EXHIBIT 10.3
 EXECUTION COPY
 SEVENTH AMENDMENT TO
 RECEIVABLES LOAN AND SECURITY AGREEMENT
 Amendment
 Borrower
 Servicer
 Class A Lender Collateral Agent
 Class B Lender
 Class A Lender Class B Lender Lenders
 Custodian Lenders Bank
 Backup Servicer
 Qualifying Swap Counterparty
 R E C I T A L S
 WHEREAS Agreement
 WHEREAS
 NOW THEREFORE




---



##### 



Certain Defined Terms Section 1.01(a)
 Amendments to the Agreement Exhibit A
 Conditions Precedent
 Representations and Warranties
    Effect of Amendment
 Counterparts
 Governing Law; Severability
 2




---



##### 



Successors and Assigns
 Section Headings
  3




---



##### 



LEAF CAPITAL FUNDING III, LLC,
as BorrowerBy:
    /s/ Miles HermanName:
    Miles HermanTitle:
    President, COOLEAF FINANCIAL CORPORATION,
as ServicerBy:
    /s/ Miles HermanName:
    Miles HermanTitle:
    President, COO Seventh Amendment to RLSA




---



##### 



MORGAN STANLEY BANK,
as a Class A Lender and as the Collateral AgentBy:
    /s/ Andrew J. CoonName:
    Andrew J. CoonTitle:
    Authorized SignatoryMORGAN STANLEY ASSET FUNDING INC., as a Class B LenderBy:
    /s/ Andrew J. CoonName:
    Andrew J. CoonTitle:
    Authorized Signatory Seventh Amendment to RLSA




---



##### 



THE ROYAL BANK OF SCOTLAND PLC,
as a Class A Lender and as a Class B Lender
By: Greenwich Capital Markets, Inc., as agentBy:
    /s/ Jere P. DieckName:
    Jere P. DieckTitle:
    Managing DirectorU.S. BANK NATIONAL ASSOCIATION,
as Custodian and as Lenders BankBy:
    /s/ Diane L. ReynoldsName:
    Diane L. ReynoldsTitle:
    Vice President Seventh Amendment to RLSA




---



##### 



LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services),
as Backup ServicerBy:
    /s/ Joseph AndriesName:
    Joseph AndriesTitle:
    Senior Vice PresidentMORGAN STANLEY CAPITAL SERVICES INC.,
as the Qualifying Swap CounterpartyBy:
    /s/ Charmaine FearonName:
    Charmaine FearonTitle:
    Authorized Signatory




---



##### 



Exhibit A
 
 EXECUTION VERSION
 
 
   as the Borrower
   as the Servicer
   as a Class A Lender and Collateral Agent
   as a Class B Lender
   as a Class A Lender and as a Class B Lender




---



##### 



as the Custodian and the Lenders Bank
   as the Backup Servicer




---



##### 



Borrower
 LEAF Financial Initial Servicer
 Morgan Stanley Lender
 Lender
 Morgan Stanley AFI Lender Lenders
     DEFINITIONS
 Certain Defined Terms Section 1.01
  Accountants Report Section 6.11(b)
 Active Backup Servicers Fee




---



##### 



Active Backup Servicing Fee Rate
 Adjusted Eurodollar Rate
 Adverse Claim
 Affected Party Section 2.09
 Affiliate
 Aggregate Advance Amount
 2




---



##### 



Agreement
 Allocable Share
 Amendment Consent Parties Section 9.01
 Amortized Equipment Cost
 Approved Lienholder
 Assigned Documents Section 2.10
 Assignment
 Assignment and Acceptance Section 9.04
 Available Cash Section 7.01(t)(i)
 Available Funds Section 2.04(a)
 Backup Servicer Section 6.13
 3




---



##### 



Backup Servicer Delivery Date Section 6.10(d)
 Balloon Payment
 Bankruptcy Code et seq
 Bankruptcy Event
   Base Rate
 4




