital Securities (on a fully diluted basis)
      of
      such Person having ordinary voting power for the election of directors, managing
      members or general partners (as applicable), or (b) to direct or cause the
      direction of the management and policies of such Person (whether by contract
      or
      otherwise).

     

    “Agent”
      is defined in the preamble and includes each other Person appointed as the
      successor Agent pursuant to Section 12.4.

     

    “Aggregate
      Commitment”  means the aggregate amount of the Lenders’
Commitments hereunder, as such amount may be reduced or modified at any
      time or
      from time to time pursuant to the terms hereof.  On the Closing Date,
      the Aggregate Commitment is One Hundred Million Dollars
      ($100,000,000).

     

    “Aggregate
      Original Net Equipment Cost” means, as of any date of determination, an
      amount equal to the sum of the Original Net Equipment Costs of all Equipment
      then subject to an Eligible Contract.

     

    “Aggregate
      Net Present Value” means, as of any date of determination, an amount equal
      to the sum of the Net Present Values of all Eligible Contracts.

     

     “Agreement”
      means, on any date, this Credit Agreement as originally in effect on the Closing
      Date and as thereafter from time to time amended, supplemented, amended and
      restated or otherwise modified from time to time and in effect on such
      date.

     

    “Applicable
      Margin” means, (a) as to any Base Rate Loan, 0.0%, and (b) as to any LIBOR
      Loan or LIBOR Flex Rate Loan, 1.75%.

     

    “Assignee
      Lender” is defined in Section 13.11(a).

     

    “Assignment
      Agreement” means (a) the Purchase Agreement and (b) any Assignment Agreement
      in the form set forth as Schedule 1.1 hereto pursuant to which the Borrower
      purchases Contracts from LEAF Funding.

     

     “Authorized
      Officer” means any of the president, the chief executive officer, the chief
      operating officer, the chief financial officer or the treasurer of the Borrower
      or such other representative of the Borrower as may be designated in writing
      by
      any one of the foregoing with the consent of the Agent, such consent not to
      be
      unreasonably withheld; and, with respect to financial statements, financial
      covenants and borrowing base calculations, the chief financial officer, chief
      executive officer, chief operating officer or the treasurer of the
      Borrower.

     

    “Base
      Rate” means, at any time, the rate of interest then most recently
      established by the Agent in Cleveland, Ohio, as its base rate for U.S. dollars
      loaned in the United States.  The Base Rate is not necessarily
      intended to be the lowest rate of interest determined by the Agent in connection
      with extensions of credit.

     

    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    

    “Base
      Rate Loan” means a Loan bearing interest at a fluctuating rate determined by
      reference to the Adjusted Base Rate.

     

    “Board”
      means the Board of Governors of the Federal Reserve System or any successor
      thereto.

     

    “Borrower”
      means LEAF Commercial Finance Co., LLC, a Delaware limited liability company,
      together with its successors and permitted assigns.

     

    “Borrowing”
      means the Loans of the same type and, in the case of LIBOR Loans, having the
      same Interest Period made by all Lenders required to make such Loans on the
      same
      Business Day and pursuant to the same Borrowing Request.

     

    “Borrowing
      Base” means at any time the lesser of (a) ninety percent (90%) of the then
      Aggregate Net Present Value, and (b) one hundred percent (100%) of the Aggregate
      Original Net Equipment Cost; provided that, in performing such calculation,
      the
      Aggregate Net Present Value and Aggregate Original Net Equipment Cost shall
      be
      reduced by such amount as may be necessary in order that: (i) no more than
      an amount equal to five percent (5%) of the Aggregate Commitment is attributable
      to any single Lessee; (ii) no more than an amount equal to ten percent
      (10%) of the Aggregate Commitment is attributable to progress payments;
      (iii) none of either such amount is attributable to any Contract or
      Equipment the value of which has been used in six months or more of previous
      calculations of the Borrowing Base, except with respect to any Contract (and
      any
      related Equipment) with a payment period of not greater than 12 months from
      the
      date of the first scheduled payment thereunder, as to which, no more than an
      amount equal to twenty percent (20%) of the Aggregate Commitment is attributable
      to such Contracts (and any related Equipment); (iv) no more than an amount
      equal
      to five percent (5%) of the Aggregate Commitment is attributable to Contracts
      whereby the related lessee is an Affiliate of the Borrower; and (v) no more
      than
      an amount equal to twenty percent (20%) of the Aggregate Commitment is
      attributable to Contracts with initial stated terms of greater than 120
      months.

     

    “Borrowing
      Base Certificate” means a certificate duly completed and executed by an
      Authorized Officer, substantially in the form of Exhibit C
      hereto.

     

    “Borrowing
      Request” means a Loan request and certificate duly executed by an Authorized
      Officer, substantially in the form of Exhibit B hereto.

     

    “Business
      Day” means (a) any day which is neither a Saturday or Sunday nor a
      legal holiday on which banks are authorized or required to be closed in
      Cleveland, Ohio, and (b) relative to the making, continuing, prepaying or
      repaying of any LIBOR Loans, any day which is a Business Day described in clause
      (a) above and which is also a day on which dealings in Dollars are carried
      on in
      the London interbank eurodollar market.

     

    “Capital
      Expenditures” means, with respect to any Person, for any period, the
      aggregate amount of all expenditures of such Person for fixed or capital assets
      made during such period which, in accordance with GAAP, would be classified
      as
      capital expenditures.

    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    


    “Capital
      Securities” means, with respect to any Person, any and all shares, interests
      (including partnership interests or limited liability company interests),
      participations or other equivalents (however designated, whether voting or
      non-voting) of such Person’s capital, whether now outstanding or issued after
      the Closing Date.

     

    “Capitalized
      Lease Liabilities” means, which respect to any Person, all monetary
      obligations of such Person under any leasing or similar arrangement which,
      in
      accordance with GAAP, would be classified as capital leases, and the amount
      of
      such obligations shall be the capitalized amount thereof, determined in
      accordance with GAAP, and the stated maturity thereof shall be the date of
      the
      last payment of rent or any other amount due under such lease prior to the
      first
      date upon which such lease may be terminated by the lessee without payment
      of a
      premium or a penalty.

     

    “Cash
      Equivalent Investment” means, at any time: (a) any direct obligation of (or
      unconditionally guaranteed by) the United States or a State thereof (or any
      agency or political subdivision thereof, to the extent such obligations are
      supported by the full faith and credit of the United States or a State thereof)
      maturing not more than one year after such time; (b) commercial paper maturing
      not more than 270 days from the date of issue, which is issued by (i) a
      corporation (other than an Affiliate of the Borrower) organized under the laws
      of any State of the United States or of the District of Columbia and rated
      A-1
      or higher by S&P or P-1 or higher by Moody’s, or (ii) any Lender (or
      its holding company) rated A-1 or higher by S&P or P-1 or higher by Moody’s;
      (c) any certificate of deposit, time deposit or bankers acceptance, maturing
      not
      more than one year after its date of issuance and overnight bank deposits,
      which
      is issued by either (i) any bank organized under the laws of the United States
      (or any State thereof) and which has (x) a credit rating of A2 or higher
      from Moody’s or A or higher from S&P and (y) a combined capital and
      surplus greater than $500,000,000, or (ii) any Lender; (d) any repurchase
      agreement having a term of 30 days or less entered into with any Lender or
      any
      commercial banking institution satisfying the criteria set forth in
      clause (c)(i) which (i) is secured by a fully perfected security
      interest in any obligation of the type described in clause (a), and
      (ii) has a market value at the time such repurchase agreement is entered
      into of not less than 100% of the repurchase obligation of such commercial
      banking institution thereunder; or (e) any money market fund, 90% of the assets
      of which are comprised of any of the items specified in clauses (b) and (c)
      above and as to which withdrawals are permitted at least every 90 days and
      which
      do not have restrictions on liquidation rights.

     

    “Casualty
      Payment” means, as to any Contract, any payment under such Contract, made in
      connection with an Event of Loss with respect to any Equipment subject to such
      Contract, that terminates all or a portion of the related Lessee’s obligation to
      make subsequent Lease Payments pursuant to the terms of such
      Contract.

     

    “CERCLA”
      means the Comprehensive Environmental Response, Compensation and Liability
      Act
      of 1980, as amended.

     

    “Change
      in Control” means the Borrower shall cease to be a wholly owned Subsidiary
      of LEAF Financial.

     

    
      
         

      

      
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          4
          -

        
          

        

      

      
         

      

    

     

    “Closing
      Date” means the date this Agreement becomes effective pursuant to
      Section 5.1.

     

    “Code”
      means the Internal Revenue Code of 1986, and the regulations thereunder, in
      each
      case as amended, supplemented, reformed or otherwise modified from time to
      time.

     

    “Collateral”
      shall mean all tangible and intangible property, real and personal, of the
      Borrower that is the subject of a Lien granted pursuant to a Credit Document
      to
      the Agent to secure the whole or any part of the Obligations or any guarantee
      thereof, and shall include all casualty insurance proceeds and condemnation
      awards with respect to any of the foregoing.

     

    “Commitment”
      means, as to any Lender, the obligation of such Lender to make Loans to the
      Borrower hereunder in an aggregate principal or face amount at any time
      outstanding not to exceed the amount set forth opposite such Lender’s name on
      Schedule I hereto, as the same may be increased, reduced or modified at any
      time
      or from time to time pursuant to the terms hereof.

     

     “Compliance
      Certificate” means a certificate duly completed and executed by an
      Authorized Officer, substantially in the form of Exhibit E hereto,
      together with such changes thereto as the Agent may from time to time reasonably
      request for the purpose of monitoring the Borrower’s compliance with the
      financial covenants contained herein.

     

    “Contingent
      Liability” means any agreement, undertaking or arrangement by which any
      Person guarantees, endorses or otherwise becomes or is surety for or
      contingently liable upon (by direct or indirect agreement, contingent or
      otherwise, to provide funds for payment, to supply funds to, or otherwise to
      invest in, a debtor, or otherwise to assure a creditor against loss) any
      Indebtedness of any other Person (other than by endorsements of instruments
      in
      the course of collection), or guarantees the payment of dividends or other
      distributions upon the Capital Securities of any other Person.  The
      amount of any Person’s obligation under any Contingent Liability shall (subject
      to any limitation set forth therein) be deemed to be the maximum amount of
      the
      debt, obligation or other liability guaranteed thereby.

     

    “Continuation/Conversion
      Notice” means a notice of continuation or conversion and certificate duly
      executed by an Authorized Officer, substantially in the form of
Exhibit D hereto.

     

    “Contract”
      means (i) a lease, loan or contract for use, hire or purchase of equipment,
      (ii)
      a practice acquisition loan, (iii) an ultimate net loss loan, (iv) other
      commercial contracts such as service and maintenance agreements, or (v)
      receivable financings secured by non-equipment collateral such as real estate,
      together with any assignments thereof and any delivery and acceptance
      certificate therefor, any guaranties and amendments, addendums and other
      modifications thereto.

     

    “Contract
      File” means, with respect to any item of Equipment (or
      Contract):

     

    (a)           if
      subject to a Contract secured by such Equipment, the original (or a certified
      copy of the original) counterpart thereof that constitutes “chattel paper” for
      purposes of the UCC, if the Original Price for such Equipment is $250,000 or
      greater, or, for any Contract

     

     

    
      
         

      

      
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          5
          -

        
          

        

      

      
         

      

    

     

    which
      does not constitute “chattel paper” (or for which the Original Price is an
      amount less than $250,000), a true and complete copy of the originally executed
      Contract; provided, however, for any Contract executed after the date of this
      Agreement, the Contract File shall contain an original counterpart or complete
      copy, as applicable, no later than ten (10) days after such Contract is
      executed;

     

    (b)           with
      respect to any Contract in excess of $100,000, evidence or verification of
      an
      insurance policy covering such risks and amounts and otherwise complying with
      the requirements of the Servicing Standard and the related Contract for any
      related Equipment (except where the related Lessee is self-insured in accordance
      with the terms of this Agreement);

     

    (c)           any
      loan or security agreement relating to such Equipment (or Contract) or any
      Contract related thereto, together with originals of any notes, instruments
      or
      documents relating thereto;

     

    (d)           each
      receipt of acceptance by the applicable Lessee of such Equipment (or Contract),
      if any;

     

    (e)           with
      respect to such Equipment (or Contract), each guaranty of any related Contract,
      if any;

     

    (f)           each
      UCC financing statement, as filed, which relates to such Equipment (or Contract)
      or any related Contract, if any;

     

    (g)           each
      amendment of any related Contract, if any; and

     

    (h)           each
      assignment of any related Contract, if any.

     

    “Contract
      Payment” means, with respect to any Contract, the minimum monthly or other
      periodic contractual rental or loan payment required to be made
      thereunder.

     

     “Control
      Agreement” means an agreement in form and substance satisfactory to the
      Agent which provides for the Agent to have “control” (as defined in
      Section 8-106(c) and (d) of the UCC, as such term relates to an
      uncertificated security or a security entitlement (as such terms are defined
      therein) or as used in Section 9-104 of the UCC, as such term relates to
      Deposit Accounts).

     

    “Controlled
      Group” means all members of a controlled group of corporations and all
      members of a controlled group of trades or businesses (whether or not
      incorporated) under common control which, together with any Borrower, are
      treated as a single employer under Section 414(b) or 414(c) of the Code or
      Section 4001 of ERISA.

     

    “CP
      Facility” means any commercial paper conduit facility, securitization
      facility, warehouse line or similar credit facility maintained by any LEAF
      SPE.

     

    “Credit
      Documents” collectively means this Agreement, the Notes, the Security
      Agreement, the Intercreditor Agreement, the Lockbox Agreement, any Control
      Agreement and

     

    
      
         

      

      
        -
          6
          -

        
          

        

      

      
         
each
        other agreement pursuant to which the Agent is granted a Lien to secure the
        Obligations, and each other agreement, certificate, document or instrument
        delivered in connection with any Credit Document, whether or not specifically
        mentioned herein or therein; provided that such term shall not include any
        Secured Hedging Agreement.

    

     

    “Default”
      means any Event of Default or any condition, occurrence or event which, after
      notice or lapse of time or both, would constitute an Event of
      Default.

     

    “Defaulted
      Contract” means any Contract for which: (a) any Contract Payment (or portion
      thereof) owing thereunder is more than 61 days delinquent (measured from its
      contractual due date); (b) the related Lessee is in default under any other
      provision of such Contract not dealt with in clause (a) and any applicable
      grace and/or cure period set forth in such Contract has expired and the Borrower
      has in accordance with its normal procedures declared such Contract to be in
      default; or (c) the Borrower has otherwise determined that the remaining
      amounts owing by the Lessee under such Contract are expected to be
      uncollectible.

     

    “Defaulting
      Lender” is defined in Section 4.11(a).

     

    “Deposit
      Accounts” means any and all demand, time, savings, passbook, lockbox or
      other accounts with a bank or other financial institution, including general
      deposit and cash concentration accounts, in which any cash, payments or receipts
      of or for the benefit of any Borrower are or are to be deposited, and all
      deposits therein and investments thereof, whether now or at any time hereafter
      existing.

     

    “Disposition”
      means any (a) sale, transfer, lease or other conveyance (including by way of
      merger, condemnation, casualty loss or sale/leaseback) of, (b) the granting
      of
      options or other rights to sell, transfer, lease or otherwise convey, any,
      or
      (c) the receipt of any condemnation, insurance or similar proceeds with respect
      to any casualty loss of, the Borrower’s assets (including the sale of Contracts
      or accounts receivables and the sale of Capital Securities, but not including
      an
      issuance of Capital Securities) to any other Person in a single transaction
      or
      event or series of related transactions or events.

     

    “Dollar”
      and the sign “$” mean lawful money of the United States.

     

    “Eligible
      Contract” means a Contract owned by the Borrower that, as of any date of
      determination, complies with the covenants set forth in this Agreement and
      each
      of the following requirements:

     

    (a)           Such
      Contract originated in the ordinary course of the Borrower’s business and is not
      a Defaulted Contract;

     

    (b)           Such
      Contract is a legal, valid and binding full recourse payment obligation of
      the
      related Lessee enforceable in accordance with its terms (except as may be
      limited by applicable insolvency, bankruptcy, moratorium, reorganization, or
      other similar laws affecting enforceability of creditors’ rights generally and
      the availability of equitable remedies) and is in full force and effect, is
      not
      subject to any defense, counterclaim or right of setoff, and has not been
      satisfied, subordinated or rescinded;

     

    
      
         

      

      
        -
          7
          -

        
          

        

      

      
         

      

    

     


    (c)           The
      initial stated term of such Contract is not greater than 180
      months;

     

    (d)           With
      the exception of any Contracts with a Governmental Authority required by law
      to
      have provisions to the contrary, the Lessee’s obligations under such Contract
      are “hell or high water” obligations that are, among other characteristics,
      non-cancelable, unconditional and not subject to any right of set-off,
      rescission, counterclaim, offset, reduction or recoupment except that, upon
      making of a Casualty Payment under such Contract, the obligation of the related
      Lessee to make Lease Payments thereunder may be reduced
      accordingly;

     

    (e)           Such
      Contract contains provisions requiring the Lessee to pay all sales, use, excise,
      rental, property or similar taxes imposed on or with respect to any related
      Equipment and to assume all risk of loss, damage, or destruction of such
      Equipment, and such Contract requires the Lessee to maintain any related
      Equipment in good and workable order and to obtain and maintain liability
      insurance, physical damage insurance and liability insurance on such Equipment
      subject thereto and to name the lessor (including any private label lessor)
      or
      lender under the Contract as a loss payee and an additional insured with respect
      thereto;

     

    (f)           The
      pledge by the Borrower to the Agent of a security interest in such Contract
      and
      the related Equipment will not violate the terms or provisions of such Contract
      or any other agreement to which any Borrower is a party or by which it is
      bound;

     

    (g)           Such
      Contract has not been rewritten or amended, other than in accordance with the
      written policies and procedures of Borrowers and consistent with their past
      practice, such that the amount of any Contract Payment owing pursuant to the
      terms of such Contract has been decreased, or any other obligations of the
      Lessee under such Contract have been diminished, due to any payment default
      or
      delinquency or the related Lessee’s financial inability to make such
      payments;

     

    (h)           The
      related Lessee is not subject to any action in bankruptcy, receivership,
      reorganization, insolvency or other material adverse change in its condition
      (since entering into the Contract);

     

    (i)           All
      payments owing under such Contract are required to be made in
      Dollars;

     

    (j)           Such
      Contract provides for the acceleration of all Lease Payments thereunder upon
      default by the Lessee;

     

    (k)           Such
      Contract requires that, if an Event of Loss occurs, the related Lessee must
      take
      one of the following actions:  (i) either (A) restore or repair the
      affected Equipment to good repair, condition and working order or (B) replace
      the Equipment with like equipment of the same or later model in good repair,
      condition and working order, and, in either case, continue to make Contract
      Payments on its regularly scheduled basis despite the occurrence of such Event
      of Loss; or (ii) make a lump sum payment in an amount that is not less than
      the
      then Net Present Value;

     

    (l)           Such
      Contract and the Equipment subject to such Contract are not subject to any
      Liens
      other than Permitted Liens;

     

     

    
      
         

      

      
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          8
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    (m)           The
      Agent has a first priority perfected security interest in such Contract (subject
      only to Permitted Liens), and a complete Contract File for such Contract is
      maintained either (i) with a custodian who holds such Contract Files for the
      benefit of the Agent, or (ii) in the chief executive office of the Borrowers
      (or
      such other location as is owned or, to the extent subject to a satisfactory
      landlord waiver in favor of the Agent, leased by the Borrower), in a secure
      and
      fireproof filing cabinet clearly identifying the contents thereof as Collateral
      hereunder, pledged to the Agent.

     

    (n)           The
      Agent (directly or through the Borrower) has a first priority perfected security
      interest in any Equipment subject to a finance lease (to the extent such
      Equipment has, in the aggregate, an Original Net Equipment Cost of $25,000
      or
      more);

     

    (o)           The
      Lessee and each item of Equipment subject to such Contract are domiciled or
      located within the United States and Puerto Rico, as applicable;
      and

     

    (p)           Such
      Contract is eligible for financing under a CP Facility.

     

    provided
      that, compliance with paragraph (m) above is hereby waived for the first three
      (3) Business Days following acquisition of such Contract pursuant to a Financed
      Acquisition.

     

    “Environmental
      Laws” means all applicable federal, state or local statutes, laws,
      ordinances, codes, rules, regulations and guidelines (including consent decrees
      and administrative orders) relating to public health and safety and protection
      of the environment.

     

    “Equipment”
      means inventory of the Borrower or equipment of a Lessee which is subject to
      a
      Contract or inventory of the Borrower held for the purpose of leasing or
      contracting for use, hire or purchase with clients of the Borrower.

     

     “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended, and
      any
      successor statute thereto of similar import, together with the regulations
      thereunder, in each case as in effect from time to time.  References
      to Sections of ERISA also refer to any successor Sections thereto.

     

    “Event
      of Default” is defined in Section 11.1.

     

    “Event
      of Loss” means, with respect to any Equipment as of any date of
      determination, any of the following events or conditions:

     

    (a)           total
      loss or destruction thereof;

     

    (b)           theft
      or disappearance thereof without recovery within sixty (60) days after such
      theft or disappearance first becomes known to the Borrower;

     

    (c)           damage
      rendering such Equipment unfit for normal use and, in the judgment of the
      Borrower, beyond repair at reasonable cost; and

     

    (d)           any
      condemnation, seizure, forced sale or other taking of title to or use of any
      such Equipment,

     

     

    
      
         

      

      
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          9
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    provided,
      however, no Equipment shall be deemed to be subject to an Event of Loss for
      so
      long as the Lessee continues to pay any Lease Payments with respect to such
      Equipment without reduction or offset.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Exemption
      Certificate” is defined in Section 4.6(e).

     

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

     

    “Financed
      Acquisition” means an acquisition of Contracts or of a division or line of
      business of another Person, by the Borrower from any Person in which the
      following conditions are satisfied:

     

    (a)           immediately
      before and immediately after giving effect to such acquisition, no Default
      or
      Event of Default shall have occurred and be continuing or would result
      therefrom;

     

    (b)           all
      transactions related thereto are consummated in accordance with applicable
      law;
      and

     

    (c)           the
      Borrower shall have delivered to the Agent a Borrowing Base Certificate
      evidencing compliance immediately following such acquisition, giving pro forma
      effect to the consummation of such acquisition and all Loans made in connection
      therewith.

     

    “Fiscal
      Quarter” means a fiscal quarter of the Borrower.

     

    “Fiscal
      Year” means the fiscal year of the Borrower (ending each December
      31).

     

    “GAAP”
      means generally accepted accounting principles in effect in the
      United States of America applied on a consistent basis.

     

    “Governmental
      Authority” means the government of the United States, any other nation or
      any political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government.

     

    “Hazardous
      Material” means (a) any “hazardous substance”, as defined by CERCLA,
      (b) any “hazardous waste”, as defined by the Resource Conservation and
      Recovery Act, as amended, or (c) any pollutant or contaminant or hazardous,
      dangerous or toxic chemical,

     

     

    
      
         

      

      
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          10
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    material
      or substance (including any petroleum product) within the meaning of any other
      applicable federal, state or local law, regulation, ordinance or requirement
      (including consent decrees and administrative orders) relating to or imposing
      liability or standards of conduct concerning any hazardous, toxic or dangerous
      waste, substance or material, all as amended.

