(d) Change of Control. The definition of Change of Control in AppendixA of the Secured Loan Agreement is hereby amended by deleting the text of item (iv)thereof and substituting therefor the following:          “(iv) any two of the following Persons shall cease to be employed by any LEAF Party ineither (A) the position in which such Person was so employed as of the Closing Date or (B) amore senior position: Crit DeMent, Miles Herman and David H. English.”     (e) The definitions of Advance Amount, Applicable Margin, Facility Termination Event,Non Performing Asset, Non-Use Fee, Required Credit Support Amount, Required Reserve AccountFloor Amount, Required Reserve Account Percentage, Senior Leverage Ratio, Serviced Portfolioand Static Pool Test in Appendix A shall be struck in their entirety and replacedwith:          “Advance Amount” means, as of any date of determination, the amount equal tothe least of:     (a) the Advance Rate times the Implicit Principal Balance of all Eligible Contracts onsuch date of determination, including the Contracts to be funded on such date;     (b) the Available Commitment, before taking into account the Advance on such date; and     (c) the Advance Rate, calculated assuming that the applicable percentage pursuant toclause (b) of the definition of Required Credit Support Amount is 13.0%, times thesum of the Implicit Principal Balance of all Eligible Contracts to be funded on such date.          “Applicable Margin” means, for each Advance, as of any date of determination:(i) with respect to any Eligible Contracts funded on or prior to February 28, 2009 and priorto the Facility Termination Date, 1.20%; (ii) with respect to any Eligible Contracts fundedafter February 28, 2009 and prior to the Facility Termination Date, 2.50%; and (iii) on orafter the Facility Termination Date, 3.00%.          “Facility Termination Event” means the occurrence of any of the following: (i)an Event of Default; (ii) a Funding Termination Event that remains in effect for twoconsecutive Payment Dates as reported in the Monthly Servicer Report or otherwise; (iii) theCumulative Net Loss for all contracts in the Serviced Portfolio originated in a calendarquarter exceeded the applicable percentages found in the column titled “Facility TerminationEvent” in the definition of “Static Pool Test” for two or more consecutive calendarquarters after such pool of contracts was originated; (iv) any event or circumstancedescribed in Subsections (d), (e), (h), (o) and (v) of Section 8.01shall occur with respect to any LEAF Party; (v) any event or circumstance described inSubsection (q) of Section 8.01 shall occur with respect to LEAF; (vi) aServicer Termination Event (if the Servicer is a LEAF Party) set forth in Subsections(vii), (viii), (ix), (x), (xi), (xii) and (xiii) of Section 6.01(a) ofthe Servicing Agreement, shall have
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occurred and be continuing; (vii) any Change of Controlshall occur with respect to LEAF or the Borrower, unless the Lender shall have expresslyconsented to such Change of Control in writing; (viii) LEAF shall have failed to maintain aSenior Leverage Ratio no greater than 8.0:1.0; (ix) the Servicer shall have failed tomaintain (a) “Minimum Tangible Net Worth” (defined as stockholders’ equity plus subordinateddebt less intangibles, with no SFAS 133/138 adjustments) of $30,000,000 or (b) minimumstockholders’ equity of $6,000,000 (with no SFAS 133/138 adjustments); and (x) LEAF shallhave defaulted (after giving effect to any and all notice, grace and cure periods) inrespect of any material Indebtedness for borrowed money.          “Non Performing Asset” means a Contract which is not a Defaulted Contract andfor which a related Customer is more than 121 days but less than 181 days contractuallydelinquent.          “Non-Use Fee” means, with respect to any Payment Date on or prior to theFacility Termination Date, a fee in an amount equal to the product of (a) one-twelfth(1/12th), (b) 0.50%, and (c) the Maximum Facility Amount minus the daily averageTotal Outstanding Advances during the preceding calendar month.          Required Credit Support Amount” means, the greatest of: (a) the product of (i)the Weighted Average Life of the Eligible Contracts as of such date of determination(including any Eligible Contracts to be funded on such date) multiplied by (ii) 3.0multiplied by (iii) the average of the Annualized Default Ratios on the SecuritizedPortfolio for the three most recently ended Collection Periods beginning with the calendarquarter ending March 31, 2009; (b) the product of the Aggregate Implicit Principal Balanceof all Eligible Contracts times 9.45%, for all dates on or prior to March 31, 2009, 9.90 %,for all dates after March 31, 2009 but on or prior to April 30, 2009, 10.35%, for all datesafter April 30, 2009 but on or prior to May 31, 2009, 10.80%, for all dates after May 31,2009 but on or prior to June 30, 2009, 11.25%, for all dates after June 30, 2009 but on orprior to July 31, 2009, 11.70%, for all dates after July 31, 2009 but on or prior to August30, 2009 and 13.0%, for all dates after August 30, 2009; or (c) $15,000,000.          “Required Reserve Account Floor Amount” means $750,000.          “Required Reserve Account Percentage” means (a) on any date prior to a ReserveAccount Step-Up Event or any date after a Reserve Account Step-Up Event has been cured forthe third consecutive Collection Period, 1.00% and (b) on any date on or after a ReserveAccount Step-Up Event which has not been cured for three consecutive Collection Periods,3.00%.          “Senior Leverage Ratio” means, with respect to LEAF, the result obtained bydividing LEAF’s Combined Recourse Debt by LEAF’s Adjusted Partner’s Capital.For such determination, “Combined Recourse Debt” means all of LEAF’s debts andliabilities, but excluding third party accounts payable, accrued expenses, non-recoursedebt, SFAS 133/138 adjustments (if any) and intercompany obligations less applicable cashthen on deposit in the “Lockbox Account,” and “Adjusted Partner’s Capital” means
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partner’scapital plus subordinated debt, if any (in accordance with GAAP with no SFAS 133/138adjustments) plus “Due to General Partner”. For such determination, “Due to GeneralPartner” means amounts, as set forth in the financial statements of LEAF, that are due toLEAF Financial Corporation and its affiliates, as general partner of LEAF, for managementfees and expenses due for servicing the Securitized Portfolio in addition to amounts LEAFFinancial Corporation has paid for property taxes due on the Securitized Portfolio that havebeen billed to Customers.          “Serviced Portfolio” means the aggregate amount of contracts for the lease orfinancing of equipment serviced by the Servicer.          “Static Pool Test” means, the Cumulative Net Loss of the Serviced Portfolioshall not exceed the percentages specified below, otherwise either a Reserve Account Step-UpEvent or a Facility Termination Event will be deemed to have occurred.**Cumulative Net Losses**           **Reserve Account** **Facility****Calendar Quarter Since Contract Origination** **Step-Up Event** **Termination Event**1  2.50%  3.00%2  3.50%  4.00%3  4.00%  4.50%4  4.25%  4.75%5  4.50%  5.00%6  4.75%  5.25%7  5.25%  5.75%8  5.50%  6.00%9 and after  5.75%  6.25%     (d) The following definitions shall be added to Appendix A to the Secured LoanAgreement in the appropriate alphabetical order:          “Funding Termination Event” means the occurrence of any of the following: (i)the average of the Annualized Default Ratios on the Serviced Portfolio for the three mostrecently ended Collection Periods exceeds 4.50%; (ii) the average of the Annualized DefaultRatios on the Securitized Portfolio for the three most recently ended Collection Periodsexceeds 3.50%; (iii) the average of the NPA Ratios for the Serviced Portfolio for the threemost recently ended Collection Periods exceeds 4.75%; or (iv) the average of the NPA Ratiosfor the Securitized Portfolio for the three most recently ended Collection Periods exceeds3.50%.          “Reserve Account Step-Up Event” means the occurrence of any of the following:(i) the average of the Annualized Default Ratios on the Serviced Portfolio for the threemost recently ended Collection Periods exceeds 3.50%; (ii) the average of the NPA Ratios forthe Serviced Portfolio for the three most recently ended Collection Periods exceeds 3.75%;(iii) the average of the NPA Ratios for the Securitized Portfolio for the three mostrecently ended Collection Periods exceeds 2.50%; (iv) the average ofthe Annualized Default Ratios on the Securitized Portfolio for the three most recentlyended Collection Periods exceeds 2.50%; and (v) the Cumulative Net Loss for all contracts inthe Serviced Portfolio originated in a calendar quarter exceeded the
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applicable percentagesfound in the column titled “Reserve Account Step-Up Event” in the definition of “Static PoolTest”.     (e) On or after the effective date of this Amendment, all references to the amount inclause (ii) of the definition of “Applicable Margin” in the Secured LoanAgreement shall mean and be a reference to the amount in clause (iii) of thedefinition of “Applicable Margin” in this Amendment and all references to the amountin clause (i) of the definition of “Applicable Margin” in the Secured Loan Agreementshall mean and be a reference to the amount in clause (i) or clause (ii), asapplicable, of the definition of “Applicable Margin” in this Amendment.     (d) The Eligibility Criteria set forth in Exhibit D are hereby amended by:          (i) striking the text “and the Territory of Guam” from the second sentence of paragraph(xxxvi) thereof;          (ii) deleting the word [Reserved] in paragraph (xlvii) thereof and substitutingtherefor “With respect to any Contract to be funded after February 28, 2009, the ImplicitPrincipal Balance of such Contract is not greater than $500,000.”; and          (iii) deleting Section (liii) in its entirety and replacing it with the following:          “(liii) Each of the following criteria shall be satisfied with respect to each Contractas of any date of determination:          (A) [reserved];          (B) after giving effect to the addition of the Contract to the pool of EligibleContracts, the percentage of Eligible Contracts (by Aggregate Implicit Principal Balance, asof any date of determination) that do not provide for level Scheduled Payments thereunderwill not exceed 5.00% of the Aggregate Implicit Principal Balance of all Eligible Contracts;          (C) after giving effect to the addition of the Contract to the pool of EligibleContracts, the weighted average remaining term of all of the Eligible Contracts does notexceed 48 months;          (D) after giving effect to the addition of the Contract to the pool of EligibleContracts, the percentage of the Equipment (by Aggregate Implicit Principal Balance, as ofany date of determination) with Customers located in any one state does not exceed 25.00% ofthe Aggregate Implicit Principal Balance of the Eligible Contracts;          (E) after giving effect to the addition of the Contract to the pool of EligibleContracts, the percentage of the Eligible Contracts (by Aggregate ImplicitPrincipal Balance, as of any date of determination) with related Equipment that is ofthe one type of Equipment most commonly related to the Eligible Contracts does not exceed25.00%.
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          (F) after giving effect to the addition of the Contract to the pool of EligibleContracts, the percentage of the Eligible Contracts (by Aggregate Implicit PrincipalBalance, as of any date of determination) with respect to which (1) a Lien Certificate isnecessary to perfect a security interest in the related Equipment does not exceed 20.00% ofthe Aggregate Implicit Principal Balance of all of the Eligible Contracts, (2) the Contractwas originated in, or the related Customer and Equipment are located in, the Commonwealth ofPuerto Rico does not exceed 3.00% of the Aggregate Implicit Principal Balance of all of theEligible Contracts or (3) the Equipment constitutes a fixture under applicable law in effectin the State jurisdiction in which such Equipment is located, does not exceed 10.00% of theAggregate Implicit Principal Balance of all of the Eligible Contracts; provided that for anyContract for which the related Equipment constitutes a fixture under applicable law, theencumbrancer of the related real property shall have executed a waiver and consent in theform of the Waiver & Consent — Landlord/Mortgagee attached hereto as Exhibit A, or in suchother commercially reasonable form containing the following key elements: name of propertyowner, landlord or mortgagee; the list of Equipment in or subject to the related Contract;acknowledgement that such Equipment belongs to the owner thereof under the related Contract;the ability of the LEAF Originator, the Borrower or the Servicer to remove the Equipment ina reasonable fashion and consistent with the Servicer’s or LEAF’s current requirements asindicated in its policy and procedures; and, in substance, either or both of (x) a waiver bythe encumbrancer of the real property of any claim on the Equipment that is prior to theLEAF Originator or its assigns or (y) a statement by the encumbrancer that the Equipmentshall not constitute a fixture.          (G) after giving effect to the addition of the Contract to the pool of EligibleContracts, the percentage of the Eligible Contracts (by Aggregate Implicit PrincipalBalance, as of any date of determination) having the same related vendor or any one or morerelated vendors each of whom are Affiliates of each other (1) does not exceed 6.00% of theAggregate Implicit Principal Balance of all Eligible Contracts or (2) if the unsecuredsenior indebtedness of such vendor or of each such affiliated vendor is rated investmentgrade by either Moody’s or Standard & Poor’s, does not exceed 10.00% of the AggregateImplicit Principal Balance of all Eligible Contracts;          (H) after giving effect to the addition of the Contract to the pool of EligibleContracts, the Aggregate Implicit Principal Balance of Eligible Contracts (as of any date ofdetermination) with respect to which any one Person or any Affiliate of such Person is therelated Customer does not exceed 2.50% of the Aggregate Implicit Principal Balance of allEligible Contracts;          (I) after giving effect to the addition of the Contract to the pool of EligibleContracts, the Aggregate Implicit Principal Balance of Eligible Contracts (as of any date ofdetermination) with respect to which any three (3) Persons who are not Affiliates of eachother (but including any Affiliates of each such Person) is the relatedCustomer does not exceed 7.00% of the Aggregate Implicit Principal Balance of allEligible Contracts;