---



##### 



Borrower
 Borrower Pension Plan
 Borrowing
 Borrowing Date
 Borrowing Limit provided however
 Breakage Fee
 Business Day provided
 Calculated Swap Amortizing Balance
 5




---



##### 



Capital Stock
 Certificate of Title clauses (i) (x) clauses (i)(x) (i)(y)(A)
 Change of Control
 Check-in Repurchase Event Section 5.02(e)
 Check-in Requirements Section 5.02
 Class A Advance Amount
 6




---



##### 



Class A Facility Limit
 Class A Interest Rate
 Class A Lender
 Class A Loan Section 2.01(a)
 Class A Note Section 2.01(b)
 Class B Advance Amount
 Class B Interest Rate
 Class B Lender
 Class B Loan
 Class B Note Section 2.01(b)
 Closing Date
 Code
 Collateral Agent
 Collateral Agents Fee
 Collateral Receipt
 Collateral Split Section 7.03(b)
 Collateral Split Accrued Expenses clauses (i) (ii)
 7




---



##### 



(iii) (iv) (v) (vi) (viii) (xiii) Section 2.04(a)
 Collateral Split Buyout Right Section 7.04
 Collateral Split Effective Date Section 7.03
 Collateral Split Notice Section 7.04(a)
 Collection Account provided
 Collection Account Agreement
 Collection Date
 Collection Period provided
 Collections Section 6.20
 8




---



##### 



Computer Tape or Listing
 Consolidated EBITDA plus
 Consolidated Interest Expense
 Contract
 Controlling Holders
 Credit and Collection Policy Schedule IV
 Cumulative Net Loss Rate minus divided by
 Cumulative Net Loss Rate Percentage Schedule IX
 9




---



##### 



Custodial Agreement
 Custodian
 Custodians Fee
 Debt
 Defaulted Receivable
      10




---



##### 



Deficiency
 Delinquency Rate
 Delinquent Receivable
 Depository Institution
 Discount Rate
 Discounted Balance
 Discrepancy Procedure Section 6.13
 Dollar Purchase Option Contract
 Eligible Depository Institution
 11




---



##### 



Eligible Receivable Schedule III
 Eligible Receivables Balance
 Equipment
 Equipment Category
 Equity Event
 Equity Investment
 Equity Payment clauses (i) (x) Section
2.04(a)
 ERISA
 ERISA Affiliate
 Eurodollar Disruption Event
 12




---



##### 



Eurodollar Index
 Event of Default Section 7.01
 Exception Report
 Exception Sublimit Receivable
 Excluded Assets
 Exit Fee
 Facility Amount
 Facility Deficiency
 Facility Limit
 Facility Limit Certificate Exhibit A Section 6.10(c)
 Facility Maturity Date
 FDIC Documents
 FDIC Purchase Agreement
 Fee Letter Section 2.08(a)
 13




---



##### 



Fee Period provided
 Fees Section 2.08(a)
 Fitch
 FMV Contract
 GAAP
 Government Entity
 Guaranty Amounts
 Included Repurchased Receivable Section 6.1(b)
 Indemnified Amounts Section 8.01
 Independent Accountants Section 6.11(b)
 Initial Qualifying Swap Counterparty
 Initial Servicer
 Insurance Certificate
 Insurance Policy
 14




---



##### 



Insurance Proceeds
 Interest Coverage Ratio
 Interest Period Section 2.03(a)
 Interest Rate Section 2.03(b)
 LEAF Financial
 LEAF Managed Entity
 Lease Contract Exhibit D-1
 Lease File clause (a)
 Lender
 Lenders Bank
 Lenders Bank Fee
 15




---



##### 



provided
 Leverage Ratio
 Liquidation Proceeds provided however
 Liquidity Availability Amount
 Loan Loans
 Loan Agreement Section 7.03(c)(i)
 Loan Contract Exhibit D-2 Exhibit D-3
 Loan File clause (b)
 Loans Outstanding Section 2.04 Section 2.15 provided however
 16