     

    “Hedging
      Agreements” means, with respect to any Person, any currency exchange
      agreements, interest rate swap agreements, interest rate cap agreements and
      interest rate collar agreements, and all other agreements or arrangements
      designed to protect such Person against fluctuations in interest rates or
      currency exchange rates.

     

    “Hedging
      Obligations” means, with respect to any Person, all liabilities of such
      Person under Hedging Agreements.

     

    “Indebtedness”
      of any Person means all debts, liabilities and obligations of such Person
      including, without limitation:

     

    (a)           all
      obligations of such Person for borrowed money;

     

    (b)           all
      obligations of such Person evidenced by bonds, debentures, notes or similar
      instruments;

     

    (c)           all
      obligations, contingent or otherwise, relative to the face amount of all letters
      of credit, banker’s acceptances and similar extensions of credit, whether or not
      drawn, issued for the account of such Person;

     

    (d)           all
      Capitalized Lease Liabilities of such Person;

     

    (e)           net
      liabilities of such Person under all Hedging Obligations;

     

    (f)           whether
      or not so included as liabilities in accordance with GAAP, all obligations
      of
      such Person to pay the deferred purchase price of equity interests, property
      or
      services, and indebtedness secured by (or for which the holder of such
      indebtedness has an existing right, contingent or otherwise, to be secured
      by) a
      Lien on property owned or being acquired by such Person (including indebtedness
      arising under conditional sales or other title retention agreements), whether
      or
      not such indebtedness shall have been assumed by such Person or is limited
      in
      recourse;

     

    (g)           Off-Balance
      Sheet Liabilities of such Person;

     

    (h)           all
      Contingent Liabilities of such Person in respect of any of the foregoing
      (including any partial recourse obligation or liability to the maximum extent
      of
      such recourse, but excluding from any such amount, any fully non-recourse
      obligation or liability); and

     

    (i)           all
      accounts payable, income taxes payable and other accrued
      liabilities.

     

    The
      Indebtedness of any Person shall include the Indebtedness of any other Person
      (including any partnership in which such Person is a general partner) to the
      extent such Person is liable therefor as a result of such Person’s ownership
      interest in or other relationship 

     

    
      
         

      

      
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          11
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    with
      such
      other Person, except to the extent the terms of such Indebtedness provide that
      such Person is not liable therefor.

     

    “Indemnified
      Liabilities” is defined in Section 13.4.

     

    “Indemnified
      Parties” is defined in Section 13.4.

     

    “Intercreditor
      Agreement” means that certain Amended and Restated Intercreditor Agreement,
      dated as of April 18, 2005, as amended, restated, supplemented or otherwise
      modified from time to time, by and among the LEAF Agent, LEAF Financial, Leaf
      Funding, Sovereign Bank, OFC Capital, a division of ALFA Financial Corporation,
      National City Commercial Capital Corporation f/k/a Information Leasing
      Corporation, National City Bank, WestLB AG, New York Branch, Commerce Bank,
      National Association, Merrill Lynch Equipment Finance LLC, Merrill Lynch
      Commercial Finance Corp., LEAF Institutional Direct Management, LLC, Lease
      Equity Appreciation Fund I, L.P., Lease Equity Appreciation Fund II, L.P.,
      LEAF
      Fund I, LLC, LEAF Fund II, LLC, RCC Commercial, Inc., Resource Capital Funding,
      LLC, Black Forest Funding Corporation, Bayerische Hypo-Und Vereinsbank AG,
      New
      York Branch, U.S. Bank National Association, and any additional Persons who
      become parties thereto in accordance with the terms thereof.

     

    “Interest
      Period” means, relative to any LIBOR Loan, the period beginning on (and
      including) the date on which such LIBOR Loan is made or continued as, or
      converted into, a LIBOR Loan and shall end on (but exclude) the day which
      numerically corresponds to such date one, two, or three months thereafter
      provided, however, that:

     

    (a)           the
      Interest Period shall commence on the date of advance of or conversion to any
      LIBOR Loan and, in the case of immediately successive Interest Periods, each
      successive Interest Period shall commence on the date on which the next
      preceding Interest Period expires;

     

    (b)           if
      any Interest Period would otherwise expire on a day that is not a Business
      Day,
      such Interest Period shall expire on the next succeeding Business Day; provided,
      that if any Interest Period with respect to a LIBOR Loan would otherwise expire
      on a day that is not a Business Day but is a day of the month after which no
      further Business Day occurs in such month, such Interest Period shall expire
      on
      the next preceding Business Day;

     

    (c)           any
      Interest Period with respect to a LIBOR Loan that begins on the last Business
      Day of a calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest Period)
      shall end on the last Business Day of the relevant calendar month at the end
      of
      such Interest Period;

     

    (d)           no
      Interest Period shall extend beyond the Termination Date; and

     

    (e)           there
      shall be no more than six (6) different Interest Periods applicable to LIBOR
      Loans outstanding at any time.

     

    “Investment”
means,
      relative to any Person, (a)
      any loan, advance or extension of credit made by such Person to any other
      Person, including the purchase by such Person of any 

    
      
         

      

      
        -
          12
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bonds,
        notes, debentures or other debt securities of any other Person (excluding,
        however, commission, travel, petty cash and similar advances to officers,
        employees, consultants and agents in the ordinary course of business), and
        (b)
        any Capital Securities held by such Person in any other Person.  The
        amount of any Investment shall be the original principal or capital amount
        thereof less all returns of principal or equity thereon and shall, if made
        by
        the transfer or exchange of property other than cash, be deemed to have been
        made in an original principal or capital amount equal to the fair market
        value
        of such property at the time of such Investment, provided however that any
        purchases of Contracts shall not be deemed to be Investments.

    

     

    “LEAF
      Agent” means National City, in its capacity as administrative agent under
      the LEAF Credit Agreement, or any successor thereto as administrative
      agent.

     

    “LEAF
      Credit Agreement” means that certain Credit Agreement, dated July 31, 2006,
      among the LEAF Financial and LEAF Funding, as Borrowers, the lenders thereunder,
      and the LEAF Agent, as amended, supplemented, amended and restated or otherwise
      modified from time to time.

     

     “LEAF
      Financial” means LEAF Financial Corporation, a Delaware
      corporation.

     

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

     

    “LEAF
      SPE” means any special purpose entity or similar bankruptcy remote entity,
      whether or not an Affiliate of the Borrower, for which LEAF Financial provides
      servicing under a Servicing Agreement.

     

    “Lease
      Payment” means, with respect to any Contract, any Contract Payment or other
      payment required to be paid by the related Lessee under such
      Contract.

     

    “Lender
      Assignment Agreement” means an assignment agreement substantially in the
      form of Exhibit F hereto.

     

    “Lenders”
      is defined in the preamble (including any Person that becomes a Lender pursuant
      to Section 13.11(a)).

     

     “Lessee”
      means a Person that is contractually obligated to make rental or loan and other
      payments under a Contract (whether or not a lease), including any guarantor
      of
      such obligations.

     

    “LIBOR”
      means, relative to any Interest Period for any LIBOR Loan, the rate of interest
      equal to the average (rounded upwards, if necessary, to the nearest 1/100 of
      1%)
      of the rates per annum at which Dollar deposits in immediately available funds
      are offered to Agent in the London interbank market at or about 11:00 a.m.
      London, England time two (2) Business Days prior to the beginning of such
      Interest Period for delivery on the first day of such Interest Period, and
      in an
      amount approximately equal to the amount of such LIBOR Loan and for a period
      approximately equal to such Interest Period.

     

    “LIBOR
      (Reserve Adjusted)” means, relative to any
      Loan to be made, continued or maintained as, or converted into, a LIBOR Loan
      for
      any Interest Period, a rate per annum 

     

    
      
         

      

      
        -
          13
          -

        
          

        

      

      
         
(rounded
        upwards, if necessary, to the nearest 1/100 of 1%) determined pursuant to
        the
        following formula:

    

     

    LIBOR
      (Reserve
      Adjusted)                                                                =           LIBOR

     

    1.00
      - LIBOR Reserve
      Percentage

     

    “LIBOR
      Flex Rate” means the quotient of (a) a fluctuating rate per annum which is
      designated or published from time to time by the Agent as being its “One Month
      LIBOR Rate” (which, unless Agent otherwise notifies the Borrower, shall be equal
      to the rate of interest (rounded upwards, if necessary, to the nearest
      1/100th of 1%),
      at or about 11:00 a.m. London, England time, two (2) Business Days prior to
      the
      applicable Change Date (as defined below), as listed on the British Bankers
      Association Interest LIBOR 01 or 02 as provided by Reuters (or another similar
      service if Reuters is unavailable), as the rate at which Dollar deposits with
      a
      maturity of one month are offered to Agent in the London interbank market)
      (it
      being acknowledged that the LIBOR Flex Rate is not necessarily (i) the lowest
      rate of interest or the only “LIBOR” denominated interest rate then available
      from the Agent on fluctuating rate loans or (ii) calculated in the same manner
      as any other “LIBOR” denominated interest rate offered by the Agent) divided
      by (b) a number equal to 1.00 minus the LIBOR Reserve
      Percentage.  It is further acknowledged that the LIBOR Flex Rate is
      not necessarily calculated in the same manner as any other “LIBOR” denominated
      interest rate offered by any other bank or published by any
      publication.  The Agent will inform the Borrower of the current LIBOR
      Flex Rate upon their request.  The interest rate change will not occur
      more often than once each month and shall be based on the LIBOR Flex Rate
      effective as of the last business day of each month (the “Change Date”)
      and apply thereafter until the next Change Date.  If the LIBOR Flex
      Rate becomes unavailable during the term of any Loan, the Agent may designate
      a
      substitute index after notice to the Borrowers.  The Borrower
      understands that Agent may make loans based on other indexes or rates as
      well.

     

    “LIBOR
      Flex Rate Loan” means a Loan bearing interest at a fluctuating rate
      determined by reference to the LIBOR Flex Rate.

     

     “LIBOR
      Loan” means a Loan bearing interest, at all times during an Interest Period
      applicable to such Loan, at a rate of interest determined by reference to LIBOR
      (Reserve Adjusted).

     

    “LIBOR
      Reserve Percentage” means, relative to any Interest Period for LIBOR Loans,
      the reserve percentage (expressed as a decimal) equal to the maximum aggregate
      reserve requirements (including all basic, emergency, supplemental, marginal
      and
      other reserves and taking into account any transitional adjustments or other
      scheduled changes in reserve requirements) specified under regulations issued
      from time to time by the Board and then applicable to assets or liabilities
      consisting of or including “Eurocurrency Liabilities”, as currently defined in
      Regulation D of the Board, having a term approximately equal or comparable
      to such Interest Period.

     

    “Lien”
means
      any security interest, mortgage,
      pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
      (statutory or otherwise), charge against or interest in 

    
      
         

      

      
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property,
        or other priority or preferential arrangement of any kind or nature whatsoever,
        to secure payment of a debt or performance of an obligation.

    

     

    “Loan”
      means a loan made pursuant to Section 2.1(a).

     

    “Lockbox
      Agreement” means that certain Lockbox Agency and Control Agreement dated as
      of July 31, 2006, as amended, restated, supplemented or otherwise modified
      from
      time to time, among LEAF Financial, LEAF Funding, LEAF Institutional Direct
      Management, LLC, a Delaware limited liability company, Lease Equity Appreciation
      Fund I, L.P., a Delaware limited partnership, U.S. Bank National Association,
      in
      its capacity as Lockbox Agent and as Lockbox Bank thereunder, LEAF Agent, and
      any additional Persons who become parties thereto in accordance with the terms
      thereof.

     

    “Management
      Agreements” shall mean any agreements or arrangements among the shareholders
      and employment (including any phantom equity arrangements) and non-compete
      agreements or arrangements between the Borrower and any of its directors,
      officers or employees.

     

    “Material
      Adverse Effect” means, with respect to any event, act, condition or
      occurrence of whatever nature (including any adverse determination in any
      litigation, arbitration, or governmental investigation or proceeding), whether
      singularly or in conjunction with any other event or events, act or acts,
      condition or conditions, occurrence or occurrences whether or not related,
      a
      material adverse change in, or a material adverse effect on, (a) the business,
      results of operations, condition (financial or otherwise), assets, liabilities
      or prospects of the Borrower, (b) the ability of the Borrower to perform any
      of
      its obligations under any of the Credit Documents, (c) the rights and remedies
      of any Secured Party under any of the Credit Documents or (d) the legality,
      validity or enforceability of any of the Credit Documents.

     

    “Monthly
      Payment Date” means the first (1st) day
      of each
      month, or, if any such day is not a Business Day, the next succeeding Business
      Day.

     

    “Moody’s”
      means Moody’s Investors Service, Inc. or any successor.

     

    “National
      City” is defined in the preamble.

     

    “Net
      Disposition Proceeds” means with respect to any Disposition, the
excess of:

     

    (a)           the
      gross cash proceeds received by the Borrower, from any such Disposition and
      any
      cash payments in immediately available funds received in respect of promissory
      notes (or other non-cash consideration) delivered to the Borrower in respect
      thereof; over

     

    (b)           the
      sum of (i) all reasonable and customary commissions, legal, and other
      professional fees, sales commissions and other reasonable and customary costs
      and disbursements, in each case actually incurred in connection with such
      Disposition, and (ii) payments
      made by the Borrower to retire any Indebtedness of the Borrower where payment
      of
      such Indebtedness is required in connection with such
      Disposition.

     

    
      
         

      

      
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          15
          -

        
          

        

      

      
         

      

    

    “Non-Excluded
      Taxes” means any Taxes other than net income, net profit and franchise
      taxes, and property (other than Taxes attributable to the Loan transactions),
      business privilege or capital stock (other than Taxes attributable to the Loan
      transactions), employment related or similar Taxes imposed with respect to
      the
      Agent or any Lender by any Governmental Authority under the laws of which the
      Agent or such Lender is organized, in which it maintains its applicable lending
      office or in which it is engaged in business activity through the presence
      of
      any office, employees, agent or other representative.

     

    “Non-U.S.
      Lender” means any Lender or Participant that is not a “United States
      person”, as defined under Section 7701(a)(30) of the Code.

     

    “Note”
      means a promissory note of the Borrower payable to a Lender, in the form of
      Exhibit A hereto (as such promissory note may be amended, endorsed
      or otherwise modified from time to time), evidencing the aggregate Indebtedness
      of the Borrower to such Lender resulting from outstanding Loans, and also means
      all other promissory notes accepted from time to time in substitution therefor
      or renewal thereof.

     

     “Obligations”
      means, in each case, whether now in existence or hereafter arising: (a) the
      principal of and interest on (including, without limitation, any interest
      accruing after the filing of any petition in bankruptcy or the commencement
      of
      any insolvency, reorganization or like proceeding, whether or not a claim for
      post-filing or post-petition interest is allowed in such proceeding) the Loans;
      (b) all other obligations (monetary or otherwise, whether absolute or
      contingent, matured or unmatured) of the Borrower arising under or in connection
      with a Credit Document or a Secured Hedging Agreement; and (c) all other fees,
      expenses and commissions (including, without limitation, attorney’s fees),
      charges, indebtedness, loans, liabilities, financial accommodations,
      obligations, covenants and duties owing by the Borrower to any Secured Party,
      of
      every kind, nature and description, direct or indirect, absolute or contingent,
      due or to become due, contractual or tortious, liquidated or unliquidated,
      that
      relate to any Credit Document or Secured Hedging Agreement.

     

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

     

    “Off-Balance
      Sheet Liabilities” of any Person means (a) any repurchase obligation or
      liability of such Person with respect to accounts or notes receivable sold
      by
      such Person, (b) any liability of such Person under any sale and leaseback
      transactions which do not create a liability on the balance sheet of such
      Person, (c) any obligation of such Person under any Synthetic Lease or (d)
      any
      obligation arising with respect to any other transaction which is the functional
      equivalent of or takes the place of borrowing but which does not constitute
      a
      liability on the balance sheet of such Person.

     

    “Organizational
      Document” means, relative to any Person, as applicable, its certificate of
      incorporation, by-laws, certificate of partnership, partnership agreement,
      certificate of formation, limited liability agreement and all shareholder
      agreements, voting trusts and similar arrangements
      applicable to any of such Person’s partnership interests, limited liability
      company interests or authorized shares of Capital
      Securities.

     

    
      
         

      

      
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    “Original
      Net Equipment Cost” means, with respect to any Equipment subject to an
      Eligible Contract, an amount equal to (a) the Borrower’s cost in accordance with
      GAAP, less (b) the amount of any advance, security deposit or other up-front
      payment made by the applicable Lessee to such Borrower with respect to such
      Equipment or the related Contract.

     

    “Original
      Price” means, with respect to any Equipment subject to a Contract (a) which
      is originated by LEAF Financial or LEAF Funding, the original invoice price
      of
      any related Equipment subject to such Contract, and, (b) any other such
      Equipment, the amount paid by the Borrower to purchase the related
      Contract.

     

    “Other
      Taxes” means any and all stamp, documentary or similar taxes, or any other
      excise or property taxes or similar levies that arise on account of any payment
      made or required to be made under any Credit Document or from the execution,
      delivery, registration, recording or enforcement of any Credit
      Document.

     

    “Participant”
      is defined in Section 13.11(b).

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation and any entity succeeding to
      any
      or all of its functions under ERISA.

     

    “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 (other than a multiemployer
      plan as defined in Section 4001(a)(3) of ERISA), and to which the Borrower
      or
      any corporation, trade or business that is, along with the Borrower, a member
      of
      a Controlled Group, may have 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.

     

    “Percentage”
      means, relative to any Lender, the percentage opposite its name on
      Schedule I hereto under the Commitment column or set forth in a Lender
      Assignment Agreement under the Commitment column, as such percentage may be
      adjusted from time to time pursuant to Lender Assignment Agreements executed
      by
      such Lender and its Assignee Lender and delivered pursuant to
      Section 13.11(a).

     

    “Person”
      means any natural person, corporation, limited liability company, partnership,
      joint venture, association, trust or unincorporated organization, Governmental
      Authority or any other legal entity, whether acting in an individual, fiduciary
      or other capacity.

     

    “Plan”
      means any Pension Plan or Welfare Plan.

     

    “Register”
      is defined in Section 13.11(c).

     

    “Related
      Fund” means, with respect to any Lender, any fund that invests in loans and
      whose decisions relating to such loans is controlled (by contract or otherwise)
      by such Lender
      or, in the case of a Lender that is a fund, by the same investment advisor
      as
      such Lender or by an Affiliate of such investment advisor.

     

    “Release”
      means a “release”, as such term is defined in CERCLA.

     

    
      
         

      

      
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          17
          -

        
          

        

      

      
         

      

    

    “Required
      Lenders” means Lenders holding more than fifty percent (50%) of the Total
      Exposure Amount.

     

    “Resource
      Conservation and Recovery Act” means the Resource Conservation and Recovery
      Act, 42 U.S.C. Section 6901, et seq., as
      amended.

     

    “Restricted
      Payment” means (a) the declaration or payment of any dividend (other than
      dividends payable solely in Capital Securities of the Borrower) on, or the
      making of any payment (including, without limitation, principal, interest,
      fees
      or expenses) or distribution on account of, or setting apart assets for a
      sinking or other analogous fund for, the purchase, redemption, defeasance,
      retirement or other acquisition of any class of Capital Securities of the
      Borrower or any options, warrants, or other rights to purchase any such Capital
      Securities, whether now or hereafter outstanding, or the making of any other
      distribution in respect thereof, either directly or indirectly, whether in
      cash
      or property, obligations of the Borrower or otherwise, or (b) any payment by
      the
      Borrower of any management or consulting fee to any Person or of any salary,
      bonus or other form of compensation to any Person who is an Affiliate or
      executive officer of any such Person, but excluding any such salary, bonus
      or
      other form of compensation to the extent approved by Parent.

     

    “S&P”
      means Standard & Poor’s Rating Services, a division of McGraw-Hill, Inc., or
      any successor.

     

    “Sanctioned
      Country” means a country subject to a sanctions program identified on the
      list maintained by OFAC and available at
http://www.treas.gov/offices/enforcement /ofac/sanctions/index.html, or
      as otherwise published from time to time.

     

    “Sanctioned
      Person” means (a) a Person named on the list of “Specially Designated
      Nationals and Blocked Persons” maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as
      otherwise published from time to time, or (b) (i) an agency of the government
      of
      a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country,
      or (iii) a person resident in a Sanctioned Country, to the extent subject to
      a
      sanctions program administered by OFAC.

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Secured
      Hedging Agreement” means, collectively, any Hedging Agreement entered into
      by the Borrower under which the counterparty of such agreement is (or at the
      time such agreement was entered into, was) a Lender or an Affiliate of a
      Lender.

     

    “Secured
      Hedging Obligations” means any Obligations with respect to Secured Hedging
      Agreements.

     

    “Secured
      Parties” means, collectively, the Lenders, the Agent, each counterparty to a
      Secured Hedging Agreement, and (in each case) each of their permitted respective
      successors, transferees and assigns.

     

    
      
         

      

      
        -
          18
          -

        
          

        

      

      
         

      

    

    “Security
      Agreement” means the Security Agreement executed and delivered by the
      Borrower pursuant to this Agreement, as amended, supplemented, amended and
      restated or otherwise modified from time to time.

     

    “Servicer
      Default” means any default by LEAF Financial under any Servicing Agreement,
      in connection with which, (a) the Borrower has received notice and which is
      not
      cured within the period allowed under such Servicing Agreement and (b) the
      result of which is to permit the removal of the Borrower as
      servicer.

     

    “Servicing
      Agreement” means (a) the Interim Servicing Agreement (as such term is
      defined in the Purchase Agreement) and (b) any agreement pursuant to which
      LEAF
      Financial agrees to service Contracts owned by the Borrower or an Affiliate
      of
      the Borrower or a LEAF SPE.

     

    “Servicing
      Standard” means the degree of diligence, prudence, skill and care with which
      the Borrower customarily service Contracts held for their own account and,
      in
      any event, in a manner consistent with the customary and usual practices of
      other servicers of comparable contracts and equipment.

     

    “SFAS
      133/138” means, Statement of Financial Accounting Standards No. 133 –
“Accounting for Derivative Instruments and Hedging Activities” and Statement of
      Financial Accounting Standards No. 138 – “Accounting for Certain Derivative
      Instruments and Certain Hedging Activities, an amendment to FASB Statement
      No.
      133” issued by the Financial Accounting Standard Board, as such pronouncement
      may be amended from time to time in accordance with its terms.

     

    “Subsidiary”
      means, with respect to any Person, any other Person of which more than 50%
      of
      the Voting Securities of such other Person (irrespective of whether at the
      time
      Capital Securities of any other class or classes of such other Person shall
      or
      might have voting power upon the occurrence of any contingency) is at the time
      directly or indirectly owned or controlled by such Person, by such Person and
      one or more other Subsidiaries of such Person, or by one or more other
      Subsidiaries of such Person.  Unless the context otherwise
      specifically requires, the term “Subsidiary” shall be a reference to a
      Subsidiary of the Borrower.