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          (J) after giving effect to the addition of the Contract to the pool of EligibleContracts, the Aggregate Implicit Principal Balance of Eligible Contracts (as of any date ofdetermination) having a deferred first Scheduled Payment does not exceed 5.00% of theAggregate Implicit Principal Balance of all Eligible Contracts, and no such deferral periodexceeds 90 days; and          (K) after giving effect to the addition of the Contract to the pool of EligibleContracts, the percentage of the Eligible Contracts (by Aggregate Implicit PrincipalBalance, as of any date of determination) that are Business Acquisition Loans is not greaterthan 5.00% of the Aggregate Implicit Principal Balance of the Eligible Contracts.     SECTION 3. Effective Date. The effective date of this Amendment shall be February 28,2009.     SECTION 4. Representations and Warranties.     Borrower, LEAF and Servicer each hereby severally certifies as to itself that its respectiverepresentations and warranties set forth in Article VI of the Secured Loan Agreement (and any otherrepresentations and warranties made by Borrower, LEAF or Servicer in the Secured Loan Agreement)are true and correct on the date hereof with the same force and effect as if made on the datehereof, except to the extent such representations and warranties speak specifically to an earlierdate in which case they shall have been true and correct on such date. In addition, Borrower, LEAFand Servicer each severally represents and warrants (which representations and warranties shallsurvive the execution and delivery hereof) that (a) no unwaived Facility Termination Event (nor anyevent that but for notice or lapse of time or both would constitute an unwaived FacilityTermination Event) shall have occurred and be continuing as of the date hereof nor shall anyunwaived Facility Termination Event (nor any event that but for notice or lapse of time or bothwould constitute an unwaived Facility Termination Event) occur due to this Amendment becomingeffective, (b) Borrower, LEAF and Servicer each has the power and authority to execute and deliverthis Amendment and has taken or caused to be taken all necessary actions to authorize the executionand delivery of this Amendment, (c) no consent of any other person (including, without limitation,members or creditors of Borrower, LEAF or Servicer), and no action of, or filing with anygovernmental or public body or authority is required to authorize, or is otherwise required inconnection with the execution and performance of this Amendment, other than such that have beenobtained, (d) the Secured Loan Agreement, as amended by this Amendment, constitutes the legal,valid and binding obligation of Servicer, LEAF and the Borrower, enforceable against them inaccordance with its terms except as the enforceability thereof may be limited by bankruptcy,insolvency, moratorium, reorganization and other similar laws of general application affectingcreditors’ rights generally and by general principles of equity (whether such enforceability isconsidered in a proceeding in equity or law), and (e) the execution, delivery and performance ofthis Amendment will not violate any provision of any existing law or regulation or any order ordecree of any court, regulatory body or administrative agency or the certificate of formation orthe limited liability companyagreement of Servicer, LEAF or Borrower or any material indenture, agreement, mortgage, deedof trust or other instrument to which Servicer, LEAF or the Borrower is a party or by which it isbound.
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     SECTION 5. Ratification. Upon execution of this Amendment, the Secured Loan Agreementshall be amended in accordance herewith, and the respective rights, limitations, obligations,duties, liabilities and immunities of the parties shall hereafter be determined, exercised andenforced subject in all respects to such amendments, and the terms of this Amendment shall be apart of the Secured Loan Agreement for any and all purposes. Except as modified and expresslyamended by this Amendment, the Amendment is in all respects ratified and confirmed, and all theterms, provisions and conditions thereof shall be and remain in full force and effect.     SECTION 6. GOVERNING LAW. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OFTHE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE INTERNAL LAWS OF THE STATEOF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF.     SECTION 7. Counterparts. For the purpose of facilitating the execution of thisAmendment and for other purposes, this Amendment may be executed simultaneously in any number ofcounterparts, each of which shall be deemed to be an original and together shall constitute and beone and the same instrument.     SECTION 8. Severability of Provisions. If any one or more of the provisions or termsof this Amendment shall be for any reason whatsoever held invalid, then such provisions or termsshall be deemed severable from the remaining provisions or terms of this Amendment and shall in noway affect the validity or enforceability of the other provisions or terms of this Amendment.     SECTION 9. Amendment. This Amendment may be amended or modified from time to time bythe parties hereto, but only by an instrument in writing signed by each of the parties hereto.     SECTION 10. Headings. The Section headings are not part of this Amendment and shallnot be used in its interpretation.[REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK]
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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and yearfirst above written.      LEAF FUND II, LLC,