     

    “Synthetic
      Lease” means, as applied to any Person, any lease (including leases that may
      be terminated by the lessee at any time) of any property (whether real, personal
      or mixed) if both (a) the lease is not a capital lease in accordance with
      GAAP and (b) the lessee is claiming ownership of the property so leased for
      federal income tax purposes, other than any such lease under which that Person
      is the lessor.

     

    “Taxes”
      means any and all income, stamp or other taxes, duties, levies, imposts,
      charges, fees, deductions or withholdings, now or hereafter imposed, levied,
      collected, withheld or assessed by any Governmental Authority, and all interest,
      penalties or similar liabilities with respect thereto.

     

    “Termination
      Date” means the earliest of (a) August 31, 2007, and (b) the date on which
      the Commitments are terminated in full or permanently reduced to zero pursuant
      to the terms of this Agreement.

     

    
      
         

      

      
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          19
          -

        
          

        

      

      
         

      

    

    “Total
      Exposure Amount” means, on any date of determination, the outstanding
      principal amount of all Loans and the unfunded amount of the
      Commitments.

     

    “Total
      Liabilities” means, on any date, without duplication, the outstanding
      principal (or equivalent)  amount of all Indebtedness of the Borrower
      described in paragraphs “(a)”, “(b)” or “(c)” of the definition of
“Indebtedness”, as of such date.

     

    “Type”
      means, relative to any Loan, the portion thereof, if any, being maintained
      as a
      Base Rate Loan, a LIBOR Loan or a LIBOR Flex Rate Loan.

     

    “UCC”
      means the Uniform Commercial Code as in effect from time to time in the
      Commonwealth of Pennsylvania; provided, that if, with respect to any financing
      statement or by reason of any provisions of law, the perfection or the effect
      of
      perfection or non-perfection of the security interests granted to the Agent
      pursuant to the applicable Credit Document is governed by the Uniform Commercial
      Code as in effect in a jurisdiction of the United States other than
      Pennsylvania, “UCC” means the Uniform Commercial Code as in effect from time to
      time in such other jurisdiction for purposes of the provisions of each Credit
      Document and any financing statement relating to such perfection or effect
      of
      perfection or non-perfection.

     

    “United
      States” or “U.S.” means the United States of America, its fifty
      states and the District of Columbia.

     

    “Voting
      Securities” means, with respect to any Person, Capital Securities of any
      class or kind ordinarily having the power to vote for the election of directors,
      managers, managing general partners or other voting members of the governing
      body of such Person.

     

    “Welfare
      Plan” means a “welfare plan”, as such term is defined in
      Section 3(1) of ERISA.

     

    Section
      1.2                                Use
      of Defined Terms.  Unless
      otherwise defined or the context otherwise requires, terms for which meanings
      are provided in this Agreement shall have such meanings when used in each other
      Credit Document, and each notice and other communication delivered from time
      to
      time in connection with this Agreement or any other Credit
      Document.

     

    Section
      1.3                                Cross-References.  Unless
      otherwise specified, references in a Credit Document to any Article or Section
      are references to such Article or Section of such Credit Document, and
      references in any Article, Section or definition to any clause are references
      to
      such clause of such Article, Section or definition.

     

    Section
      1.4                                Accounting
      and Financial Determinations.  Unless
      otherwise specified, all accounting terms used in each Credit Document shall
      be
      interpreted, and all accounting determinations and computations thereunder
      shall
      be made, in accordance with GAAP applied in the preparation of the most recent
      financial statements referred to in Section 5.1(e).  If any
      preparation in the financial statements referred to in Section 7.1 hereafter
      occasioned
      by the promulgation of rules, regulations, pronouncements and opinions by or
      required by the Financial Accounting Standards Board or the American Institute
      of Certified Public Accountants (or successors thereto or agencies with similar
      functions) results in a change in any results, amounts, calculations, ratios,
      standards or terms found in this Agreement from 

     

    
      
         

      

      
        -
          20
          -

        
          

        

      

      
         
those
        which would be derived or be applicable absent such changes, the Borrower
        may
        reflect such changes in the financial statements required to be delivered
        pursuant to Section 7.1.  Upon the request of the Borrower or any
        Secured Party, the parties hereto agree to enter into negotiations in order
        to
        amend the financial covenants and other terms of this Agreement if there
        occur
        any changes in GAAP that have a material effect on the financial statements
        of
        the Borrower, so as to equitably reflect such changes with the desired result
        that the criteria for evaluating the financial condition of the Borrower
        and
        such other terms shall be the same in all material respects after such changes
        as if the changes had not been made.  Unless otherwise expressly
        provided, all financial covenants and defined financial terms shall be computed
        on a consolidated basis for the Borrower, in each case without
        duplication.

    

     

    ARTICLE
      II

     

    REVOLVING
      CREDIT FACILITY

     

    Section
      2.1                                Loans.  Subject
      to the terms and conditions of this
      Agreement, from time to time on any Business Day occurring from and after the
      Closing Date but prior to the Termination Date, each Lender agrees, severally
      but not jointly, that it will make Loans to the Borrower equal to such Lender’s
      Percentage of the aggregate amount of each Borrowing of Loans requested by
      the
      Borrower; provided, that (a) the aggregate principal amount of all
      outstanding Loans (after giving effect to any amount requested) shall not exceed
      the lower of (i) the Borrowing Base and (ii) the Aggregate Commitment; and
      (b) the principal amount of outstanding Loans (after giving effect to any
      amount requested) from any Lender to the Borrower shall not at any time exceed
      such Lender’s Commitment as set forth on Schedule I hereto.  Each Loan
      by a Lender shall be in a principal amount equal to such Lender’s Percentage of
      the aggregate principal amount of Loans requested on such
      occasion.  Subject to the terms and conditions hereof, the Borrower
      may borrow, repay and reborrow Loans hereunder prior to the Termination
      Date.

     

    Section
      2.2                                Reduction
      of Aggregate Commitment Amount.  The
      Borrower may (without premium or penalty), from time to time on any Business
      Day
      occurring after the Closing Date, voluntarily reduce the amount of the Aggregate
      Commitment on the Business Day so specified by the Borrower; provided, however,
      that all such reductions shall require at least three (3) Business Days’ prior
      notice to the Agent and be permanent, and any partial reduction of the Aggregate
      Commitment shall be in a minimum amount of $5,000,000 and in any integral
      multiple of $1,000,000 in excess thereof.  Each Lender’s Commitment
      shall be reduced by its Percentage of the reduction of the Aggregate
      Commitment.

     

    Section
      2.3                                Borrowing
      Procedures.  The
      Borrower shall give the Agent irrevocable prior written notice in the form
      of a
      Borrowing Request (a) not later than 1:00 p.m. on the day a Borrowing of a
      Base
      Rate Loan or LIBOR Flex Rate Loan is to be made and (b) at least three (3)
      Business Days prior to the date that a LIBOR Loan is to be made.  Each
      Borrowing Request shall be (i) in the case of Base Rate Loans or LIBOR Flex
      Rate
      Loans, in a minimum amount of $100,000 and any integral multiple of $100,000
      in
      excess thereof, and (ii) in the
      case
      of LIBOR Loans, in a minimum amount of $1,000,000 and any integral multiple
      of
      $500,000 in excess thereof, or, in either case, in the unused amount of the
      Commitment.  On the terms and subject to the conditions of this
      Agreement, each Borrowing shall be comprised of the Type of Loans, and shall
      be
      made on the Business Day, specified in such Borrowing
      Request.  

    
      
         

      

      
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          21
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Promptly
        upon receipt, the Agent will notify all Lenders of the receipt of the Borrowing
        Request.  By 4:00 p.m. on the date of such Borrowing, each Lender
        shall deposit with the Agent same day funds in an amount equal to such Lender’s
        Percentage of the requested Borrowing.  Such deposit will be made to
        an account which the Agent shall specify from time to time by written notice
        to
        the Lenders.  To the extent funds are received from the Lenders, the
        Agent shall make such funds available to the Borrower by wire transfer to
        the
        account the Borrower shall have specified in their Borrowing
        Request.  No Lender’s obligation to make any Loan shall be affected by
        any other Lender’s failure to make any Loan.

    

     

    Section
      2.4                                Continuation
      and Conversion Elections.  By
      delivering a Continuation/Conversion Notice to the Agent on or before 12:00
      noon
      on a Business Day, the Borrower may from time to time irrevocably elect, on
      not
      less three (3) Business Days’ (but not more than five (5) Business Days) notice,
      that all, or any portion of any Borrowing of one Type of Loan may be converted
      into the other Type of Loan (or continued, as to any LIBOR Loan), in minimum
      amounts of $1,000,000 and any integral multiple of $500,000 in excess thereof;
      provided that, in the absence of delivery of a Continuation/Conversion Notice
      with respect to any LIBOR Loan at least three (3) Business Days before the
      last
      day of the then current Interest Period with respect thereto, such LIBOR Loan
      shall, on such last day, automatically convert to a Base Rate Loan; provided
      further, that, that (x) each such conversion or continuation shall be pro
      rated among the applicable outstanding Loans of all Lenders that have made
      such
      Loans, and (y) no portion of the outstanding principal amount of any Loans
      may be continued as, or be converted into, LIBOR Loans when any Default or
      Event
      of Default has occurred and is continuing.

     

    Section
      2.5                                Funding.  Each
      Lender may, if it so elects, fulfill its obligation to make, continue or convert
      LIBOR Loans hereunder by causing one of its foreign branches or Affiliates
      (or
      an international banking facility created by such Lender) to make or maintain
      such LIBOR Loan; provided, however, that such LIBOR Loan shall nonetheless
      be
      deemed to have been made and to be held by such Lender, and the obligation
      of
      the Borrower to repay such LIBOR Loan shall nevertheless be to such Lender
      for
      the account of such foreign branch, Affiliate or international banking
      facility.  In addition, the Borrower hereby consents and agrees that,
      for purposes of any determination to be made for purposes of Sections 4.1,
      4.2,
      4.3 or 4.4, it shall be conclusively assumed that each Lender elected to fund
      all LIBOR Loans by purchasing Dollar deposits in the interbank eurodollar
      market.

     

    Section
      2.6                                Notes. The
      Borrower agrees that, upon the request to the Agent by any Lender, the Borrower
      will execute and deliver to such Lender a Note evidencing the Loans made by,
      and
      payable to the order of, such Lender in a maximum principal amount equal to
      such
      Lender’s Commitment.  The Borrower hereby irrevocably authorize each
      Lender to make (or cause to be made) appropriate notations on any grid attached
      to such Notes (or on any continuation of such grid), which notations, if made,
      shall evidence, inter alia, the date of, the outstanding principal of,
      and the interest rate and Interest Period applicable to the Loans evidenced
      thereby.  Such notations shall, to the extent not inconsistent with
      notations made by the
      Agent
      in the Register, be conclusive and binding on the Borrower absent manifest
      error; provided, however, that the failure of any Lender to make any such
      notations or any error in any such notation shall not limit or otherwise affect
      any Obligations of the Borrower.

    
      
         

      

      
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    ARTICLE
      III

     

    REPAYMENTS,
      PREPAYMENTS, INTEREST AND FEES

     

    Section
      3.1                                Repayments
      and Prepayments; Application.  The
      Borrower shall repay in full all principal, interest and Obligations on the
      Termination Date.  Prior thereto, prepayments of Loans shall or may be
      made as set forth below.

     

    (a)           Voluntary
      Prepayments.  From
      time to time on any Business Day, the Borrower may make a voluntary prepayment,
      in whole or in part, without premium or penalty, of the outstanding principal
      amount of any Loan; provided, however, that: (i) any such prepayment shall
      be
      applied, first, to any Base Rate Loans, second, to any LIBOR Flex Rate Loans,
      and, third, pro rata among LIBOR Loans having the same Interest Period, in
      the
      direct order of maturity of such Interest Periods; (ii) any such voluntary
      prepayment of any Loan made in part, and not in whole, shall be in a minimum
      amount of $500,000 and any integral multiple of $100,000 in excess thereof;
      and
      (iii) the Borrower shall comply with Section 4.4 in the event any
      LIBOR Loan is prepaid on any day other than the last day of the Interest Period
      for such LIBOR Loan.

     

    (b)           Mandatory
      Prepayments.

     

    (i)           Loan
      Prepayments.  On
      any date when the sum of the aggregate outstanding principal amount of all
      Loans exceeds the lesser of (A) the Aggregate Commitment (as it may be reduced
      from time to time pursuant to this Agreement), and (B) the Borrowing Base,
      the
      Borrower shall make a mandatory prepayment of Loans in an aggregate amount
      equal
      to such excess.

     

    (ii)           Prepayments
      of Net Disposition Proceeds.  Immediately
      upon the receipt by the Borrower of any Net Disposition Proceeds, the Borrower
      shall make a mandatory prepayment of the Loans in an amount equal to 100% of
      such Net Disposition Proceeds, to the extent necessary to comply with paragraph
      (i) above.

     

    (iii)           Prepayments
      upon Acceleration.  Immediately
      upon any acceleration of any Loans pursuant to Section 11.2 or
      Section 11.3, the Borrower shall repay all the Loans, unless, pursuant to
      Section 11.3, only a portion of all the Loans is so accelerated (in which
      case the portion so accelerated shall be so repaid).  Such amounts
      shall be applied in accordance with Section 11.4.

     

    Section
      3.2                                Interest
      Provisions.  Interest
      on the outstanding principal amount of Loans shall accrue and be payable in
      accordance with the terms set forth below.

     

    (a)           Rates.  Subject
      to Sections 2.3 and 2.4, pursuant to an appropriately delivered Borrowing
      Request or Continuation/Conversion Notice, the Borrower may elect that Loans
      comprising a Borrowing accrue interest at a rate per annum:


                  
      (i)           on that
      portion maintained from time to time as a Base Rate Loan, equal to the sum
      of
      the Adjusted Base Rate from time to time in effect plus the Applicable
      Margin;

     

    
      
         

      

      
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    (ii)           on
      that portion maintained as a LIBOR Loan, during each Interest Period applicable
      thereto, equal to the sum of LIBOR (Reserve Adjusted) for such Interest Period
      plus the Applicable Margin; and

     

    (iii)           on
      that portion maintained from time to time as a LIBOR Flex Rate Loan, equal
      to
      the sum of the LIBOR Flex Rate from time to time in effect plus the Applicable
      Margin;

     

    All
      LIBOR
      Loans shall bear interest from and including the first day of the applicable
      Interest Period to (but not including) the last day of such Interest Period
      at
      the interest rate determined as applicable to such LIBOR Loan.

     

    (b)           Default
      Rate.  Notwithstanding
      the foregoing, the Borrower will pay to the Agent, for the account of the party
      entitled thereto, interest, at a rate per annum (the “Default Rate”) equal to
      the Adjusted Base Rate from time to time in effect (or, as to any LIBOR Loan
      then outstanding, the LIBOR (Reserve Adjusted) rate applicable to such LIBOR
      Loan during the remainder of the related Interest Period prior to conversion
      thereof pursuant to Section 2.4), plus the sum of (i) the Applicable Margin
      applicable thereto and (ii) an additional margin of 3% per annum, to the fullest
      extent permitted by law, on any amount payable by the Borrower under any Credit
      Document to or for the account of the Agent or any Lender that is not paid
      in
      full when due (whether at stated maturity, by acceleration, or otherwise) or
      that is outstanding after the Agent has notified the Borrower that any other
      Event of Default exists and that the Default Rate will apply, for the period
      from and including the due date thereof, or in the case of other Events of
      Default, the date the Agent has notified the Borrower that the Default Rate
      will
      begin to accrue, to but excluding the date the same is paid in full (or in
      the
      case of any other Event of Default, until the Event of Default no longer
      exists). Interest payable at the Default Rate shall be payable from time to
      time
      on demand or, if not earlier demanded, on each Monthly Payment
      Date.

     

    (c)           Payment
      Dates.  Interest
      accrued on each Loan shall be payable, without duplication:

     

    (i)           on
      the date of any payment or prepayment, in whole or in part, of principal
      outstanding on such Loan on the principal amount so paid or
      prepaid;

     

    (ii)           with
      respect to Base Rate Loans or LIBOR Flex Rate Loans, on each Monthly Payment
      Date;

     

    (iii)           with
      respect to LIBOR Loans, on the last Business Day of each applicable Interest
      Period;

     

    (iv)           with
      respect to any Base Rate Loans or LIBOR Flex Rate Loans converted into LIBOR
      Loans on a day when interest would not otherwise have been payable pursuant
      to
      clause (iii) above, on the date of such conversion; and

     

    (v)           on
      that portion of any Loan which is accelerated pursuant to Section 11.2 or
      Section 11.3, immediately upon such acceleration.

     

    Interest
      accrued on Loans or other monetary Obligations after the date such amount is
      due
      and payable (whether upon maturity, upon acceleration or otherwise) shall be
      payable upon demand.

     

    (d)           Maximum
      Rate.  Notwithstanding
      anything to the contrary contained in any Credit Document, the interest paid
      or
      agreed to be paid under the Credit Documents shall not exceed the maximum rate
      of non-usurious interest permitted by applicable law (the “Maximum
      Rate”).  If the Agent or any Lender shall receive interest in an
      amount that exceeds the Maximum Rate, the excess interest shall be applied
      to
      the principal of the Loans or, if it exceeds such unpaid principal, refunded
      to
      the Borrower.  In determining whether the interest contracted for,
      charged, or received by the Agent or a Lender exceeds the Maximum Rate, such
      Person may, to the extent permitted by applicable law, (a) characterize any
      payment that is not principal as an expense, fee, or premium rather than
      interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
      amortize, prorate, allocate, and spread in equal or unequal parts the total
      amount of interest throughout the contemplated term of the Obligations
      hereunder.

     

    Section
      3.3                                Fees.  The
      Borrower agrees to pay the Agent a structuring and arrangement  fee of
      $25,000, which fee shall be non-refundable.

     

    
      
         

      

      
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    ARTICLE
      IV

     

    CERTAIN
      LIBOR AND OTHER PROVISIONS

     

    Section
      4.1                                LIBOR
      Lending Unlawful.  If
      any Lender shall determine (which determination shall, upon notice thereof
      to
      the Borrower and the Agent, be conclusive and binding on the Borrower) that
      the
      introduction of or any change in or in the interpretation of any law makes
      it
      unlawful, or any Governmental Authority asserts that it is unlawful, for such
      Lender to make or continue any Loan as, or to convert any Loan into, a LIBOR
      Loan, the obligations of such Lender to make, continue or convert any such
      LIBOR
      Loan shall, upon such determination, forthwith be suspended until such Lender
      shall notify the Agent that the circumstances causing such suspension no longer
      exist, and all outstanding LIBOR Loans payable to such Lender shall
      automatically convert into Base Rate Loans at the end of the then current
      Interest Periods with respect thereto or sooner, if required by such law or
      assertion.

     

    Section
      4.2                                Deposits
      Unavailable.  If
      the Agent shall have determined that:

     

    (a)           Dollar
      deposits in the relevant amount and for the relevant Interest Period are not
      available to it in the relevant market; or

     

    (b)           by
      reason of circumstances affecting its relevant market, adequate means do not
      exist for ascertaining the interest rate applicable hereunder to LIBOR
      Loans;

     

    then,
      upon notice from the Agent to the Borrower and the Lenders, the obligations
      of
      all Lenders under Section 2.1 to make or continue any Loans as, or to convert
      any Loans into, LIBOR Loans shall
      forthwith be suspended until the Agent shall notify the Borrower and the Lenders
      that the circumstances causing such suspension no longer
      exist.

     

    
      
         

      

      
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    Section
      4.3                                Increased
      LIBOR Loan Costs, etc.  The
      Borrower agrees to reimburse each Lender for any increase in the cost to such
      Lender of, or any reduction in the amount of any sum receivable by such Lender
      in respect of, such Lender’s Commitment and the making of Loans hereunder
      (including the making, continuing or maintaining (or of its obligation to make
      or continue) any Loans as, or of converting (or of its obligation to convert)
      any Loans into, LIBOR Loans) that arise in connection with any change in, or
      the
      introduction, adoption, effectiveness, interpretation, reinterpretation or
      phase-in after the date hereof of, any law or regulation, directive, guideline,
      decision or request (whether or not having the force of law) of any Governmental
      Authority, except for such changes with respect to increased capital costs
      and
      Taxes which are governed by Sections 4.5 and 4.6, respectively.  Each
      affected Secured Party shall promptly notify the Agent and the Borrower in
      writing of the occurrence of any such event, such notice stating in reasonable
      detail the reasons therefor and the additional amount required fully to
      compensate such Secured Party for such increased cost or reduced
      amount.  Such additional amounts shall be payable by the Borrower
      directly to such Secured Party within five days of its receipt of such notice,
      and such notice shall, in the absence of manifest error, be conclusive and
      binding on the Borrower.

     

    Section
      4.4                                Funding
      Losses.  In
      the event any Lender shall incur any loss or expense (including any loss or
      expense incurred by reason of the liquidation or reemployment of deposits or
      other funds acquired by such Lender to make or continue any portion of the
      principal amount of any Loan as, or to convert any portion of the principal
      amount of any Loan into, a LIBOR Loan) as a result of:

     

    (a)           any
      conversion or repayment or prepayment of the principal amount of any LIBOR
      Loan
      on a date other than the scheduled last day of the Interest Period applicable
      thereto, whether pursuant to Article III or otherwise;

     

    (b)           any
      Loans not being made as LIBOR Loans in accordance with the Borrowing Request
      therefor; or

     

    (c)           any
      Loans not being continued as, or converted into, LIBOR Loans in accordance
      with
      the Continuation/Conversion Notice therefor;

     

    then,
      upon the written notice of such Lender to the Borrower (with a copy to the
      Agent), the Borrower shall, within five days of its receipt thereof, pay
      directly to such Lender such amount as will (in the reasonable determination
      of
      such Lender) reimburse such Lender for such loss or expense.  Such
      written notice shall, in the absence of manifest error, be conclusive and
      binding on the Borrower.

     

    Section
      4.5                                Increased
      Capital Costs.  If
      any change in, or the introduction, adoption, effectiveness, interpretation,
      reinterpretation or phase-in of, any law or regulation, directive, guideline,
      decision or request (whether or not having the force of law) of any Governmental
      Authority (other than any law, regulation, directive, guideline, decision or
      request relating to Taxes which are governed by Section 4.6) affects or would
      affect the amount of capital
      required or expected to be maintained by any Secured Party or any Person
      controlling such Secured Party, as a consequence of this Agreement, and such
      Secured Party determines (in good faith but in its sole and absolute discretion)
      that the rate of return on its or such controlling 

     

    
      
         

      

      
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Person’s
        capital as a consequence of the Commitments or the Loans made by such Secured
        Party is reduced to a level below that which such Secured Party or such
        controlling Person could have achieved but for the occurrence of any such
        circumstance, then upon notice from time to time by such Secured Party to
        the
        Borrower, the Borrower shall within five (5) days following receipt of such
        notice pay directly to such Secured Party additional amounts sufficient to
        compensate such Secured Party or such controlling Person for such reduction
        in
        rate of return.  A statement of such Secured Party as to any such
        additional amount or amounts (including calculations thereof in reasonable
        detail) shall, in the absence of manifest error, be conclusive and binding
        on
        the Borrower.  In determining such amount, such Secured Party may use
        any method of averaging and attribution that it (reasonably determined in
        good
        faith in its sole and absolute discretion) shall deem
        applicable.

    

     

    Section
      4.6                                Taxes  The
      Borrower covenants and agrees as follows with respect to Taxes:

     

    (a)           Except
      as otherwise provided herein, any and all payments by the Borrower under any
      Credit Document shall be made without setoff, counterclaim or other defense,
      and
      free and clear of, and without deduction or withholding for or on account of,
      any Taxes.  In the event that any Taxes are required by law to be
      deducted or withheld from any payment required to be made by the Borrower to
      or
      on behalf of the Agent or any Lender under any Credit Document,
      then:

     

    (i)           subject
      to clause (f), only if such Taxes are Non-Excluded Taxes, the amount of such
      payment shall be increased as may be necessary such that such payment is made,
      after withholding or deduction for or on account of such Taxes, in an amount
      that is not less than the amount provided for in this Agreement or such Credit
      Document; and

     

    (ii)           the
      Borrower shall withhold the full amount of such Taxes from such payment (as
      increased pursuant to clause (a)(i)) and shall pay such amount to the
      Governmental Authority imposing such Taxes in accordance with applicable
      law.

     

    (b)           In
      addition, the Borrower shall pay any and all Other Taxes imposed to the relevant
      Governmental Authority imposing such Other Taxes in accordance with applicable
      law.

     

    (c)           As
      promptly as practicable after the payment of any Taxes or Other Taxes, and
      in
      any event within 30 days of any such payment being due, the Borrower shall
      furnish to the Agent a copy of an official receipt (or a certified copy thereof)
      or other applicable documentation evidencing the payment of such Taxes or Other
      Taxes.  The Agent shall make copies thereof available to any Lender
      upon request therefor.

     

    (d)           Subject
      to clause (f), the Borrower shall indemnify the Agent and each Lender for any
      Non-Excluded Taxes and Other Taxes levied, imposed or assessed on (and whether
      or not paid directly by) the Agent or such Lender (whether or not such
      Non-Excluded Taxes
      or
      Other Taxes are correctly or legally asserted by the relevant Governmental
      Authority).  Promptly upon receiving written notice from the Agent or
      any Lender or otherwise upon having knowledge that any such Non-Excluded Taxes
      or Other Taxes have been levied, imposed or 

     

    
      
         

      

      
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assessed,
        the Borrower shall pay such Non-Excluded Taxes or Other Taxes directly to
        the
        relevant Governmental Authority.  In addition, the Borrower shall
        indemnify the Agent and each Lender for any incremental Taxes that may become
        payable by the Agent or such Lender as a result of any failure of the Borrower
        to pay any Taxes when due to the appropriate Governmental Authority or to
        deliver to the Agent, pursuant to clause (c), documentation evidencing the
        payment of Taxes or Other Taxes.  With respect to indemnification for
        Non-Excluded Taxes and Other Taxes actually paid by the Agent or any Lender
        or
        the indemnification provided in the immediately preceding sentence, such
        indemnification shall be made within 30 days after the date the Agent or
        such
        Lender makes written demand therefor, which demand shall include a certificate
        setting forth in reasonable detail the amount of such indemnification and
        the
        determination thereof.  Such a certificate shall be presumed to be
        correct in the absence of demonstrable error.  The Borrower
        acknowledges that any payment made to the Agent or any Lender or to any
        Governmental Authority in respect of the indemnification obligations of the
        Borrower provided in this clause shall constitute a payment in respect of
        which
        the provisions of clause (a) above and this clause shall
        apply.

    

     

    (e)           Each
      Non-U.S. Lender, on or prior to the date on which such non-U.S. Lender becomes
      a
      Lender hereunder (and from time to time thereafter upon the request of the
      Borrower or the Agent or as otherwise required by law, but only for so long
      thereafter as such non-U.S. Lender is legally entitled to do so), shall deliver
      to the Borrower and the Agent, but only to the extent that it is permitted
      to do
      so under applicable tax law, either:

     

    (i)           two
      duly completed copies of either (x) Internal Revenue Service Form W-8BEN or
      (y)
      Internal Revenue Service Form W-8 ECI, or in either case an applicable successor
      form; or

     

    (ii)           in
      the case of a Non-U.S. Lender that is not legally entitled to deliver either
      form listed in clause (e)(i) above, (x) a certificate of a duly authorized
      officer of such Non-U.S. Lender to the effect that such Non-U.S. Lender is
      not
      (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10
      percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)
      of the Code, or (C) a controlled foreign corporation receiving interest from
      a
      related person within the meaning of Section 881(c)(3)(C) of the Code (such
      certificate, an “Exemption Certificate”) and (y) two duly completed copies
      of  Internal Revenue Service Form W-8BEN or applicable successor form
      to establish an exemption from United States backup withholding
      tax.

     

    (f)           In
      addition, each Non-U.S. Lender agrees that from time to time after the Closing
      Date, when a lapse in time or change in circumstances unique to the situation
      of
      such Lender renders the form or forms and/or Exemption Certificate provided
      under clause (e) above obsolete or inaccurate in any material respect, it will
      deliver to the Borrower a new, accurate form or forms and/or Exemption
      Certificate, as applicable to such Non-U.S. Lender, and such other forms as
      may
      be prescribed by law in order to confirm or establish the entitlement of such
      Non-U.S. Lender to an exemption from or reduction in United States federal
      withholding tax
      with
      respect to payments by the Borrower under the applicable Credit Document, but
      only to the extent that it is permitted to do under applicable tax
      law.

     

    
      
         

      

      
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    (g)           The
      Borrower shall not be obligated to gross up any payments to any Lender pursuant
      to clause (a)(i) above, or to indemnify any Lender pursuant to clause (d) above,
      in respect of United States federal withholding taxes to the extent that such
      taxes are imposed as a result of (x) the failure of such Lender to deliver
      to
      the Borrower the form or forms and/or an Exemption Certificate, as applicable
      to
      such Lender, pursuant to clause (e) above, or, (y) such form or forms and/or
      Exemption Certificate not establishing a complete exemption from United States
      federal withholding tax or the information or certifications made therein by
      the
      Lender being untrue or inaccurate on the date delivered in any material respect;
      provided, however, that the Borrower shall be obligated to gross up any payments
      to any such Lender pursuant to clause (a)(i) above, and to indemnify any such
      Lender pursuant to clause (d), in respect of United States federal withholding
      taxes if any such failure to deliver a form or forms or an Exemption Certificate
      or the failure of such form or forms or Exemption Certificate to establish
      a
      complete exemption from United States federal withholding tax or inaccuracy
      or
      untruth contained therein resulted from a change in any applicable statute,
      treaty, regulation or other applicable law or any interpretation of any of
      the
      foregoing occurring after the date hereof, which change rendered such Lender
      no
      longer legally entitled to deliver such form or forms or Exemption Certificate
      or otherwise ineligible for a complete exemption from United States federal
      withholding tax, or rendered the information or certifications made in such
      form
      or forms or Exemption Certificate untrue or inaccurate in any material
      respect.

     

    (h)           If
      the Agent or any Lender receives a refund in respect of Taxes as to which it
      has
      been grossed up by the Borrower pursuant to clause (a)(i) above or indemnified
      by the Borrower pursuant to clause (d) above and the Agent or Lender, as
      applicable determines in its sole, good faith judgment that such refund is
      attributable to such gross up or indemnification, then the Lender or the Agent,
      as the case may be, shall pay such amount to the Borrower as the Lender or
      Agent
      determines to be the proportion of the refund as will leave it, after such
      payment, in no better or worse financial position with respect to Tax
      liabilities and related expenses than it would have been in absent such
      payment.  Neither the Lenders nor the Agent shall be obligated to
      disclose information regarding its tax affairs or computations to the Borrower
      in connection with this clause (g) or any other provision of this
      Section 4.6.

     

    Section
      4.7                                Payments,
      Computations, etc  Unless
      otherwise expressly provided in a Credit Document, all payments by the Borrower
      pursuant to each Credit Document shall be made by the Borrower to the Agent
      for
      the pro rata account of the Secured Parties entitled to
      receive such payment.  All payments shall be made without setoff,
      deduction or counterclaim not later than 12:00 noon on the date due in same
      day
      or immediately available funds to such account as the Agent shall specify from
      time to time by notice to the Borrower.  Funds received after that
      time but before 5:00 p.m. on such date shall be deemed to have been received
      by
      the Agent on such date for purposes of Section 11.1(a), but for all other
      purposes shall be deemed to have been received by the Agent on the next
      succeeding Business Day.  The Agent shall promptly remit in same day
      funds to each Secured Party its share, if any, of such payments received by
      the
      Agent for the account of such Secured Party.  Interest payable
      hereunder with respect to Base Rate Loans shall be calculated on the basis
      of a
      year of 365 days (or 366 days, as applicable) for the actual days
      elapsed.  All other fees, interest and all other amounts payable
hereunder
      shall be calculated on the basis of a 360 day year for the actual days
      elapsed.  Payments due on a day other than a Business Day shall
      (except as otherwise required by the definition of the term “Interest Period”)
      be made on the next succeeding Business Day and such extension of time shall
      be
      included in computing interest and fees in connection with that
      payment.

     

    
      
         

      

      
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    Section
      4.8                                Sharing
      of Payments.  If
      any Secured Party shall obtain any payment or other recovery (whether voluntary,
      involuntary, by application of setoff or otherwise) on account of any Loan
      (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 or 4.6) in excess
      of
      its pro rata share of payments obtained by all Secured
      Parties, such Secured Party shall purchase from the other Secured Parties such
      participations in Loans made by them as shall be necessary to cause such
      purchasing Secured Party to share the excess payment or other recovery ratably
      (to the extent such other Secured Parties were entitled to receive a portion
      of
      such payment or recovery) with each of them; provided, however, that if all
      or
      any portion of the excess payment or other recovery is thereafter recovered
      from
      such purchasing Secured Party, the purchase shall be rescinded and each Secured
      Party which has sold a participation to the purchasing Secured Party shall
      repay
      to the purchasing Secured Party the purchase price to the ratable extent of
      such
      recovery together with an amount equal to such selling Secured Party’s ratable
      share (according to the proportion of (a) the amount of such selling Secured
      Party’s required repayment to the purchasing Secured Party to (b) total
      amount so recovered from the purchasing Secured Party) of any interest or other
      amount paid or payable by the purchasing Secured Party in respect of the total
      amount so recovered.  The Borrower agrees that any Secured Party
      purchasing a participation from another Secured Party pursuant to this Section
      may, to the fullest extent permitted by law, exercise all its rights of payment
      (including pursuant to Section 4.9) with respect to such participation as
      fully as if such Secured Party were the direct creditor of the Borrower in
      the
      amount of such participation.  If under any applicable bankruptcy,
      insolvency or other similar law any Secured Party receives a secured claim
      in
      lieu of a setoff to which this Section applies, such Secured Party shall, to
      the
      extent practicable, exercise its rights in respect of such secured claim in
      a
      manner consistent with the rights of the Secured Parties entitled under this
      Section to share in the benefits of any recovery on such secured
      claim.

     

    Section
      4.9                                Setoff.  Each
      Secured Party shall, upon the occurrence and during the continuance of any
      Event
      of Default described in Section 11.1(i) or, with the consent of the Required
      Lenders, upon the occurrence and during the continuance of any other Event
      of
      Default, have the right to appropriate and apply to the payment of the
      Obligations owing to it (whether or not then due), and (as security for such
      Obligations) the Borrower hereby grants to each Secured Party a continuing
      security interest in, any and all balances, credits, deposits, accounts or
      moneys of the Borrower then or thereafter maintained with such Secured Party;
      provided, however, that any such appropriation and application shall be subject
      to the provisions of Section 4.8.  Each Secured Party agrees
      promptly to notify the Borrower and the Agent after any such setoff and
      application made by such Secured Party; provided, however, that the failure
      to
      give such notice shall not affect the validity of such setoff and
      application.  The rights of each Secured Party under this Section are
      in addition to other rights and remedies (including other rights of setoff
      under
      applicable law or otherwise) which such Secured Party may have.

     

    Section
      4.10                                Mitigation;
      Time Limitation.

     

    (a)           Each
      Lender agrees that if any demand for payment under Sections 4.3, 4.4, 4.5,
      or
      4.6, or if any adoption or change of the type described in Section 4.1 shall
      occur with respect to it, it will use reasonable efforts (consistent with its
      internal policy and legal and 

     

    
      
         

      

      
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regulatory
        restrictions and so long as such efforts would not be disadvantageous to
        it, as
        determined in its reasonable discretion) to designate a different lending
        office
        if the making of such a designation would reduce or obviate the need for
        the
        Borrower to make payments under Sections 4.3, 4.4, 4.5 or 4.6, or would
        eliminate or reduce the effect of any adoption or change described in Section
        4.1.

    

     

    (b)           Failure
      or delay on the part of any Secured Party to demand compensation pursuant to
      Sections 4.3, 4.4, 4.5 or 4.6 shall not constitute a waiver of such Secured
      Party’s right to demand such compensation, provided that the Borrower shall not
      be required to compensate a Secured Party pursuant to the Sections 4.3, 4.4,
      4.5
      or 4.6 for any increased costs incurred or reductions suffered more than six
      months prior to the date that such Secured Party notifies the Borrower of the
      change giving rise to such increased costs or reductions and of such Secured
      Party’s intention to claim compensation therefor (except that, if the change
      giving rise to such increased costs or reductions is retroactive, then the
      six
      month period referred to above shall be extended to include the period of
      retroactive effect thereof).

     

    Section
      4.11                                Replacement
      of Lenders.  Each
      Lender hereby severally agrees as set forth in this Section.

     

    (a)           If
      any Lender (an “Affected Lender”) makes demand upon the Borrower for (or if the
      Borrower is otherwise required to pay to such Lender) amounts pursuant to
      Sections 4.3, 4.4, 4.5 or 4.6 and the payment of such additional amounts are,
      and are likely to continue to be, materially more onerous in the reasonable
      judgment of the Borrower with respect to the other Lenders or any Lender
      defaults under the terms hereunder (a “Defaulting Lender”), the Borrower may,
      within 30 days of receipt by the Borrower of such demand or notice (or the
      occurrence of such other event causing the Borrower to be required to pay such
      compensation) or from the date that such Lender becomes a Defaulting Lender,
      as
      the case may be, give notice in writing to the Agent and such Affected Lender
      or
      such Defaulting Lender, as the case may be, of its intention to replace such
      Affected Lender or Defaulting Lender, as the case may be, with a financial
      institution designated in such notice, subject to the other terms of this
      Agreement.  If the Agent shall, in the exercise of its reasonable
      discretion and within 30 days of its receipt of such notice, notify the Borrower
      and such Affected Lender or such Defaulting Lender, as the case may be, in
      writing that the designated financial institution is satisfactory to the Agent
      (such consent not being required where such financial institution is already
      a
      Lender), then such Affected Lender or such Defaulting Lender, as the case may
      be, shall, subject to the payment of any amounts due pursuant to Section 4.4
      by
      the Borrower, assign, in accordance with Section 13.11(a), all of its
      Commitments, Loans, Notes, and other rights and obligations under this Agreement
      and all other Credit Documents to such designated financial institution;
      provided, however, that (i) such assignment shall be without recourse,
      representation or warranty (except, with respect to representations and
      warranties, as to (A) such Affected Lender’s or such Defaulting Lender’s, as the
      case may be, then existing Commitment Amount(s) and the outstanding principal
      amount of Loans held by such Affected Lender or such Defaulting Lender,
as
      the
      case may be, and (B) the absence of Liens arising by, through and under the
      Affected Lender or Defaulting Lender, as the case may be) and shall be on terms
      and conditions reasonably satisfactory to such Affected Lender and such
      designated financial institution, (ii) the purchase price paid by such
      designated financial institution shall be in the amount of such Affected
      Lender’s or such Defaulting Lender’s Loans, together with all accrued and unpaid


     

    
      
         

      

      
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interest
        and fees in respect thereof, plus all other amounts (including the amounts
        demanded and unreimbursed under Section 4.3, 4.4, 4.5, 4.6, 13.3, and 13.4),
        owing to such Affected Lender or such Defaulting Lender, as the case may
        be,
        hereunder and (iii) the Borrower shall pay to such Affected Lender or Defaulting
        Lender, as the case may be, and the Agent all reasonable out-of-pocket expenses
        incurred by such Affected Lender or such Defaulting Lender, as the case may
        be,
        and the Agent in connection with such assignment and assumption (including
        the
        processing fees described in Section 13.11(a)).

    

     

    (b)           Upon
      the effective date of an assignment described in clause (a) above, the Borrower
      shall issue a replacement Note to such replacement Lender (but only if such
      replacement Lender requests such Note) and such institution shall become a
      “Lender” for all purposes under this Agreement and the other Credit
      Documents.  Upon any such termination or assignment, such replaced
      Lender shall cease to be a party hereto but shall continue to be entitled to
      the
      benefits of any provisions of this Agreement which by their terms survive the
      termination of this Agreement.

     

    ARTICLE
      V

     

    CONDITIONS
      TO CREDIT EXTENSIONS

     

    Section
      5.1                                Initial
      Loan.  The
      obligations of the Lenders to fund the initial Loan shall be subject to the
      prior or concurrent satisfaction, each in the Agent’s reasonable discretion, or
      waiver of each of the conditions precedent set forth in this
      Article.

     

    (a)           Certificates,
      Resolutions, etc.  The
      Agent shall have received from the Borrower:

     

    (i)           [Intentionally
      Omitted]; and

     

    (ii)           a
      certificate, dated the Closing Date, duly executed and delivered by the
      Borrower’s secretary as to:

     

    (A)           resolutions
      approved by the board of directors of LEAF Financial, the sole member of the
      Borrower, then in full force and effect authorizing the execution, delivery
      and
      performance by the Borrower of each Credit Document to be executed by the
      Borrower, and the transactions contemplated hereby and thereby;

     

    (B)           the
      incumbency and signatures of its Authorized Officers, authorized to act with
      respect to each Credit Document to be executed by the Borrower;

     

    (C)           the
      full force and validity of each Organizational Document of such Person and
      copies thereof; and

     


    (D)           any
      Management Agreement or shareholder or similar agreement to which the Borrower
      is a party.

     

    (b)           Delivery
      of Notes.  The
      Agent shall have received, for the account of each Lender that has requested
      a
      Note, such Lender’s Note duly executed and delivered by an Authorized Officer of
      the Borrower.

     

    
      
         

      

      
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    (c)           Payment
      of Outstanding Indebtedness, etc.  All
      Indebtedness other than that identified in Schedule 10.2 hereto, together with
      all interest, all prepayment premiums and other amounts due and payable with
      respect thereto, shall have been paid in full and the commitments in respect
      of
      such repaid Indebtedness shall have been terminated, and all Liens securing
      payment of any such Indebtedness shall have been released and the Agent shall
      have received any Uniform Commercial Code termination statements (Form UCC-3)
      or
      other executed instruments as may be required in connection
      therewith.  After giving effect to the foregoing, the Borrower shall
      have no Indebtedness other than Indebtedness permitted by this
      Agreement.

     

    (d)           Closing
      Fees, Expenses, etc. The
      Agent shall have received for its own account, or for the account of each
      Lender, as the case may be, all fees, costs and expenses due and payable
      pursuant to Section 3.3 and, if then invoiced, Section 13.3.

     

    (e)           Financial
      Information; Material Adverse Effect.  The Agent shall have
      received a pro forma (1) consolidated balance sheet of the
      Borrower and (2) Compliance Certificate, each as of the Closing Date and giving
      effect to the initial Loans, certified by an Authorized Officer, in form and
      substance satisfactory to Agent.

     

    (f)           Opinion
      of Counsel.  The
      Agent shall have received opinions, dated the Closing Date and addressed to
      the
      Agent and all Lenders, from Ledgewood, counsel to the Borrower, in form and
      substance reasonably satisfactory to the Agent.

     

    (g)           Financing
      Statements.  All
      Uniform Commercial Code financing statements (Form UCC-1) or other similar
      financing statements and Uniform Commercial Code termination statements (Form
      UCC-3) required pursuant to the Credit Documents shall have been filed by or
      delivered to a filing service company acceptable to the Agent.

     

    (h)           Credit
      Documents and Collateral Agreements.  The
      Agent shall have received fully executed copies of this Agreement, each other
      Credit Document and each document relating to the Acquisition, including,
      without limitation:

     

    (i)           the
      Security Agreement, dated as of the Closing Date, duly executed and delivered
      by
      the Borrower, and a  UCC financing statement (Form UCC-1) naming the
      Borrower as a debtor and the Agent as the secured party, or other similar
      instruments or documents to be filed under the UCC of all jurisdictions as
      may
      be necessary or, in the opinion of the Agent, desirable to perfect the security
      interests of the Agent pursuant to the Security Agreement;

     

    (ii)           the
      Agent and its counsel shall be satisfied that the Lien granted to the Agent,
      for
      the benefit of the Secured Parties in the collateral described above is a
first
      priority (or local equivalent thereof) security interest (except for Liens
      permitted by Section 10.3 hereof); and no Lien exists on any of the
      collateral described above other than the Lien created in favor of the Agent,
      for the benefit of the Secured Parties, pursuant to a Credit Document (except
      for Liens permitted by Section 10.3 hereof) and shall have
      received:

     

    (A)           copies
      of UCC termination statements (Form UCC-3), if any, necessary to release all
      Liens and other rights of any Person  in any collateral securing the
      Obligations, together with such other UCC termination statements (Form UCC-3)
      as
      the Agent may reasonably request from the Borrower; and

     

    
      
         

      

      
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    (B)           copies
      of lien, tax, judgment and bankruptcy search reports, listing any liens and
      all
      effective financing statements which name the Borrower (under its present name
      and any previous names) as a debtor, together with copies any such financing
      statements;

     

    (iii)           the
      Intercreditor Agreement and the Lockbox Agreement shall be in full force and
      effect and no default shall exist thereunder;

     

    (iv)           a
      joinder and an acknowledgement to the Intercreditor Agreement and the Lockbox
      Agreement, shall have been duly authorized, executed and delivered to the
      lockbox agent under the Lockbox Agreement; and

     

    (v)           the
      executed Purchase Agreement and related documents.

     

    (i)           Real
      Property.  The
      Borrower shall have used its commercially reasonable efforts to obtain a
      landlord waiver for each of its leased real property locations, if any, each
      in
      form and substance satisfactory to the Agent.

     

    (j)           Consummation
      of Transaction, etc.  The
      Agent shall have received evidence satisfactory to it that:

     

    (i)           There
      shall exist at and as of the Closing Date (after giving effect to Acquisition
      and the initial Loans hereunder) no conditions that would constitute a Default
      or an Event of Default;

     

    (ii)           The
      Acquisition shall have been completed pursuant to the Purchase Agreement, and
      all required waiting periods (under the Hart-Scott-Rodino Act or otherwise)
      shall have elapsed and all other required consents (under the LEAF Credit
      Agreement or otherwise) shall have been delivered; and

     

    (iii)           There
      shall exist no litigation or proceedings which could reasonably be expected,
      individually or in the aggregate, to have a Material Adverse Effect, and all
      approvals of Governmental Authorities, if any, required in connection with
      the
      Credit Documents shall have been obtained and be in full force and
      effect.

     

    Section
      5.2                                All
      Loans.  The
      obligation of each Lender to make any Loan (including the initial Loan) shall
      be
      subject to and the satisfaction of each of the conditions precedent set forth
      below.

     

    (a)           Compliance
      with Warranties, No Default, etc.  Both
      before and after giving effect to any Loan the following statements shall be
      true and correct as of the date of such Loan:

     

    (i)           the
      representations and warranties set forth in each Credit Document shall, in
      each
      case, be true and correct in all material respects with the same effect as
      

     

    
      
         

      

      
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if
        then
        made (unless stated to relate solely to an earlier date, in which case such
        representations and warranties shall be true and correct in all material
        respects as of such earlier date or, unless no longer true and correct as
        a
        direct result of the consummation of an acquisition or transaction permitted
        hereunder or consented to in writing by the Required
        Lenders);

    

     

    (ii)           no
      Material Adverse Effect has occurred and is continuing; and

     

    (iii)           no
      Default or Event of Default has occurred and is continuing.

     

    (b)           Loan
      Request, etc.   The
      Agent shall have received a Borrowing Request if any Loan has been requested
      hereunder.  Each of the delivery of a Borrowing Request and the
      acceptance by the Borrower of the proceeds of such Loan shall constitute a
      representation and warranty by the Borrower that on the date of such Loan (both
      immediately before and after giving effect to such Loan and the application
      of
      the proceeds thereof) the statements made in Section 5.2(a) are true and
      correct.

     

    (c)           Satisfactory
      Legal Form.  All
      documents executed or submitted pursuant hereto by or on behalf of the Borrower
      shall be reasonably satisfactory in form and substance to the Agent and its
      counsel and the Agent and its counsel shall have received all information,
      approvals, opinions, documents or instruments as the Agent or its counsel may
      reasonably request.

     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce the Secured Parties to enter into this Agreement and to make Loans
      hereunder, the Borrower represents and warrants on the date of each Loan (unless
      stated to relate to an earlier date) to each Secured Party as set forth in
      this
      Article.

     

    Section
      6.1                                Organization,
      etc.  The
      Borrower is (i) validly organized and existing and in good standing under the
      laws of the State of Delaware, (ii) except where such failure to be so qualified
      could not, individually or in the aggregate, reasonably be expected to result
      in
      a Material Adverse Effect, is duly qualified to do business and is in good
      standing as a foreign entity in each jurisdiction where the nature of its
      business requires such qualification, and (iii) has full power and authority
      and
      holds all requisite governmental licenses, permits and other approvals to enter
      into and perform its Obligations under each Credit Document to which it is
      a
party
      and
      to own and hold under lease its property and to conduct its business
      substantially as currently conducted by it.

     

    Section
      6.2                                Due
      Authorization, Non-Contravention, etc.  The
      execution, delivery and performance by the Borrower of each Credit Document
      and
      its participation in the consummation of all aspects of the Credit Documents,
      are in each case within the Borrower’s powers, have been duly authorized by all
      necessary action, and do not:

     

    (a)           contravene
      any (i) of the Borrower’s Organizational Documents, (ii) material
      contractual restriction binding on or affecting the Borrower, (iii) court
      decree or order binding on or affecting the Borrower or (iv) law or
      governmental regulation binding on or affecting the Borrower; or

     

    
      
         

      

      
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    (b)           result
      in, or require the creation or imposition of, any Lien on the Borrower’s
      properties (except as permitted by this Agreement).

     

    Section
      6.3                                Government
      Approval, Regulation, etc.  No
      authorization or approval or other action by, and no notice to or filing with,
      any Governmental Authority, other than those that have been, or on the Closing
      Date will be, duly obtained or made and which are, or on the Closing Date will
      be, in full force and effect and except for filings and registrations of any
      UCC
      financing statement, mortgages or intellectual property filings, all of which
      have been duly executed, where applicable, and delivered to the Agent on the
      Closing Date by the Borrower, as the case may be, is required for the due
      execution, delivery or performance by the Borrower of any Credit Document to
      which it is a party.  The Borrower is not subject to registration
      under the Investment Company Act of 1940, as amended, or is otherwise subject
      to
      any other regulatory scheme limiting its ability to incur debt.

     

    Section
      6.4                                Validity,
      etc.  The
      Credit Documents will, on the due execution and delivery thereof by the
      Borrower, constitute, the legal, valid and binding obligations of the Borrower,
      enforceable against the Borrower in accordance with their respective terms
      (except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization or similar laws affecting creditors’ rights generally
      and by principles of equity).

     

    Section
      6.5                                Financial
      Information.  The
      financial statements (other than projections) of the Borrower furnished to
      the
      Agent and each Lender pursuant to Section 5.1(e) have been prepared in
      accordance with GAAP as applied pursuant to the terms of this Agreement, and
      present fairly the consolidated financial condition of the Persons covered
      thereby as at the dates thereof and the results of their operations for the
      periods then ended, subject, in the case of financial statements, to normal
      recurring year-end adjustments and the absence of notes.  The
      projections furnished to Agent and each Lender pursuant to Section 5.1(e) are
      based on reasonable assumptions and such assumptions are believed by the
      Borrower to be fair in light of business conditions as they exist on the date
      of
      this Agreement.  All balance sheets, all statements of operations,
      shareholders’ equity and cash flow and all other financial information the
      Borrower furnished or to be furnished pursuant to Section 7.1 have been and
      will
      for periods following the Closing Date (except for the aging reports referred
      to
      in Section 7.1(c) and the budget referred to in Section 7.1(d)) be prepared
      in
      accordance with GAAP as applied pursuant to the terms of this Agreement, and
      do
      or will present fairly the consolidated financial condition
      of the Persons covered thereby as at the dates thereof and the results of their
      operations for the periods then ended, subject, in the case of interim financial
      statements, to normal recurring year-end adjustments and the absence of
      notes.

     

    Section
      6.6                                No
      Material Adverse Effect; Compliance with Laws.

     

    (a)           No
      Material Adverse Effect has occurred since the date of delivery of the most
      recent audited financial statements delivered pursuant to Section 5.1(e) or
      Section 7.1(b).

     

    
      
         

      

      
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    (b)           The
      Borrower is in material compliance with the requirements of all applicable
      laws,
      rules and regulations (including, without limitation, all Environmental Laws,
      ERISA, and the provisions of the Occupational Safety and Health Act, the Fair
      Credit Reporting Act and the Fair Labor Standards Act, each as amended, and
      the
      rules and regulations promulgated thereunder).

     

    Section
      6.7                                Litigation.  There
      is no pending or, to the knowledge of the Borrower, threatened litigation,
      action or proceeding (a) except as disclosed in Schedule 6.7 hereto, affecting
      the Borrower or any of its properties, businesses, assets or revenues, which
      could reasonably be expected, individually or in the aggregate, to have a
      Material Adverse Effect, or (b) which purports to affect the legality,
      validity or enforceability of any Credit Document.

     

    Section
      6.8                                Subsidiaries.  The
      Borrower has no Subsidiaries.

     

    Section
      6.9                                Ownership
      of Properties.  Schedule
      6.9 hereto sets forth the address of each real property location which the
      Borrower owns or leases, or on which any property of the Borrower is maintained,
      together with a description of any lease or bailment or warehouse arrangement,
      including the term of such arrangement and the contact information for the
      landlord, bailee or warehouseman.  The Borrower owns (i) in the
      case of owned real property, good and marketable fee title to, and (ii) in
      the case of any owned personal property, good and valid title to, or, in the
      case of leased or licensed real or personal property, valid and enforceable
      leasehold or license interests (as the case may be) in, all of its material
      properties and assets, real and personal, tangible and intangible, of any nature
      whatsoever, free and clear in each case of all Liens or claims, except for
      Liens
      permitted pursuant to Section 10.3.

     

    Section
      6.10                                Taxes.  The
      Borrower and each Subsidiary of the Borrower has filed all federal and state
      income tax returns, state and local sales, use and personal property tax
      returns, and all other material Tax returns and reports required by law to
      have
      been filed by it and has paid all federal and state income taxes, state and
      local sales, use and personal property taxes, and other material Taxes thereby
      shown to be due and owing, except any such Taxes which are not delinquent or
      are
      being diligently contested in good faith by appropriate proceedings and for
      which adequate reserves in accordance with GAAP shall have been set aside on
      its
      books.

     

    Section
      6.11                                Pension
      and Welfare Plans.  During
      the twelve-consecutive-month period prior to the date of the execution and
      delivery of this Agreement and prior to the date of any Loan hereunder, no
      steps
      have been taken to terminate any Pension Plan, and no contribution failure
      has occurred with respect to any Pension Plan sufficient to give rise to a
      Lien
      under Section 302(f) of ERISA.  No condition exists or event or
      transaction has occurred with respect to any Pension Plan which could reasonably
      be expected to result in the incurrence by the Borrower or any member of the
      Controlled Group of any material liability, fine or penalty.  Except
      as disclosed in Schedule 6.11 hereto, neither the Borrower nor any member of
      the
      Controlled Group has any Contingent Liability with respect to any
      post-retirement benefit under a Welfare Plan, other than liability for
      continuation coverage described in Part 6 of Title I of
      ERISA.  Schedule 6.11 sets forth each Pension Plan and Welfare Plan to
      which the Borrower is a party.

     

    
      
         

      

      
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    Section
      6.12                                Environmental
      Warranties.  Except
      for the matters set forth on Schedule 6.12 hereto, and only to the extent the
      Borrower’s failure to comply in any case, individually or in the aggregate, has
      or could reasonably be expected to have a Material Adverse Effect:

     

    (a)           at
      all facilities and property (including underlying groundwater) owned, occupied,
      or leased by the Borrower, except with respect to matters that have been fully
      resolved, the Borrower is, and continues to be, in compliance with all
      Environmental Laws;

     

    (b)           there
      have been no past (which have not been resolved), and there are no pending
      or,
      to the knowledge of the Borrower, threatened (i) claims, complaints, notices
      or
      requests for information received by the Borrower with respect to any alleged
      violation of any Environmental Law, or (ii) complaints, notices or
      inquiries to the Borrower regarding potential liability under any Environmental
      Law;

     

    (c)           there
      have been no Releases or threatened Releases of Hazardous Materials at, on
      or
      under any property now or to the knowledge of any Authorized Officer previously
      owned, occupied, or leased by any Borrower;

     

    (d)           the
      Borrower has been issued and is in compliance with, and to the extent required
      by applicable Environmental Laws have timely applied to renew, all permits,
      certificates, approvals, licenses and other authorizations required by
      Environmental Laws;

     

    (e)           no
      property now or previously owned, occupied or leased by the Borrower is listed
      or, to the knowledge of any Authorized Officer, proposed for listing on any
      federal or state list of sites requiring any investigation, monitoring,
      remediation, or clean-up;

     

    (f)           there
      are no underground storage tanks, active or abandoned, including petroleum
      storage tanks, on or under any property now or previously owned or leased by
      the
      Borrower;

     

    (g)           the
      Borrower has not directly transported or directly arranged for the
      transportation of any Hazardous Material to any location which is the subject
      of
      federal, state or local enforcement actions or other investigations which may
      lead to claims against the Borrower for any remedial work, damage to natural
      resources or personal injury;

     


    (h)           there
      are no polychlorinated biphenyls or friable asbestos present at any property
      now
      owned or leased by the Borrower or, to the knowledge of any Borrower (after
      due
      inquiry) previously owned or leased by the Borrower; and

     

    (i)           no
      conditions exist at, on or under any property now owned or leased by the
      Borrower or, to the knowledge of the Borrower (after due inquiry) previously
      owned or leased by the Borrower, which, with the passage of time, or the giving
      of notice or both, would give rise to any liability under any Environmental
      Law.

     

    Section
      6.13                                Accuracy
      of Information.  None
      of the factual information heretofore or contemporaneously furnished (other
      than
      projections and forward looking information) in writing to any Secured Party
      by
      or on behalf of the Borrower by its 

     

    
      
         

      

      
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representatives,
        directors, officers, agents or employees in connection with any Credit Document
        or any transaction contemplated hereby contains any untrue statement of a
        material fact, or omits to state any material fact necessary to make such
        information not materially misleading, and no other factual information
        hereafter furnished in connection with any Credit Document by or on behalf
        of
        the Borrower to any Secured Party will contain any untrue statement of a
        material fact or will omit to state any material fact necessary to make any
        information not materially misleading, in each case on the date as of which
        such
        information is dated or certified.

    

     

    Section
      6.14                                Margin
      Stock.  No
      proceeds of any Loans will be used to purchase or carry margin stock or
      otherwise for a purpose which violates, or would be inconsistent with, Board
      Regulation T, U or X.

     

    Section
      6.15                                Foreign
      Assets Control Regulations.  None
      of the requesting or borrowing of any Loans or the use of the proceeds thereof
      of such will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as
      amended) (the “Trading With the Enemy Act”) or any of the foreign assets control
      regulations of the United States Treasury Department (31 CFR, Subtitle B,
      Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any
      enabling legislation or executive order relating thereto (which for the
      avoidance of doubt shall include, but shall not be limited to (a) Executive
      Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions
      With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.
      Reg.
      49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening
      America by Providing Appropriate Tools Required to Intercept and Obstruct
      Terrorism Act of 2001 (Public Law 107-56)) (the “Patriot
      Act”).  Furthermore, the Borrower (a) is not and will not become a
“blocked person” as described in the Executive Order, the Trading With the Enemy
      Act or the Foreign Assets Control Regulations and (b) does not knowingly engages
      and will not knowingly engage in any dealings or transactions, or be otherwise
      associated, with any such “blocked person”.

     

    Section
      6.16                                Labor
      Relations; Management Agreements.  There
      are no strikes, lockouts or other material labor disputes or grievances against
      the Borrower, or, to the Borrower’s knowledge, threatened against or affecting
      the Borrower, and no significant unfair labor practice, charges or grievances
      are pending against the Borrower, or to the Borrower’s knowledge, threatened
      against any of them before any Governmental Authority.  The Borrower
      is party to any collective bargaining agreement.  There are no
      Management Agreements.


    Section
      6.17                                Insurance.  All
      premiums in respect of insurance maintained by or on behalf of the Borrower
      have
      been paid.  The Borrower reasonably believes that the insurance
      maintained by or on behalf of the Borrower is adequate and conforms to the
      requirements set forth in Section 8.3.

     

    Section
      6.18                                Collateral
      Documents.

     

    (a)           The
      Security Agreement is effective to create, in favor of the Agent, a legal,
      valid
      and enforceable security interest in the Collateral described in the Security
      Agreement and, upon the filings of financing statements pursuant to the UCC,
      constitutes a fully perfected Lien on, and security interest in, all right,
      title and interest of the grantors thereunder in such Collateral which may
      be
      perfected by filing, in each case prior and superior in right to any other
      Person, other than with respect to Liens expressly permitted by Section
      10.3.

     

    
      
         

      

      
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    (b)           Any
      Control Agreement is effective to create, in favor of the Agent, a legal, valid
      and enforceable Lien on all of the Borrower’s right, title and interest in and
      to the Deposit Accounts described therein and the proceeds thereof, and
      constitute a Lien on, and security interest in, all right, title and interest
      of
      the Borrower in such Deposit Accounts and the proceeds thereof, in each case
      prior and superior in right to any other Person, other than with respect to
      the
      rights of Persons expressly permitted by Section 10.3.

     

    (c)           The
      Borrower hereby covenants to perform all of its obligations under the Lockbox
      Agreement and the Intercreditor Agreement and direct all Lessees to make all
      Contract Payments to the “Lockbox” and the “Lockbox Account” (as such terms are
      defined in the Lockbox Agreement).

     

    Section
      6.19                                Compliance
      with OFAC Rules and Regulations.

     

    The
      Borrower (a) is not a Sanctioned Person, (b) does not have any of its assets
      in
      Sanctioned Countries, and (c) does not derive any of its operating income from
      investments in, or transactions with Sanctioned Persons or Sanctioned
      Countries.  No part of the proceeds of any Loan will be used directly
      or indirectly to fund any operations in, finance any investments or activities
      in or make any payments to, a Sanctioned Person or a Sanctioned
      Country.

     

    ARTICLE
      VII

     

    FINANCIAL
      INFORMATION AND NOTICES

     

    The
      Borrower will furnish, or cause to be furnished, to the Agent and the Lenders,
      each of the following:

     

    Section
      7.1                                Financial
      Statements and Projections.

     

    (a)           Quarterly
      Financial Statements.  As
      soon as available and in any event within sixty (60) days after the end of
      each
      of the first three (3) Fiscal Quarters of each Fiscal Year, unaudited
      consolidated balance sheets of the Borrower and its consolidated Subsidiaries,
      as of the close of such fiscal quarter and unaudited consolidated statements
      of
      income, retained earnings and cash flows for the fiscal quarter then ended
      and
      that portion of the Fiscal Year then ended for the Borrower and its consolidated
      Subsidiaries, including, without limitation,
      the notes thereto, all in reasonable detail setting forth in comparative form
      the corresponding figures for the preceding Fiscal Year and prepared by the
      Borrower in accordance with GAAP and, if applicable, containing disclosure
      of
      the effect on the financial position or results of operations of any change
      in
      the application of accounting principles and practices during the period, and
      certified by an Authorized Officer to present fairly in all material respects
      the financial condition of  the Borrower and its consolidated
      Subsidiaries, and the results of operations of the Borrower and its consolidated
      Subsidiaries, for the periods then ended, subject to normal year end
      adjustments.

     

    (b)           Annual
      Financial Statements.  As
      soon as available and in any event within one hundred twenty (120) days after
      the end of each Fiscal Year, audited

     

    
      
         

      

      
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consolidated
        balance sheets of the Borrower and its consolidated Subsidiaries, as of the
        close of such Fiscal Year and audited consolidated statements of income,
        retained earnings and cash flows of the Borrower and its consolidated
        Subsidiaries, for the Fiscal Year then ended, including, without limitation,
        the
        notes thereto, all in reasonable detail setting forth in comparative form
        the
        corresponding figures for the preceding Fiscal Year and prepared by an
        independent certified public accounting firm acceptable to the Agent in
        accordance with GAAP and, if applicable, containing disclosure of the effect
        on
        the financial position or results of operation of any change in the application
        of accounting principles and practices during the year, and accompanied by
        a
        report thereon by such certified public accountants that is not qualified
        with
        respect to scope limitations imposed by the Borrower and its consolidated
        Subsidiaries, or with respect to accounting principles followed by the Borrower
        and its consolidated Subsidiaries not in accordance with
        GAAP.

    

     

    (c)           Aging
      Reports.  Monthly,
      on the twentieth (20th) day of
      each
      month, a monthly aging report for the prior month of (i) the total portfolio
      of
      Contracts serviced by the Borrower, in summary form, and of (ii) Contracts
      which
      are Collateral.

     

    Section
      7.2                                Certificates.

     

    (a)           Compliance
      Certificate.  At
      each time financial statements are delivered pursuant to Section 7.1(a) or
      Section 7.1(b) hereof, a Compliance Certificate dated as of the date of the
      related financial statements.

     

    (b)           Borrowing
      Base Certificate.  Monthly,
      on the twentieth (20th) day of
      each
      month, a Borrowing Base Certificate as of the last date of the immediately
      preceding month.

     

    Section
      7.3                                Other
      Reports.

     

    (a)           Promptly
      upon receipt thereof, copies of all reports, if any, submitted to the Borrower
      or its board of directors by its independent public accountants in connection
      with their auditing function, including, without limitation, any management
      letters or reports and any management responses thereto;

     

    (b)           promptly
      upon their becoming available, copies of such other financial statements,
      reports, notices, prospectuses and registration statements, if any, as any
      Borrower may be required to publicly file with the IRS, the SEC, any national
      securities exchange
      or any similar or corresponding governmental commission, department or agency
      substituted therefor, or any similar or corresponding governmental commission,
      department, board, bureau, or agency, federal or state; and

     

    (c)           tax
      returns and such other information regarding the operations, business affairs
      and financial condition of the Borrower or the Collateral as the Agent or any
      Lender may reasonably request.

     

    Section
      7.4                                Notice
      of Litigation and Other Matters.
      Promptly (but in no event later than five (5) Business Days after the Borrower
      obtains knowledge thereof) telephonic and written notice of:

     

    
      
         

      

      
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    (a)           the
      commencement of any proceedings and investigations by or before any Governmental
      Authority, and all actions and proceedings in any court or before any arbitrator
      against or involving the Borrower or any of its properties, assets or
      businesses, which could reasonably be believed to create a potential liability
      or judgment in excess of $1,000,000;

     

    (b)           any
      notice of any violation received by the Borrower from any Governmental Authority
      including, without limitation, any notice of violation of any Environmental
      Law;

     

    (c)           any
      labor controversy that has resulted in, or threatens to result in, a strike
      or
      other work action against the Borrower;

     

    (d)           any
      attachment, judgment, lien, levy or order exceeding $1,000,000 that may be
      assessed against or threatened against the Borrower;

     

    (e)           (i) the
      institution of any steps by any Person to terminate any Pension Plan,
      (ii) the failure to make a required contribution to any Pension Plan if
      such failure is sufficient to give rise to a Lien under Section 302(f) of
      ERISA, (iii) the taking of any action with respect to a Pension Plan which
      could result in the requirement that the Borrower furnish a bond or other
      security to the PBGC or such Pension Plan, or (iv) the occurrence of any
      event with respect to any Pension Plan which could result in the incurrence
      by
      the Borrower of any material liability, fine or penalty, notice thereof and
      copies of all documentation relating thereto;

     

    (f)           any
      change (i) in the Borrower’s corporate name or in any trade name used to
      identify it in the conduct of its business or in the ownership of its
      properties, (ii) in the location of the Borrower’s chief executive office, its
      principal place of business, any office in which it maintains books or records
      relating to Collateral owned by it or any office or facility at which Collateral
      owned by it is located (including the establishment of any such new office
      or
      facility), (iii) in the Borrower’s identity or corporate structure, (iv) in the
      Borrower’s Federal Taxpayer Identification Number or (v) in the Borrower’s
      jurisdiction of organization (and the Borrower agrees not to effect or permit
      any change referred to in the preceding sentence unless all filings have been
      made under the UCC or otherwise that are required in order for the Agent to
      continue at all times following such change to have a valid, legal and perfected
      security interest in all the Collateral);

     

    (g)           if
      any material portion of the Collateral is damaged or destroyed;

     


    (h)           any
      change of any Authorized Officer;

     

    (i)           any
      condition or event that constitutes a Default or Event of Default, written
      notice thereof specifying the nature and duration thereof and the action being
      or proposed to be taken with respect thereto;

     

    (j)           any
      Disposition;

     

    (k)           any
      default under a Servicing Agreement; and

     

    (l)           any
      Material Adverse Effect.

     

    
      
         

      

      
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    Section
      7.5                                Accuracy
      of Information.  All
      written information, reports, statements and other papers and data furnished
      by
      or on behalf of the Borrower or any of its Subsidiaries to the Agent or any
      Lender (other than financial forecasts) whether pursuant to this Article VII
      or
      any other provision of this Agreement shall be, at the time the same is so
      furnished, complete and correct in all material respects to the extent necessary
      to give the Agent or any Lender complete, true and accurate knowledge of the
      subject matter based on the Borrower’s knowledge thereof.

     

    ARTICLE
      VIII

     

    AFFIRMATIVE
      COVENANTS

     

    The
      Borrower agrees with each Lender and the Agent that it will, and, where
      required, will cause its consolidated Subsidiaries to, perform or cause to
      be
      performed the obligations set forth below.

     

    Section
      8.1                                Maintenance
      of Existence; Compliance with Laws, etc.  The
      Borrower will:

     

    (a)           except
      as otherwise permitted by Section 10.7, preserve and maintain its legal
      existence; and

     

    (b)           comply
      in all material respects with all applicable laws, rules, regulations and
      orders, including the payment (before the same become delinquent), of all
      federal, state and other material Taxes and assessments imposed upon it or
      upon
      its property except to the extent being diligently contested in good faith
      by
      appropriate proceedings and for which adequate reserves in accordance with
      GAAP
      have been set aside on the books of the Borrower.

     

    Section
      8.2                                Maintenance
      of Properties.  The
      Borrower will maintain, preserve, protect and keep its properties in good
      repair, working order and condition (ordinary wear and tear excepted), and
      make
      necessary repairs, renewals and replacements so that the business carried on
      by
      the Borrower may be properly conducted at all times, unless the Borrower
      determines in good faith that the continued maintenance of such property is
      no
      longer economically desirable.

     

    Section
      8.3                                Insurance.  The
      Borrower will:

     

          
      (a)           maintain
      with financially sound and reputable insurance companies, insurance, with
      respect to its properties and business, against loss or damage by fire and
      other
      insurance hazards (including extended coverage, property damage, worker’s
      compensation, public liability and business interruption insurance) and against
      other risks (including errors and omissions) of the kind and in such amount
      customarily insured against by companies in the same or similar businesses
      operating in the same or similar locations, and all insurance required to be
      maintained under any other Credit Document;

     

    (b)           if
      any portion of the Borrower’s property that is subject to a mortgage in favor of
      the Agent is located in an area identified by the Federal Emergency Management
      Agency or any successor thereto as an area having special flood hazards pursuant
      to the National Flood Insurance Act, maintain with financially sound and
      reputable insurance companies, flood insurance with policy limits and
      deductibles in such amounts as are typically insured against in the same general
      area, by Persons of comparable size engaged in the same or similar business;
      and

     

    
      
         

      

      
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    (c)           maintain
      all other insurance as may be required under the laws of any state or
      jurisdiction in which it or they may be engaged in business

     

    (d)           deliver
      (i) not later than seven (7) days after the Closing Date and annually thereafter
      an original certificate of insurance signed by the Borrower’s independent
      insurance broker describing and certifying as to the existence of the insurance
      on the properties and assets of the Borrower and its consolidated Subsidiaries
      required to be maintained by this Agreement and (ii) at the reasonable request
      of the Agent from time to time (A) a summary schedule indicating all insurance
      then in force with respect to the Borrower or (B) copies of the policies
      evidencing such insurance coverage.  Each insurance policy shall
      provide for at least thirty (30) days’ prior written notice to the Agent of any
      termination of or proposed cancellation, nonrenewal or material modification
      of
      such policy.  All policies delivered pursuant to this Section shall be
      in addition to any requirements to maintain specific types of insurance
      contained in any other Credit Document.

     

    Section
      8.4                                Visitations,
      Books and Records, Field Audits.  The
      Borrower will, and will cause each of its consolidated Subsidiaries
      to:

     

    (a)           keep
      true books and records in which full, true and correct entries will be made
      in
      accordance with GAAP and maintain adequate accounts and reserves for all taxes
      (including income taxes), all depreciation, depletion, obsolescence and
      amortization of its properties, all contingencies, and all other reserves,
      and
      maintain computerized systems capable of (i) tracking the Eligible Contracts,
      enabling the Borrower at all times to identify the same by Lessee and (ii)
      enabling the Borrower to calculate the Net Present Value and Original Net
      Equipment Cost;

     

    (b)           permit
      the Agent, any Lender or any of their respective representatives, at reasonable
      times and intervals upon reasonable notice to the Borrower, to visit the
      Borrower’s offices, to discuss the Borrower’s financial matters with its
      officers and employees, and its independent public accountants (and the Borrower
      hereby authorizes such independent public accountant to discuss the Borrower’s
      financial matters with the Agent, any Lender
      or
      any of their respective representatives) and to examine (and photocopy extracts
      from) any of its books and records provided that no more than one such visit
      shall occur during any Fiscal Year if no Event of Default has occurred and
      is
      continuing;

     

    (c)           shall
      assist in any collateral field audit performed (by any accounting firm
      reasonably acceptable to the Agent) at the request of the Agent, which audit
      shall be in form and substance reasonably satisfactory to Agent, the cost of
      which shall be paid by the Borrower; provided that the Borrower shall be
      responsible for the cost of no more than one such audit performed during any
      Fiscal Year if no Event of Default has occurred and is continuing;
      and

     

    
      
         

      

      
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    (d)           pay
      any fees of such independent public accountant or auditor incurred in connection
      with the Agent’s and the Lenders’ exercise of its rights pursuant to this
      Section, and reimburse all reasonable out-of-pocket costs of such visits of
      the
      Agent.

     

    Section
      8.5                                Environmental
      Law Covenant.  The
      Borrower will, except in each case where the failure to do so could not
      reasonably be expected, individually or in the aggregate, to have a Material
      Adverse Effect:

     

    (a)           occupy,
      use and operate all of its and their facilities and properties in material
      compliance with all Environmental Laws, keep all necessary permits, approvals,
      certificates, licenses and other authorizations required by Environmental Laws
      in effect and remain in material compliance therewith, and handle all Hazardous
      Materials in compliance with, all applicable Environmental Laws;
      and

     

    (b)           promptly
      notify the Agent and provide copies upon receipt of all written claims,
      complaints, notices or inquiries relating to the condition of its facilities
      and
      properties in respect of, or as to compliance with, Environmental Laws and
      promptly resolve any non-compliance with Environmental Laws and keep its
      property free of any Lien imposed by any Environmental Law.

     

    Section
      8.6                                Use
      of Proceeds.  The
      Borrower will apply the proceeds of the Loans to finance the purchase of
      Eligible Contracts.

     

    Section
      8.7                                Future
      Subsidiaries, Security, etc.  The
      Borrower will not create or acquire any Subsidiaries or enter into any
      joint-ventures.  From time to time, the Borrower will, at their cost
      and expense, promptly secure the Obligations by pledging or creating, or causing
      to be pledged or created, perfected security interests with respect to such
      of
      its assets and properties as the Agent or the Required Lenders shall designate
      pursuant to the terms of this Agreement (it being understood that it is the
      intent of the parties that the Obligations shall be secured by all of the issued
      and outstanding Capital Securities of any Subsidiaries of the Borrower and
      substantially all the assets of the Borrower, including real and personal
      property acquired subsequent to the Closing Date).  Such Liens will be
      created under the Credit Documents in form and substance reasonably satisfactory
      to the Agent, and the Borrower shall deliver or cause to be delivered to the
      Lenders all such instruments and documents (including legal opinions, title
      insurance policies and lien searches) as the Agent shall reasonably request
      to
      evidence compliance with this Section.


    Section
      8.8                                Procedures
      to Ensure Information Dissemination.  The
      Borrower will, and will cause each of its consolidated Subsidiaries to,
      establish and maintain adequate policies and procedures to ensure that at least
      one Authorized Officer is promptly informed of all matters referenced in this
      Agreement for which the Secured Parties are relying on such Authorized Officer’s
      knowledge with respect to the obligations set forth in Sections 6.13 and Article
      VII.

     

    Section
      8.9                                Further
      Assurances. 

     

    (a)           The
      Borrower will, and will cause each Subsidiary which becomes a party hereto,
      to
      execute any and all further documents, financing statements, agreements and
      

     

    
      
         

      

      
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instruments,
        and take all such further actions (including the filing and recording of
        financing statements, fixture filings, mortgages, deeds of trust and other
        documents), which may be required under any applicable law, or which the
        Agent
        or the Required Lenders may reasonably request, to effectuate the transactions
        contemplated by the Credit Documents or to grant, preserve, protect or perfect
        the Liens created by the Credit Documents or the validity or priority of
        any
        such Lien, all at the expense of the Borrower.  The Borrower also
        agrees to provide the Agent, from time to time upon request, evidence reasonably
        satisfactory to the Agent as to the perfection and priority of the Liens
        created
        or intended to be created by the Credit Documents.

    

     

    (b)           If
      any assets (including any real property or improvements thereto or any interest
      therein) are acquired by the Borrower after the Closing Date (other than assets
      constituting Collateral under the Security Agreement that become subject to
      the
      Lien of the Security Agreement upon acquisition thereof), the Borrower will
      notify the Agent thereof, and, if requested by the Agent or the Required
      Lenders, the Borrower will cause such assets to be subjected to a Lien securing
      the Obligations applicable, and will take such actions as shall be necessary
      or
      reasonably requested by the Agent to grant and perfect such Liens, including
      actions described in clause (a) of this Section, all at the expense of the
      Borrower.

     

    (c)           If
      any Borrower opens or establishes any Deposit Account with any Person (other
      than with respect to any Deposit Account with the Agent), such Borrower shall
      subject such Deposit Account to a Control Agreement to the extent required
      by
      the Security Agreement.

     

    (d)           Each
      Contract acquired by the Borrower shall be acquired pursuant to an Assignment
      Agreement.

     

    (e)           The
      Borrower shall enter into and maintain a Servicing Agreement, in form and
      substance reasonably satisfactory to the Agent, with respect to the
      Contracts.

     

    Section
      8.10                                Maintenance
      of Assets.  With
      respect to the Contracts and related assets owned or serviced by the Borrower,
      the Borrower shall:

    


    (a)           invoice
      and collect from each Lessee all Lease Payments required to be paid by such
      Lessee in such manner and to the same extent as the Borrower does with respect
      to similar contracts held for their own account;

     


    (b)           fulfill
      all of the obligations of the Borrower and any of the ongoing responsibilities
      (if any) of the lessor or lender under a Contract and exercise all rights of
      the
      Borrower with respect to the Contracts and the Equipment;

     

    (c)           maintain
      with respect to each Contract and each piece of Equipment, and with respect
      to
      each payment by each Lessee and compliance by each Lessee with the provisions
      of
      each Contract, complete and accurate records in such manner and to the same
      extent as the Borrower does with respect to similar contracts held for their
      own
      accounts;

     

    (d)           execute,
      deliver, report and file any and all tax returns with respect to sales, use,
      personal property and other taxes (other than corporate income tax returns)
      and
      any and all notices, reports, licensing applications or other required filings
      required to be filed in any jurisdiction with respect to any Equipment and
      any
      and all filings required with respect to such Equipment;

     

    
      
         

      

      
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    (e)           apply
      for and maintain (or cause to be applied for and maintained) all licenses,
      permits, registrations, authorizations and other governmental items necessary
      for the Borrower to acquire, hold, manage and sell the Equipment, or enforce
      or
      collect Contracts, in each jurisdiction where the failure to maintain such
      licenses, permits, registrations, authorizations or governmental items could,
      individually or in the aggregate, reasonably be expected to cause a Material
      Adverse Effect;

     

    (f)           pay
      or cause to be paid all applicable taxes properly due and owing in connection
      with the Contracts and Equipment;

     

    (g)           
      enforce and negotiate the terms of any Contract in accordance with the terms
      of
      the Servicing Standard;

     

    (h)           repossess
      and remarket any Equipment in accordance with the terms of the Servicing
      Standard;

     

    (i)           negotiate
      and maintain any insurance required by the Servicing Standard;

     

    (j)           
      investigate, consistent with its past practices and policies and at its own
      expense, the facts and circumstances surrounding each casualty or Event of
      Loss
      with respect to any Equipment, collect or arrange for payment from the
      appropriate Lessee or third party and process all payment requests under the
      insurance policies with respect to such Equipment;

     

    (k)           in
      connection with its performance of the responsibilities and obligations, and
      exercise of rights, under a Contract as lender, minimize any abatement,
      reduction, recoupment, setoff, defense or counterclaim by the related
      Lessee;

     

    (l)           fully
      perform all obligations under the Contracts for which the nonperformance of
      such
      obligations would create a setoff or counterclaim right by the applicable
      Lessee; and


    (m)           maintain,
      in the custody of LEAF Financial, a Contract File with respect to each
      Contract.

     

    ARTICLE
      IX

     

    [INTENTIONALLY
      OMITTED]

     

    


    
      
         

      

      
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    ARTICLE
      X

     

    NEGATIVE
      COVENANTS

     

    The
      Borrower covenants and agrees with each Lender and the Agent that the Borrower
      will, and will cause its consolidated Subsidiaries to, perform or cause to
      be
      performed the obligations set forth below.

     

    Section
      10.1                                Business
      Activities.  The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      engage in any business activity except for equipment leasing or lending and
      those related business activities engaged in on the date of this Agreement
      (and
      activities reasonably incidental, complementary or substantially similar
      thereto).

     

    Section
      10.2                                Indebtedness.  The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      create, incur, assume or permit to exist any Indebtedness, other
      than:

     

    (a)           Indebtedness
      in respect of the Obligations;

     

    (b)           Indebtedness
      existing as of the Closing Date which is identified in Schedule 10.2 hereto,
      together with refinancings, renewals or replacements of any such Indebtedness
      in
      the manner permitted under Section 10.5 hereof;

     

    (c)           unsecured
      Indebtedness (i) for trade payables incurred in the ordinary course of business
      of the Borrower and their Subsidiaries and (ii) in respect of performance,
      surety or appeal bonds provided in the ordinary course of business, but
      excluding (in each case), Indebtedness incurred through the borrowing of money
      or Contingent Liabilities in respect thereof;

     

    (d)           Indebtedness
      of the Borrower comprised of Hedging Obligations permitted pursuant to
      Section 10.13;

     

    (e)           Capitalized
      Lease Liabilities in an aggregate amount at any time outstanding not to exceed
      $100,000;

     

    (f)           Purchase
      money obligations in an aggregate amount at any time not to exceed $100,000;
      and

     

    (g)           any
      other unsecured Indebtedness in an aggregate amount at any time not to exceed
      $100,000.

     


    provided,
      however, that no Indebtedness otherwise permitted by clause (c), (e) or (f)
      above shall be assumed or otherwise incurred if a Default has occurred and
      is
      then continuing or would result therefrom.

     

    Section
      10.3                                Liens.  The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      create, incur, assume or permit to exist any Lien upon any of its property
      (including Capital Securities of any Person), revenues, assets or other
      Collateral, whether now owned or hereafter acquired, except:

     

    
      
         

      

      
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    (a)           Liens
      securing payment of the Obligations;

     

    (b)           Liens
      existing as of the Closing Date and disclosed in Schedule 10.3 hereto securing
      Indebtedness described in Section 10.2(c); provided, that no such Lien shall
      encumber any additional property (other than proceeds, products or replacements
      of such property) not already securing such Indebtedness on the Closing
      Date;

     

    (c)           Liens
      securing Indebtedness permitted to be incurred under Sections 10.2(e) and (f);
      provided, that (i) such Lien is granted within 60 days after such Indebtedness
      is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser
      of
      the cost or the fair market value of the applicable property, improvements
      or
      equipment at the time of such acquisition (or construction) or lease and (iii)
      such Lien secures only the assets and the proceeds, products or replacements
      of
      such assets that are the subject of the Indebtedness referred to in such
      clause;

     

    (d)           Liens
      in favor of carriers, warehousemen, suppliers, repairmen, mechanics,
      materialmen, landlords and other similar liens granted in the ordinary course
      of
      business for amounts not overdue for a period of more than 60 days or being
      diligently contested in good faith by appropriate proceedings and for which
      adequate reserves or other appropriate provision in accordance with GAAP shall
      have been made therefor;

     

    (e)           Liens
      incurred or pledges or deposits made in the ordinary course of business in
      connection with worker’s compensation, unemployment insurance or other forms of
      governmental insurance or benefits, or to secure performance of tenders,
      statutory obligations, bids, trade contracts, leases, statutory bonds,
      performance bonds or other similar obligations (other than for borrowed money)
      entered into in the ordinary course of business or to secure obligations on
      surety and appeal bonds or performance bonds;

     

    (f)           judgment
      Liens which do not otherwise result in an Event of Default;

     

    (g)           easements,
      rights-of-way, zoning restrictions, minor defects or irregularities in title
      and
      other similar charges or encumbrances, in each case, not interfering in any
      material respect with the ordinary course of business of the
      Borrower;

     

    (h)           Liens
      for taxes, assessments or other governmental charges or levies not at the time
      delinquent or thereafter payable without penalty or being diligently contested
      in good faith by appropriate proceedings and for which adequate reserves or
      other appropriate provisions in accordance with GAAP shall have been
      made;

    (i)           Liens
      arising from precautionary UCC financing statements regarding operating leases,
      provided that such Lien is limited to the equipment leased;

     

    (j)           Liens
      of a collecting bank under UCC 4-210 on items in the course of
      collection;

     

    (k)           statutory
      liens under UCC Article 2; and

     

    
      
         

      

      
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    (l)           bank
      set-off rights against Deposit Accounts.

     

    Section
      10.4                                Investments.  The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      purchase, make, incur, assume or permit to exist any Investment in any other
      Person, except:

     

    (a)           Investments
      existing on the Closing Date and identified in Schedule 10.4
      hereto;

     

    (b)           Cash
      Equivalent Investments;

     

    (c)           Investments
      received in connection with the bankruptcy or reorganization of, or settlement
      of delinquent accounts and disputes with, customers and suppliers, in each
      case
      in the ordinary course of business;

     

    (d)           Investments
      constituting (i) accounts receivable arising, (ii) trade debt granted,
      or (iii) deposits made in connection with the purchase price of goods or
      services, in each case in the ordinary course of business;

     

    (e)           Investments
      consisting of any deferred portion of the sales price received by the Borrower
      or any Subsidiary in connection with any Disposition permitted under
      Section 10.8;

     

    (f)           without
      duplication, Investments to the extent permitted as Indebtedness pursuant to
      Section 10.2(e); and

     

    (g)           Investments
      by way of the acquisition of assets pursuant to Financed
      Acquisitions.

     

    Section
      10.5                                Restricted
      Payments.

     

    The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      declare, make or permit, or agree to pay or make, directly or indirectly, any
      Restricted Payment, except for dividends (i) payable to the Borrower, and (ii)
      payable by the Borrower solely in shares of any class of its common
      stock.

     

    Section
      10.6                                Issuance
      of Capital Securities.  The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      (a) issue any Capital Securities that, by their terms (or by the terms of any
      securities into which they are convertible or for which they are exchangeable),
      or upon the happening of any event, mature or are subject to mandatory
redemption,
      pursuant to a sinking fund obligation or otherwise, or redeemable at the option
      of the holder thereof, in whole or in part, on or prior to the date that is
      six
      months after the Termination Date (whether for value or otherwise) or (b) become
      liable in respect of any obligation (contingent or otherwise) to purchase,
      redeem, retire, acquire or make any other payment prior to at least six months
      after the Termination Date in respect of any Capital Securities of the Borrower
      or any option, warrant or other right to acquire any such Capital
      Securities.

     

    
      
         

      

      
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    Section
      10.7                                Consolidation,
      Merger, etc.  The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      liquidate or dissolve, consolidate with, or merge into or with, any other
      Person, or purchase or otherwise acquire all or substantially all of the assets
      or Capital Securities of any Person (or any division thereof).

     

    Section
      10.8                                Sale
      of Assets.  The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      convey, sell, lease, assign, transfer or otherwise dispose of, more than ten
      percent (10%) of their assets, business or property (whether now owned or
      hereafter acquired, including, without limitation, Contracts and accounts
      receivable) during any consecutive twelve (12) month period, or issue or sell
      any shares of any such Person’s Subsidiary’s common stock to any Person other
      than the Borrower, except: (a)  a discount of or an adjustment to any
      account receivable in accordance with past practices; (b) the sale or other
      disposition for fair market value, and in the ordinary course of business,
      of
      obsolete or worn out property, or other property not necessary for operations,
      and (c) sales of Contracts and the related Equipment, for fair market value,
      but
      only to the extent that such sales are without any recourse, direct or indirect,
      to the Borrower or any consolidated Subsidiary thereof.

     

    Section
      10.9                                Transactions
      with Affiliates.  Except
      as set forth on Schedule 10.9 and excluding transactions, payments or
      distributions otherwise expressly permitted hereunder, the Borrower will not
      and
      will not permit any of its consolidated Subsidiaries to, enter into or cause
      or
      permit to exist any arrangement, transaction or contract (including for the
      purchase, lease or exchange of property or the rendering of services) with
      any
      Affiliate of the Borrower, unless such arrangement, transaction or contract
      is
      (a) on fair and reasonable terms no less favorable to the Borrower or such
      Subsidiary than it could obtain in an arm’s-length transaction with a Person
      that is not an Affiliate and (b) of the kind which would be entered into by
      a
      prudent Person in the position of the Borrower or such Subsidiary with a Person
      that is not one of its Affiliates, and the Agent receives prompt written notice
      of such transaction.

     

    Section
      10.10                                Restrictive
      Agreements.  The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      enter into or permit to exist any agreement prohibiting:

     

    (a)           the
      creation or assumption of any Lien upon its properties, revenues or assets,
      whether now owned or hereafter acquired to the extent any such negative pledge
      would prohibit the creation or first priority perfection of any Liens securing
      payment of the Obligations;

     

    (b)           the
      ability of the Borrower to amend or otherwise modify any Credit Document;
      or


    (c)           the
      ability of any Subsidiary to make any payments, directly or indirectly, to
      the
      Borrower, including by way of dividends, advances, repayments of loans,
      reimbursements of management and other intercompany charges, expenses and
      accruals or other returns on investments.

     

    Section
      10.11                                Sale
      and Leaseback.  The
      Borrower will not directly or indirectly enter into any agreement or
      arrangement, as a lessee, providing for the sale or transfer by it of any
      property (now owned or hereafter acquired) to a Person and the subsequent lease
      or rental of such property or other similar property from such
      Person.

     

    
      
         

      

      
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    Section
      10.12                                Amendment
      to Material Documents.

     

    (a)           The
      Borrower will not, and will not permit any of its consolidated Subsidiaries
      to,
      amend, supplement or otherwise modify any: (i) Organizational Document; (ii)
      Assignment Agreement; or (iii) Servicing Agreement, in any manner materially
      adverse to the interests, rights or obligations of any Secured
      Party.

     

    (b)           The
      Borrower will not, and will not permit any of their consolidated Subsidiaries
      to, agree to or permit any amendment, modification or waiver of any provision
      of
      any agreement, document, instrument or note governing or evidencing the
      Subordinated Debt if the effect of such amendment, modification or waiver is
      to:
      (i) increase the interest rate on such Subordinated Debt or change (to earlier
      dates) the dates upon which principal and interest are due thereon; (ii) alter
      the redemption, prepayment or subordination provisions thereof; (iii) create
      any
      covenant thereunder or grant any collateral therefor; or (iv) otherwise confer
      additional rights upon the holders thereof which individually or in the
      aggregate would be adverse to the Borrower or any such consolidated Subsidiary
      or to the any Secured Parties.

     

    Section
      10.13                                Hedging
      Obligations.  The
      Borrower will not enter into any Hedging Obligations other than Hedging
      Obligations entered into in the ordinary course of business to manage interest
      rate risk of the Borrower and not for speculative purposes.

     

    Section
      10.14                                Accounting
      Changes.  The
      Borrower will not make any significant change in accounting treatment or
      reporting practices, except as required by GAAP, or change their Fiscal
      Year.

     

    Section
      10.15                                Upstream
      Limitations.The
      Borrower will not, and will not permit any of its consolidated Subsidiaries,
      to
      enter into any agreement, contract, or arrangement (other than the Credit
      Documents) restricting the ability of any of its Subsidiaries to pay or make
      dividends or distributions in cash or kind, to make loans, advances, or other
      payments of whatsoever nature or to make transfers or distributions of all
      or
      any part of their assets to the Borrower or to any Subsidiary of the
      Borrower.

     

    ARTICLE
      XI

     

    EVENTS
      OF DEFAULTS AND REMEDIES

     

    Section
      11.1                                Events
      of Default.  Each
      of the following events or occurrences described in this Article shall
      constitute an “Event of Default”:

     


    (a)           Non-Payment
      of Obligations.  The
      Borrower shall fail to make any payment or prepayment of any principal of any
      Loan when due or any payment of interest on any Loan or any fee described in
      Article III or any other monetary Obligation, within three (3) Business Days
      of
      when due.

     

    
      
         

      

      
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    (b)           Breach
      of Warranty.  Any
      representation or warranty of the Borrower made or deemed to be made in any
      Credit Document (including any certificates delivered pursuant to
      Article V) is or shall be incorrect when made or deemed to have been made
      in any material respect.

     

    (c)           Non-Performance
      of Certain Covenants and Obligations.  The
      Borrower shall default in the due performance or observance of any of its
      obligations under Article VII, Section 8.1, Section 8.7, Section 8.11 or
      Article X.

     

    (d)           Non-Performance
      of Other Covenants and Obligations.  The
      Borrower shall default in the due performance and observance of any agreement,
      covenant or obligation contained in any Credit Document executed by it (other
      than those described in Section 11.1(a)-(c) above), and, to the extent
      susceptible to remedy, such default shall continue unremedied for a period
      of
      30 days after the earlier of (i) the date the Borrower is required pursuant
      to the Credit Documents or otherwise to give notice thereof to the Agent
      (whether or not such notice is actually given), or (ii) the date notice thereof
      shall have been given to the Borrower by the Agent or any Lender.

     

    (e)           Default
      on Other Indebtedness.  A
      default shall occur in the payment of an amount when due (subject to any
      applicable grace period), whether by acceleration or otherwise, of any
      Indebtedness (other than Indebtedness described in Section 11.1(a)) of the
      Borrower or any of its Subsidiaries, having an outstanding principal amount,
      individually or in the aggregate, in excess of $1,000,000, or a default shall
      occur in the performance or observance of any obligation or condition with
      respect to such Indebtedness if the effect of such default is to accelerate
      the
      maturity of any such Indebtedness or such default shall continue unremedied
      for
      any applicable period of time sufficient to permit the holder or holders of
      such
      Indebtedness, or any trustee or agent for such holders, to cause or declare
      such
      Indebtedness to become due and payable or to require such Indebtedness to be
      prepaid, redeemed, purchased or defeased, or require an offer to purchase or
      defease such Indebtedness to be made, prior to its expressed maturity, in each
      case, regardless of whether such default is waived, or such right is exercised,
      by such holder (or trustee or agent), unless the effect of such waiver is to
      terminate permanently the right of such holder (or trustee or agent) to
      accelerate the maturity thereof or demand cash collateral in respect thereof
      on
      account of such default.

     

    (f)           Judgments.  Any
      judgment or order for the payment of money individually or in the aggregate
      in
      excess of $1,000,000 (exclusive of any amounts to the extent covered by
      insurance (less any applicable deductible) and as to which the insurer has
      acknowledged its responsibility to cover such judgment or order) shall be
      rendered against the Borrower or any of its Subsidiaries and such judgment
      shall
      not have been vacated or discharged or stayed or bonded pending appeal within
      30 days (or such longer period during which execution of the same shall
      have been stayed) after the entry thereof or enforcement proceedings shall
      have
      been commenced by any creditor upon such judgment or order.


    (g)           Pension
      Plans.  Any
      of the following events shall occur with respect to any Pension
      Plan:

     

    
      
         

      

      
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    (i)           the
      institution of any steps by the Borrower, any member of its Controlled Group
      or
      any other Person to terminate a Pension Plan if, as a result of such
      termination, any Borrower or any such member could be required to make a
      contribution to such Pension Plan, or could reasonably expect to incur a
      liability or obligation to such Pension Plan, in excess of $1,000,000;
      or

     

    (ii)           a
      contribution failure occurs with respect to any Pension Plan sufficient to
      give
      rise to a Lien under section 302(f) of ERISA.

     

    (h)           Change
      in Control.  Any
      Change in Control shall occur.

     

    (i)           Bankruptcy,
      Insolvency, etc.  The
      Borrower shall:

     

    (i)           become  “insolvent”
      as defined by Section 101(32) of the United States Bankruptcy Code, 11 U.S.C.
      §101(32)or generally fail to pay, or admit in writing its inability or
      unwillingness generally to pay, debts as they become due;

     

    (ii)           apply
      for, consent to, or acquiesce in the appointment of a trustee, receiver,
      sequestrator or other custodian for any substantial part of the property of
      any
      thereof, or make a general assignment for the benefit of creditors;

     

    (iii)           in
      the absence of such application, consent or acquiescence in or permit or suffer
      to exist the appointment of a trustee, receiver, sequestrator or other custodian
      for a substantial part of the property of any thereof, and such trustee,
      receiver, sequestrator or other custodian shall not be discharged within
      60 days; provided, that the Borrower hereby expressly authorizes each
      Secured Party to appear in any court conducting any relevant proceeding during
      such 60 day period to preserve, protect and defend their rights under the Credit
      Documents;

     

    (iv)           permit
      or suffer to exist the commencement of any bankruptcy, reorganization, debt
      arrangement or other case or proceeding under any bankruptcy or insolvency
      law
      or any dissolution, winding up or liquidation proceeding, in respect thereof,
      and, if any such case or proceeding is not commenced by the Borrower, such
      case
      or proceeding shall be consented to or acquiesced in by the Borrower, or shall
      result in the entry of an order for relief or shall remain for 60 days
      undismissed; provided, that the Borrower hereby expressly authorizes each
      Secured Party to appear in any court conducting any such case or proceeding
      during such 60 day period to preserve, protect and defend their rights under
      the
      Credit Documents; or

     

    (v)           take
      any action authorizing, or in furtherance of, any of the foregoing.

     

    (j)           Impairment
      of Security, etc.  Any
      Credit Document or any Lien granted thereunder (except Liens released in
      accordance with the terms of the Credit Documents) shall, in whole or in part,
      terminate, cease to be in effect or cease to be the legally valid, binding
      and
      enforceable obligation of the Borrower; the Borrower shall, directly or
      indirectly, contest in any manner such effectiveness, validity, binding nature
      or enforceability; or, except as permitted under any Credit Document, any Lien
      on collateral with a value singly or in the aggregate 

     

    
      
         

      

      
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in
        excess
        of $1,000,000 securing any Obligation shall, in whole or in part, cease to
        be a
        perfected Lien subject only to Liens permitted under Section
        10.3.

    

     

    (k)           Uninsured
      Damage

     

    .  The
      occurrence of any uninsured damage to or loss, theft or destruction of, any
      assets of the Borrower or any of its Subsidiaries and such damage, loss, theft
      or destruction shall exceed $1,000,000 in the aggregate at any
      time.

     

    (l)           Servicer
      Default. The occurrence of any Servicer Default.

     

    Section
      11.2                                Action
      if Bankruptcy.  If
      any Event of Default described in Section 11.1(i) shall occur, the
      Commitments (if not theretofore terminated) shall automatically terminate and
      the outstanding principal amount of all outstanding Loans and all other
      Obligations (other than Secured Hedging Obligations) shall automatically be
      and
      become immediately due and payable, without notice or demand to any
      Person.

     

    Section
      11.3                                Action
      if Other Event of Default.  If
      any Event of Default (other than any Event of Default described in Section
      11.1(i)) shall occur for any reason, whether voluntary or involuntary, and
      be
      continuing, the Agent, upon the direction of the Required Lenders, shall by
      notice to the Borrower declare all or any portion of the outstanding principal
      amount of the Loans and other Obligations (other than Secured Hedging
      Obligations) to be due and payable and/or the Commitments (if not theretofore
      terminated) to be terminated, whereupon the full unpaid amount of such Loans
      and
      other Obligations which shall be so declared due and payable shall be and become
      immediately due and payable, without further notice, demand or presentment,
      and/or, as the case may be, the Commitments shall terminate.

     

    Section
      11.4                                Application
      of Proceeds.  Following
      an Event of Default and acceleration of the Obligations, the Agent shall apply
      proceeds of Collateral as follows:

     

    First,
      to payment of that portion of the Obligations constituting fees, expenses
      (including, without limitation, expenses relating to attorneys’ fees and other
      professionals’ fees), indemnities and other amounts due to the Agent in its
      capacity as such;

     

    Second,
      to payment of that portion of the Obligations constituting accrued and unpaid
      interest and accrued and unpaid commitment fees or other fees, ratably amongst
      the Secured Parties in proportion to the respective amounts described in this
      clause “Second” due to them;

     

    Third,
      to payment of that portion of the Obligations constituting unpaid principal
      of
      any Loans, ratably amongst the Lenders in proportion to the respective amounts
      described in this clause “Third” due to them;

     

    Fourth,
      to payment of all other Obligations, ratably amongst the Secured Parties in
      proportion to the respective amounts described in this clause “Fourth” due to
      them; and

     

    Finally,
      the balance, if any, after all of the Obligations have been satisfied, to the
      Borrower or as otherwise required by law.

     


    For
      purposes of this Section 11.4, if there are Obligations arising out of Secured
      Hedging Agreements, the Agent shall determine whether such obligations are
      most
      appropriately 

    
      
         

      

      
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    characterized
      as interest, principal, fees or other and shall add those obligations to the
      appropriate category above.  Any determination of the Agent in this
      regard shall be conclusive absent manifest error, provided, however, that
      the characterization of such obligations shall be the same with respect to
      all
      Secured Parties.

     

    ARTICLE
      XII

     

    THE
      AGENT

     

    Section
      12.1                                Actions.  Each
      Lender hereby irrevocably appoints National City as its Agent.  Each
      Lender authorizes the Agent to act on behalf of such Lender under each Credit
      Document and, in the absence of other written instructions from the Required
      Lenders received from time to time by the Agent (with respect to which the
      Agent
      agrees that it will comply, except as otherwise provided in this Section or
      as
      otherwise advised by counsel in order to avoid  contravention of
      applicable law), to exercise such powers hereunder and thereunder as are
      specifically delegated to or required of the Agent by the terms hereof and
      thereof, together with such powers as may be reasonably incidental
      thereto.  Each Lender hereby indemnifies (which indemnity shall
      survive any termination of this Agreement) the Agent,
pro rata according to such Lender’s proportionate Total
      Exposure Amount, from and against any and all liabilities, obligations, losses,
      damages, claims, costs or expenses of any kind or nature whatsoever which may
      at
      any time be imposed on, incurred by, or asserted against, the Agent in any
      way
      relating to or arising out of any Credit Document, including reasonable
      attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower;
      provided, however, that no Lender shall be liable for the payment of any portion
      of such liabilities, obligations, losses, damages, claims, costs or expenses
      which are determined by a court of competent jurisdiction in a final proceeding
      to have resulted from the Agent’s gross negligence or willful
      misconduct.  The Agent shall not be required to take any action under
      any Credit Document, or to prosecute or defend any suit in respect of any Credit
      Document, unless it is indemnified hereunder to its satisfaction.  If
      any indemnity in favor of the Agent shall be or become, in the Agent’s
      determination, inadequate, the Agent may call for additional indemnification
      from the Lenders and cease to do the acts indemnified against hereunder until
      such additional indemnity is given.

     

    Section
      12.2                                Funding
      Reliance, etc.  Unless
      the Agent shall have been notified in writing by any Lender by 5:00 p.m. on
      the Business Day prior to the date of any Borrowing that such Lender will not
      make available the amount which would constitute its Percentage of such
      Borrowing on the date specified therefor, the Agent may assume that such Lender
      has made such amount available to the Agent and, in reliance upon such
      assumption, make available to the Borrower a corresponding amount.  If
      and to the extent that such Lender shall not have made such amount available
      to
      the Agent, when all conditions to borrowing have been satisfied such Lender
      and
      the Borrower severally agree to repay the Agent forthwith within three (3)
      Business Days of demand such corresponding amount together with interest
      thereon, for each day from the date the Agent made such amount available to
      the
      Borrower to the date such amount is repaid to the Agent, at the interest rate
      applicable at the time to Loans comprising such Borrowing (in the case of the
      Borrower) and (in the case of a Lender), at the Federal Funds Rate for the
      first
      two (2) Business Days after which such amount has not been repaid, and
      thereafter at the interest rate applicable to Loans comprising such
      Borrowing.

    
      
         

      

      
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    Section
      12.3                                Exculpation.  Neither
      the Agent nor any of its respective directors, officers, employees or agents
      shall be liable to any Lender for any action taken or omitted to be taken by
      it
      under any Credit Document, or in connection herewith or therewith, nor
      responsible for any recitals or warranties herein or therein, nor for the
      effectiveness, enforceability, validity or due execution of any Credit Document,
      nor for the creation, perfection or priority of any Liens purported to be
      created by any of the Credit Documents, or the validity, genuineness,
      enforceability, existence, value or sufficiency of any collateral security,
      nor
      to make any inquiry respecting the performance by the Borrower of its
      Obligations, except, in each case, to the extent determined by a court of
      competent jurisdiction in a final proceeding to have resulted from their own
      gross negligence or willful misconduct.  Any such inquiry which may be
      made by the Agent shall not obligate it to make any further inquiry or to take
      any action.  The Agent shall be entitled to rely upon advice of
      counsel concerning legal matters and upon any notice, consent, certificate,
      statement or writing which the Agent believes to be genuine and to have been
      presented by a proper Person.

     

    Section
      12.4                                Successor.  The
      Agent may resign as such at any time upon at least 10 days’ prior notice to
      the Borrower and the Lenders.  If the Agent at any time shall resign,
      the Required Lenders may appoint another Lender as a successor Agent (with,
      so
      long as no Default or Event of Default has occurred and is continuing, the
      consent of the Borrower, provided that the resignation of the Agent is not
      contingent upon such consent), which Lender, upon such appointment (and all
      applicable consents), thereupon shall become the Agent hereunder.  If
      no successor Agent shall have been so appointed by the Required Lenders, and
      shall have accepted such appointment, within 30 days after the retiring
      Agent’s giving notice of resignation, then the retiring Agent may, on behalf of
      the Lenders, appoint a successor Agent, which shall be one of the Lenders or
      a
      commercial banking institution organized under the laws of the United States
      (or
      any State thereof) or a United States branch or agency of a commercial banking
      institution, and having a combined capital and surplus of at least $250,000,000;
      provided, however, that if, such retiring Agent is unable to find a commercial
      banking institution which is willing to accept such appointment and which meets
      the qualifications set forth above, the retiring Agent’s resignation shall
      nevertheless thereupon become effective and the Lenders shall assume and perform
      all of the duties of the Agent hereunder until such time, if any, as the
      Required Lenders appoint a successor as provided for above.  Upon the
      acceptance of any appointment as Agent hereunder by a successor Agent, such
      successor Agent shall be entitled to receive from the retiring Agent such
      documents of transfer and assignment as such successor Agent may reasonably
      request, and shall thereupon succeed to and become vested with all rights,
      powers, privileges and duties of the retiring Agent, and the retiring Agent
      shall be discharged from its duties and obligations under the Credit
      Documents.  After any retiring Agent’s resignation hereunder as the
      Agent, the provisions of this Article XII shall inure to its benefit as to
      any
      actions taken or omitted to be taken by it while it was the Agent under the
      Credit Documents, and Section 13.3 and Section 13.4 shall continue to inure
      to
      its benefit.

     

    Section
      12.5                                Loans
      by Agent.  Agent
      shall have the same rights and powers with respect to (x) the Loans made by
      it or any of its Affiliates, and (y) the Notes held by it or any of its
      Affiliates as any other Lender and may exercise the same as if it were not
      Agent.  Agent and each of its Affiliates may accept deposits from,
      lend money to, and generally engage in any kind of business with the Borrower
      or
      any Subsidiary or Affiliate of the Borrower as if Agent were not Agent
      hereunder.

     

    
      
         

      

      
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    Section
      12.6                                Credit
      Decisions.  Each
      Lender acknowledges that it has, independently of the Agent and each other
      Lender, and based on such Lender’s review of the financial information of the
      Borrower, the Credit Documents (the terms and provisions of which being
      satisfactory to such Lender) and such other documents, information and
      investigations as such Lender has deemed appropriate, made its own credit
      decision to extend its Commitment.  Each Lender also acknowledges that
      it will, independently of the Agent and each other Lender, and based on such
      other documents, information and investigations as it shall deem appropriate
      at
      any time, continue to make its own credit decisions as to exercising or not
      exercising from time to time any rights and privileges available to it under
      the
      Credit Documents.

     

    Section
      12.7                                Reliance
      by Agent.  The
      Agent shall be entitled to rely upon any certification, notice or other
      communication (including any thereof by telephone, telecopy, telegram or cable)
      believed by it to be genuine and correct and to have been signed or sent by
      or
      on behalf of the proper Person, and upon advice and statements of legal counsel,
      independent accountants and other experts selected by the Agent.  As
      to any matters not expressly provided for by the Credit Documents, the Agent
      shall in all cases be fully protected in acting, or in refraining from acting,
      hereunder or thereunder in accordance with instructions given by the Required
      Lenders or all of the Lenders as is required in such circumstance, and such
      instructions of such Lenders and any action taken or failure to act pursuant
      thereto shall be binding on all Secured Parties.  For purposes of
      applying amounts in accordance with this Section, the Agent shall be entitled
      to
      rely upon any Secured Party that has entered into a Secured Hedging Agreement
      for a determination (which such Secured Party agrees to provide or cause to
      be
      provided upon request of each Agent) of the outstanding Obligations owed to
      such
      Secured Party under any Secured Hedging Agreement.  Unless it has
      actual knowledge evidenced by way of written notice from any such Secured Party
      and the Borrower to the contrary, the Agent, in acting in such capacity under
      the Credit Documents, shall be entitled to assume that no Secured Hedging
      Agreements or Obligations in respect thereof are in existence or
      outstanding.

     

    Section
      12.8                                Defaults.  The
      Agent shall not be deemed to have knowledge or notice of the occurrence of
      a
      Default unless the Agent has received a written notice from a Lender or the
      Borrower specifying such Default and stating that such notice is a “Notice of
      Default”.  In the event that the Agent receives such a notice of the
      occurrence of a Default, the Agent shall give prompt notice thereof to the
      Lenders.  The Agent shall (subject to Section 13.1) take such action
      with respect to such Default as shall be directed by the Required Lenders;
      provided, that unless and until the Agent shall have received such directions,
      the Agent may (but shall not be obligated to) take such action, or refrain
      from
      taking such action, with respect to such Default as it shall deem advisable
      in
      the best interest of the Lenders except to the extent that this Agreement
      expressly requires that such action be taken, or not be taken, only with the
      consent or upon the authorization of the Required Lenders or all
      Lenders.

     

    ARTICLE
      XIII

     

    MISCELLANEOUS

     

    Section
      13.1                                Waivers,
      Amendments, etc.

     

    (a)           Waivers
      and Amendments. 
      The provisions of each Credit Document may from time to time be amended,
      modified or waived, if such amendment,

     

    
      
         

      

      
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modification
        or waiver is in writing and consented to by the Borrower and the Required
        Lenders; provided, however, that no such amendment, modification or waiver
        shall:

    

     

    (i)           modify
      this Section without the consent of all Lenders;

     

    (ii)           increase
      the aggregate amount of any Loans required to be made by a Lender pursuant
      to
      its Commitment, extend the maturity date of any Loan made (or participated
      in)
      by any Lender or reduce any fees described in Article III payable to any Lender
      without the consent of such Lender or change the date or the amount of any
      principal repayment described in Section 3.1(a), without the consent of
      each Lender to be adversely affected by such amendment, modification or
      waiver;

     

    (iii)           forgive,
      or otherwise reduce, the principal amount of or reduce the rate of interest
      on
      any Lender’s Loan or extend the date on which interest or fees are payable in
      respect of any Lender’s Loans, in each case, without the consent of such Lender
      (it being understood and agreed, however, that any vote to rescind any
      acceleration made pursuant to Section 11.2 and Section 11.3 of amounts owing
      with respect to the Loans and other Obligations shall only require the vote
      of
      the Required Lenders);

     

    (iv)           reduce
      the percentage set forth in the definition of “Required Lenders” or modify any
      requirement hereunder that any particular action be taken by all Lenders without
      the consent of all Lenders;

     

    (v)           except
      as otherwise expressly provided in a Credit Document, release the Borrower
      from
      its Obligations under any Credit Documents, or all or substantially all of
      the
      Collateral under the Credit Documents, in each case without the consent of
      all
      Lenders (and each counterparty under any Secured Hedging Agreement, if not
      then
      a Lender); or

     

    (vi)           affect
      adversely the interests, rights or obligations of the Agent (in its capacity
      as
      the Agent), unless consented to by the Agent.

     

    (b)           Secured
      Hedging Agreements.  In
      addition to the foregoing, no amendment shall be made to any Credit Document
      without the consent of each counterparty to a Secured Hedging Agreement affected
      thereby if the effect thereof would be to exclude the Obligations evidenced
      by a
      Secured Hedging Agreement from the collateral security and other benefits of
      such Credit Document (it being understood that any release of Liens shall be
      permitted to be effectuated by Agent, Required Lenders or all Lenders (together
      with the consent of any counterparty to a Secured Hedging Agreement, if
      required), as applicable, in accordance with the terms of this
      Agreement).

     

    (c)           No
      Waiver.  No
      failure or delay on the part of the Agent or any Lender in exercising any power
      or right under any Credit Document shall operate as a waiver thereof, nor shall
      any single or partial exercise of any such power or right preclude any other
      or
      further exercise thereof or the exercise of any other power or
      right.  No notice to or demand on the Borrower in any case shall
      entitle it to any notice or demand in similar or other
      circumstances.  No waiver or approval by the Agent or any Lender under
      any Credit Document shall,
      except as may be otherwise stated in such waiver or approval, be applicable
      to
      subsequent transactions.  

     

    
      
         

      

      
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No
        waiver
        or approval hereunder shall require any similar or dissimilar waiver or approval
        thereafter to be granted hereunder.

    

     

    (d)           Replacement
      of Lender.  In
      the event that any Lender or Lenders refuse to approve any waiver or amendment
      the Agent deems advisable, then the Agent may or, so long as no Event of Default
      has occurred and is continuing, the Borrower may (but shall not be obligated
      to), upon notice to such Lender (and the Agent, if applicable), require such
      Lender to assign and delegate without recourse (in accordance with and subject
      to the restrictions contained in Section 13.11), all of its interests, rights,
      duties and obligations under this Agreement and the Credit Documents to an
      Assignee Lender that shall assume such obligations (which assignee may be a
      Lender, if a Lender accepts such assignment); provided that (i) if it is an
      assignment at the request of the Borrower, the Borrower shall have received
      the
      prior written consent of the Agent, which consent shall not unreasonably be
      withheld or delayed, (ii) if it is an assignment at the request of the Agent
      and
      no Event of Default has occurred and is continuing, the Borrower shall have
      consented to such assignment which consents shall not be unreasonably withheld
      or delayed and (iii) such assigning Lender shall have received payment of an
      amount equal to the outstanding principal of its Loans, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder and under
      the other Credit Documents, from the assignee (to the extent of such outstanding
      principal, accrued interest and accrued fees) or Borrower (in the case of all
      other amounts).

     

    Section
      13.2                                Notices;
      Time.

     

    (a)           Except
      in the case of notices and other communications expressly permitted to be given
      by telephone (and subject to paragraph (b) below), all notices and other
      communications provided for herein shall be in writing and shall be delivered
      by
      hand or overnight courier service, mailed by certified or registered mail or
      sent by facsimile, as follows:

     

    (i)           if
      to the Borrower, to it c/o LEAF Financial at 1818 Market Street, 9th Floor,
      Philadelphia, PA 19103, Attention of Miles Herman (Facsimile No.
      215.640.6363);

     

    (ii)           if
      to the Agent, to National City Bank, One South Broad Street, 14th Floor,
      Philadelphia, Pennsylvania  19107, Attention of Michael Labrum, Senior
      Vice President (Facsimile No. (267.256.4002); and

     

    (iii)           if
      to any other Lender, to it at its address (or facsimile number) set forth in
      its
      Administrative Questionnaire.

     

    (b)           Notices
      and other communications to the Lenders hereunder may be delivered or furnished
      by electronic communications pursuant to procedures approved by the Agent;
      provided that the foregoing shall not apply to notices pursuant to Article
      II
      unless otherwise agreed by the Agent and the applicable Lender.  The
      Agent or the Borrower may, in its discretion, agree to accept notices and other
      communications to it hereunder by electronic communications pursuant to
      procedures approved by it; provided that approval of such procedures may be
      limited to particular notices or communications.

    
      
         

      

      
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    (c)           Any
      party hereto may change its address or facsimile number for notices and other
      communications hereunder by notice to the other parties hereto.  All
      notices and other communications given to any party hereto in accordance with
      the provisions of this Agreement shall be deemed to have been given on the
      date
      of receipt.

     

    (d)           Any
      notice, if mailed and properly addressed with postage prepaid or if properly
      addressed and sent by pre-paid courier service, shall be deemed given when
      received; any notice, if transmitted by facsimile, shall be deemed given when
      the confirmation of transmission thereof is received by the
      transmitter.

     

    (e)           Unless
      otherwise indicated, all references to the time of a day in a Credit Document
      shall refer to the time of day in Cleveland, Ohio.

     

    Section
      13.3                                Payment
      of Costs and Expenses

     

    .  The
      Borrower agrees to pay on demand all reasonable out-of-pocket expenses of the
      Agent (including the reasonable fees and out-of-pocket expenses of any counsel
      to the Agent and of local counsel, if any, who may be retained by or on behalf
      of the Agent) in connection with:

     

    (a)           the
      negotiation, preparation, execution and delivery of each Credit Document,
      including schedules and exhibits, and any amendments, waivers, consents,
      supplements or other modifications to any Credit Document as may from time
      to
      time hereafter be required, whether or not the transactions contemplated hereby
      are consummated;

     

    (b)           the
      filing, recording, refiling or rerecording of any Credit Document and/or any
      financing statements relating thereto and all amendments, supplements,
      amendments and restatements and other modifications to any thereof and any
      and
      all other documents or instruments of further assurance required to be filed
      or
      recorded or refiled or rerecorded by the terms of any Credit Document;
      and

     

    (c)           the
      preparation and review of the form of any document or instrument relevant to
      any
      Credit Document.

     

    The
      Borrower further agrees to pay, and to save each Secured Party harmless from
      all
      liability for, any stamp or other taxes which may be payable in connection
      with
      the execution or delivery of each Credit Document, the Loans or the issuance
      of
      the Notes.  The Borrower also agrees to reimburse each Secured Party
      upon demand for all reasonable out-of-pocket expenses (including reasonable
      attorneys’ fees and legal expenses of counsel to each Secured Party) incurred by
      such Secured Party in connection with (x) the negotiation of any
      restructuring or “work-out” with the Borrower, whether or not consummated, of
      any Obligations and (y) the enforcement of any Obligations.

     

    Section
      13.4                                Indemnification.  In
      consideration of the execution and delivery of this Agreement by each Secured
      Party, the Borrower hereby indemnifies, exonerates and holds each Secured Party,
      and each of their respective affiliates, officers, directors, employees and
      agents (collectively, the “Indemnified Parties”) free and harmless from
      and against any and all actions, causes of action, suits, losses, costs,
      liabilities and damages, and expenses incurred in connection therewith
      (irrespective of whether any such Indemnified Party is a party to the action
      for
      which indemnification hereunder is sought), including reasonable attorneys’ fees
      and

     

    
      
         

      

      
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disbursements,
        whether incurred in connection with actions between or among the parties
        hereto
        and third parties (collectively, the “Indemnified Liabilities”), incurred
        by the Indemnified Parties or any of them as a result of, or arising out
        of, or
        relating to:

    

     

    (a)           any
      transaction financed or to be financed in whole or in part, directly or
      indirectly, with the proceeds of any Loan;

     

    (b)           the
      entering into and performance of any Credit Document by any of the Indemnified
      Parties (including any action brought by or on behalf of the Borrower as the
      result of any determination by the Required Lenders pursuant to Article V
      not to fund any Loan, provided that any such action is resolved in favor of
      such
      Indemnified Party);

     

    (c)           any
      investigation, litigation or proceeding related to any acquisition or proposed
      acquisition by the Borrower or any Subsidiary thereof of all or any portion
      of
      the Capital Securities or assets of any Person, whether or not an Indemnified
      Party is party thereto;

     

    (d)           any
      investigation, litigation, action or proceeding (including any threatened
      investigation, litigation or proceeding) respectively made, filed, or instituted
      and related to any environmental cleanup, audit, compliance or other matter
      relating to either the protection human health or the environment or the Release
      by the Borrower or any Subsidiary thereof of any Hazardous Material;
      or

     

    the
      presence on or under, or the
      escape, seepage, leakage, spillage, discharge, emission, discharging or releases
      from, any real property owned or operated by the Borrower or any Subsidiary
      thereof of any Hazardous Material (including any losses, liabilities, damages,
      injuries, costs, expenses or claims asserted or arising under any Environmental
      Law), regardless of whether caused by, or within the control of, the Borrower
      or
      Subsidiary;

     

    except
      for Indemnified Liabilities arising for the account of a particular Indemnified
      Party which are determined by a court of competent jurisdiction in a final
      proceeding to have resulted from the such Indemnified Party’s gross negligence
      or willful misconduct.  Except as otherwise provided in this
      paragraph, the Borrower and its successors and assigns hereby waive, release
      and
      agree not to make any claim or bring any cost recovery action against, any
      Indemnified Party under CERCLA or any state equivalent, or any similar law
      now
      existing or hereafter enacted.  Except as otherwise provided in this
      paragraph, it is expressly understood and agreed that to the extent that any
      Indemnified Party is strictly liable under any Environmental Laws, the
      Borrower’s obligation to such Indemnified Party under this indemnity shall
      likewise be without regard to fault on the part of the Borrower with respect
      to
      the violation or condition which results in liability of an Indemnified
      Party.  If and to the extent that the foregoing undertaking may be
      unenforceable for any reason, the Borrower agrees to make the maximum
      contribution to the payment and satisfaction of each of the Indemnified
      Liabilities which is permissible under applicable law.

     

    Notwithstanding
      anything to the contrary in this Agreement, no Indemnified Party shall effect
      the settlement or compromise of any litigation, investigation or proceeding
      (including

     

    
      
         

      

      
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    any
      threatened litigation, investigation or proceeding) in respect of which
      indemnification may be sought, without the Borrower’s prior written consent (not
      to be unreasonably withheld).

     

    Section
      13.5                                Survival.  The
      obligations of the Borrower under Sections 4.3, 4.4, 4.5, 4.6, 13.3 and 13.4,
      and the obligations of the Lenders under Section 13.1, shall in each case
      survive any assignment from one Lender to another (in the case of Sections
      13.3
      and 13.4) and the occurrence of the date on which all Obligations have been
      paid
      in full in cash, all Secured Hedging Agreements have been terminated and all
      Commitments shall have terminated.  The representations and warranties
      made by the Borrower in each Credit Document shall survive the execution and
      delivery of such Credit Document.

     

    Section
      13.6                                Severability.  Any
      provision of any Credit Document which is prohibited or unenforceable in any
      jurisdiction shall, as to such provision and such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions of such Credit Document or affecting the validity or
      enforceability of such provision in any other jurisdiction.

     

    Section
      13.7                                Headings.  The
      various headings of each Credit Document are inserted for convenience only
      and
      shall not affect the meaning or interpretation of such Credit Document or any
      provisions thereof.

     

    Section
      13.8                                Execution
      in Counterparts, Effectiveness, etc.  This
      Agreement may be executed by the parties hereto in several counterparts, each
      of
      which shall be an original and all of which shall constitute together but one
      and the same agreement.  This Agreement shall become effective when
      counterparts hereof executed on behalf of the Borrower, the Agent and each
      Lender (or notice thereof satisfactory to the Agent), shall have been received
      by the Agent.

     

    Section
      13.9                                Governing
      Law; Entire Agreement.  EACH
      CREDIT DOCUMENT (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A CREDIT DOCUMENT)
      WILL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
      LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.  The Credit Documents
      constitute the entire understanding among the parties hereto with respect to
      the
      subject matter thereof and supersede any prior agreements, written or oral,
      with
      respect thereto.

     

    Section
      13.10                                 Successors
      and Assigns.  This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns; provided, however, that
      the
      Borrower may not assign or transfer its rights or obligations hereunder without
      the consent of all Lenders (except as otherwise expressly permitted by the
      Credit Documents).

     

    Section
      13.11                                Assignments
      and Participations in Loans; Register.  Each
      Lender may assign, or sell participations in, its Loans and Commitment to one
      or
      more other Persons in accordance with this the terms set forth
      below.

     

    (a)           Assignments.  Any
      Lender, pursuant to a Lender Assignment Agreement, with the consent (which
      consent shall not be unreasonably delayed or withheld)
      of (i) the Borrower, to the extent no Default or Event of Default has occurred
      and is continuing, and 

     

    
      
         

      

      
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(ii)
        the
        Agent, may at any time assign and delegate to any one or more commercial
        banks,
        funds or other financial institutions, and upon notice to the Borrower and
        the
        Agent, upon the Agent’s acknowledgment on a Lender Assignment Agreement, may
        assign and delegate to any of its Affiliates or to any other Lender or to
        a
        Related Fund of any Lender (pursuant to applicable law) (each Person described
        in either of the foregoing clauses as being the Person to whom such assignment
        and delegation is to be made, being hereinafter referred to as an “Assignee
        Lender”), all or any fraction of such Lender’s Loans and Commitment in a minimum
        aggregate amount of $500,000 (or, if less, the entire remaining amount of
        such
        Lender’s Loans and Commitment).   The Borrower and the Agent
        shall be entitled to continue to deal solely and directly with a Lender in
        connection with the interests so assigned and delegated to an Assignee Lender
        until:

    

     

    (i)           notice
      of such assignment and delegation, together with (A) payment instructions,
      (B) the Internal Revenue Service forms or other statements contemplated or
      required to be delivered pursuant to Section 4.6, if applicable, and
      (C) addresses and related information with respect to such Assignee Lender,
      shall have been delivered to the Borrower and the Agent by such assignor Lender
      and such Assignee Lender;

     

    (ii)           such
      Assignee Lender shall have executed and delivered to (A) the Borrower and the
      Agent a Lender Assignment Agreement, accepted by the Agent, and (B), if it
      shall
      not be a Lender, shall deliver to the Agent an Administrative Questionnaire
      in
      which the assignee designates one or more credit contacts to whom all
      syndicate-level information (which may contain material non-public information
      about the Borrower and its Subsidiaries and Affiliates or their respective
      securities) will be made available and who may receive such information in
      accordance with the such Assignee Lender’s compliance procedures and applicable
      laws, including Federal and state securities laws; and

     

    (iii)           the
      processing fees described below shall have been paid.

     

    From
      and
      after the date that the Agent accepts such Lender Assignment Agreement,
      (x) the Assignee Lender thereunder shall be deemed automatically to have
      become a party hereto and to the extent that rights and obligations hereunder
      have been assigned and delegated to such Assignee Lender in connection with
      such
      Lender Assignment Agreement, shall have the rights and obligations of a Lender
      under the Credit Documents, and (y) the assignor Lender, to the extent that
      rights and obligations hereunder have been assigned and delegated by it in
      connection with such Lender Assignment Agreement, shall be released from its
      obligations hereunder and under the other Credit Documents.

     

    Within
      five (5) Business Days after its receipt of notice that the Agent has received
      and accepted an executed Lender Assignment Agreement, if requested by the
      Assignee Lender, the Borrower shall execute and deliver to the Agent (for
      delivery to the relevant Assignee Lender) a new Note evidencing such Assignee
      Lender’s assigned Commitment and, if the assignor Lender has retained a
      Commitment hereunder, if requested by such Lender, a replacement Note in the
      principal amount of the Commitment retained by the assignor Lender hereunder
      (such Note to be in exchange for, but not in payment of, the Note then held
      by
      such assignor Lender).  Each such Note shall be dated the date of the
      predecessor Note.  The assignor Lender
      shall mark each predecessor Note “exchanged” and deliver each of them to the
      Borrower.  Accrued interest on that part of each predecessor Note
      evidenced by a new Note, and accrued 

     

    
      
         

      

      
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fees,
        shall be paid as provided in the Lender Assignment Agreement.  Accrued
        interest on that part of each predecessor Note evidenced by a replacement
        Note
        shall be paid to the assignor Lender.  Accrued interest and accrued
        fees shall be paid at the same time or times provided in the predecessor
        Note
        and in this Agreement.

    

     

    Such
      assignor Lender or such Assignee Lender must also pay a processing fee in the
      amount of $3,500 to the Agent upon delivery of any Lender Assignment Agreement;
      provided, however, that no such fee shall be payable in the case of an
      assignment to an Affiliate of the assignor Lender or a Related Fund with respect
      to such assignor Lender; and provided, further that, in the case of
      contemporaneous assignments by a Lender to more than one fund managed by the
      same investment advisor (which funds are not then Lenders hereunder), only
      a
      single such processing fee shall be payable for all such contemporaneous
      assignments.

     

    Notwithstanding
      anything to the contrary set forth above, (A) any Lender may (without requesting
      the consent of the Borrower or the Agent) pledge its Loans and all or any
      portion of its rights in connection with this Agreement and the Credit Documents
      to a Federal Reserve Bank in support of borrowings made by such Lender from
      such
      Federal Reserve Bank and (B) any Lender that is a fund that invests in bank
      loans may (without the consent of the Borrower or the Agent) pledge its Loans
      and all or any portion of its rights in connection with this Agreement and
      the
      Credit Documents to the holders (or to the trustees for such holders) of
      obligations owed, or securities issued, by such fund as security for such
      obligations or securities, provided, that any foreclosure or other exercise
      of
      remedies by such holder (or such trustee) shall be subject to the provisions
      of
      this Section regarding assignments in all respects.  No pledge
      described in the immediately preceding clause (ii) shall release such Lender
      from its obligations hereunder.

     

    (b)           Participations

     

    .  Any
      Lender may sell to one or more commercial banks or other Persons (each of such
      commercial banks and other Persons being herein called a “Participant”)
      participating interests in any of the Loans, Commitments, or other interests
      of
      such Lender hereunder; provided, however, that:

     

    (i)           no
      participation contemplated in this Section shall relieve such Lender from its
      Commitment or its other obligations under any Credit Document;

     

    (ii)           such
      Lender shall remain solely responsible for the performance of its Commitment
      and
      such other obligations;

     

    (iii)           the
      Borrower and the Agent shall continue to deal solely and directly with such
      Lender in connection with such Lender’s rights and obligations under each Credit
      Document;

     

    (iv)           no
      Participant, unless such Participant is an Affiliate of such Lender or is itself
      a Lender, shall be entitled to require such Lender to take or refrain from
      taking any action under any Credit Document, except that such Lender may agree
      with any Participant that such Lender will not, without such Participant’s
      consent, take any actions of the type
      described in clauses (a), (b), or (f) or, to the extent requiring the consent
      of
      such Lender, clause (c) of Section 13.1 with respect to Obligations
      participated in by such Participant; and

     

    
      
         

      

      
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    (v)           the
      Borrower shall not be required to pay any amount under this Agreement that
      is
      greater than the amount which it would have been required to pay had no
      participating interest been sold.

     

    Subject
      to clause (v) of this Section 13.11(b), the Borrower acknowledges and agrees
      that each Participant, for purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, and
      4.9, shall be considered a Lender.  Each Participant shall be entitled
      to all information regarding the Borrower that has been provided to the Lender
      selling the participation.  Each Participant shall only be indemnified
      for increased costs pursuant to Section 4.3, 4.5 or 4.6 if and to the extent
      that the Lender which sold such participating interest to such Participant
      concurrently is entitled to make, and does make, a claim on the Borrower for
      such increased costs.  Any Lender that sells a participating interest
      in any Loan, Commitment or other interest to a Participant under this Section
      shall indemnify and hold harmless the Borrower and the Agent from and against
      any taxes, penalties, additions, interest or other costs or losses (including
      reasonable attorneys’ fees and expenses) incurred or payable by the Borrower or
      the Agent as a result of the failure of the Borrower or the Agent to comply
      with
      its obligations to deduct or withhold any Taxes from any payments made pursuant
      to this Agreement or the relevant Credit Documents to such Lender or the Agent,
      as the case may be, which Taxes would not have been incurred or payable if
      such
      Participant had been a Non-U.S. Lender that was entitled to deliver to the
      Borrower, the Agent or such Lender, and did in fact so deliver, a duly completed
      and valid Form 1001 or 4224 (or applicable successor form) or Exemption
      Certificate entitling such Participant to receive payments under this Agreement
      or the relevant Credit Documents without deduction or withholding of any United
      States federal taxes.

     

    (c)           Register

     

    .  The
      Borrower hereby designates the Agent to serve as the Borrower’s agent, solely
      for the purpose of this Section, to maintain a register (the “Register”)
      on which the Agent will record each Lender’s Commitment, the Loans made by each
      Lender and the Notes evidencing such Loans, and each repayment in respect of
      the
      principal amount of the Loans of each Lender and annexed to which the Agent
      shall retain a copy of each Lender Assignment Agreement delivered to the Agent
      pursuant to this Section.  Failure to make any recordation, or any
      error in such recordation, shall not affect the Borrower’s obligations in
      respect of such Loans or Notes.  The entries in the Register shall be
      conclusive, in the absence of manifest error, and the Borrower, the Agent and
      the Lenders shall treat each Person in whose name a Loan and related Note is
      registered as the owner thereof for all purposes of this Agreement,
      notwithstanding notice or any provision herein to the contrary.  A
      Lender’s Commitment and the Loans made pursuant thereto and the Notes evidencing
      such Loans may be assigned or otherwise transferred in whole or in part only
      by
      registration of such assignment or transfer in the Register.  Any
      assignment or transfer of a Lender’s Commitment or the Loans or the Notes
      evidencing such Loans made pursuant thereto shall be registered in the Register
      only upon delivery to the Agent of a Lender Assignment Agreement duly executed
      by the assignor thereof.  No assignment or transfer of a Lender’s
      Commitment or the Loans made pursuant thereto or the Notes evidencing such
      Loans
      shall be effective unless such assignment or transfer shall have been recorded
      in the Register by the Agent as provided in this Section.


    Section
      13.12                                Other
      Transactions.  Nothing
      contained herein shall preclude the Agent or any other Lender from engaging
      in
      any transaction, in addition to those contemplated by the Credit Documents,
      with
      the Borrower or any of their Affiliates in which the Borrower or such Affiliate
      is not restricted hereby from engaging with any other Person.

     

    
      
         

      

      
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    Section
      13.13                                Forum
      Selection and Consent to Jurisdiction.  ANY
      LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY
      CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
      (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER
      IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS
      OF THE COMMONWEALTH OF PENNSYLVANIA OR IN THE UNITED STATES DISTRICT COURT
      FOR
      THE EASTERN DISTRICT OF PENNSYLVANIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
      ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
      AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
      PROPERTY MAY BE FOUND.  THE BORROWER IRREVOCABLY CONSENTS TO THE
      SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
      WITHIN OR WITHOUT THE COMMONWEALTH OF PENNSYLVANIA AT THE ADDRESS FOR NOTICES
      SPECIFIED IN SECTION 13.2.  THE BORROWER HEREBY EXPRESSLY AND
      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
      IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
      BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
      LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  TO THE EXTENT
      THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
      OF
      ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
      ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE)
      WITH
      RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO
      THE
      FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
      UNDER THE CREDIT DOCUMENTS.

     

    Section
      13.14                                Waiver
      of Jury Trial.  THE
      AGENT, EACH LENDER AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY
      HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
      OUT OF, UNDER, OR IN CONNECTION WITH, ANY CREDIT DOCUMENT, OR ANY COURSE OF
      CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS
      OF
      THE AGENT, ANY LENDER OR THE BORROWER IN CONNECTION THEREWITH.  THE
      BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
      CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER CREDIT
      DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
      INDUCEMENT FOR THE AGENT, EACH LENDER ENTERING INTO THE CREDIT
      DOCUMENTS.

     


    Section
      13.15                                USA
      Patriot Act.  Each
      Lender that is subject to the requirements of the Patriot Act hereby notifies
      the Borrower that pursuant to the requirements of the Patriot 

     

    
      
         

      

      
        -
          67
          -

        
          

        

      

      
         
Act,
        it
        is required to obtain, verify and record information that identifies the
        Borrower, which information includes the name and address of the Borrower
        and
        other information that will allow such Lender to identify the Borrower in
        accordance with the Patriot Act, and the Borrower, hereby agrees to deliver
        such
        information to the Lenders as may be requested.

    

     

    [REMAINDER
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be
      executed under seal by their duly authorized officers, all as of the day and
      year first written above.

     

    


     

    LEAF
      COMMERCIAL FINANCE CO.,
      LLC

    


    


    By:
      ________________________________

           Name:

           Title:

    


    


    


    NATIONAL
      CITY BANK,

    as
      Agent, and as a Lender

    


    By:
      ________________________________

           Name:

           Title:


    
      
        
        

         

      

      
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    SCHEDULE
      I

    


    INITIAL
      COMMITMENTS

    


    


    
      	
              Lender
                Name

            	
              Loan
                Commitment

            	
              Loan
                Percentages

            
	
              National
                City Bank

            	
              $100,000,000

            	
              100%

            
	 	 	 
	
              Total

            	
              $100,000,000

            	
              100%

            


    

    


    



    
      
              

                            Schedule
            I