---



##### 



Lockbox
 Lockbox Account
 Lockbox Bank
 Lockbox Intercreditor Agreement
 Material Adverse Effect
 Maximum Advance Amount
 Minimum Equity Requirement
 Minimum Tangible Net Worth plus
 Monthly Remittance Report Exhibit C Section 6.10(b) Section 6.10(d)
 Moodys
 Morgan Stanley
 Morgan Stanley AFI
 MS Loan Agreement Section 7.03(c)(iv)
 17




---



##### 



MS Primary Lender provided however
 NetBank
 NBBF
 Nominee Lienholder Agreement
 Non-Level Payment Contract
 Notes Section 2.01(b)
 Notice of Borrowing Section 2.02(b)
 Notice of Pledge
 Obligations
 Obligor
 Obligor Collateral
 Obligor Financing Statement
 18




---



##### 



Officers Certificate
 Opinion of Counsel
 Originator
 Originator Insurance Agreement
 Other Conveyed Property
 Other Default Section 5.01(z)
 Other Swap Breakage Cost Section
2.15
 19




---



##### 



Overdue Payment
 Owner
 Partnership
 Percentage
 Permitted Investments
      20




---



##### 



provided
 Permitted Liens
 Permitted Transferee
 Person
 Pledge Article II
 Pledged Assets Section 2.11
 Pledged Receivables Section 2.11(a)
 Prepayment Amount Section 2.15
 Prepayment Date Section 2.15
 Primary Lender
 Priority Documents
 21




---



##### 



Program Termination Date
 Program Termination Event
            22




---



##### 



Purchase and Sale Agreement
 Purchase Date
 Purchase Price
 Put Payment
 Qualifying Interest Rate Swap
 Qualifying Swap Counterparty and
 Rating Agencies
 RBS
 RBS Collateral Agent Section 7.03(c)(v)
 RBS Loan Agreement Section 7.03(c)(i)
 RBS Primary Lender provided however
 23




---



##### 



Receivable
 Receivable File
 Lease File
   Loan File
  24




---



##### 



Receivables Schedule
 Records
 Recoveries
 Registrar of Titles
 Related Custodial Agreement Section 7.03(c)(iii)
 Related Lender
  25




---



##### 



Related Security
    Release Price plus
 Remittance Date rd
 Reuters LIBOR01 Page
 Resource America
 Rollover Interest Period
 26




---



##### 



S&P
 Scheduled Payments
 Secured Parties
 Segregated Collateral Pool Section 7.03(b)
 Servicer Section 6.01
 Servicer Advance Section 6.19
 Servicer Default
  Sections
6.10(b) 6.10(d) Section 6.10(e)
     27




---



##### 



Servicer Pension Plan
 Servicing Agreement Electronic Images Section
5.03
 Servicing Charges
 Servicing Fee
 Servicing Fee Rate
 Standby Backup Servicers Fee
 Standby Backup Servicing Fee Rate
 State
 Successor Servicers Indemnified Amounts Section 6.09
 Successor Servicing Agreement Section 6.01(a)
 Swapped Rate
 28




---



##### 



Tangible Net Worth plus minus plus
 Targeted Advance Rate Section 2.04(a)
 Target Principal Amount times
 Termination Event
   Titling Requirements
 29




---



##### 



Transaction Documents
 Transition Costs
 UCC
 Underlying Originator
 Underlying Originator Credit and Collection Policy
 United States
 Unmatured Event of Default
 Vehicle
 Warehouse Facility
 Weekly Collection Period
 Weekly Reporting Date Section 6.10(e)
 Weighted Average Swapped Rate
 30




---



##### 



Other Terms
 Interpretation following Collateral Split Article I Section 7.03
 Computation of Time Periods
  THE RECEIVABLES FACILITY
 Borrowings Class A Loan Loan
 Class A Note Class A Notes Class B Note Class B Notes Notes
 The Borrowing
  Notice of
Borrowing
 31




---



##### 



Section 2.02(b)
      Interest Rate provided however
 32




---



##### 



Remittance Procedures Section 7.03(c)(i)(E) Section 2.04(a) Section 2.04
 Remittance Date Transfers From Collection Account Available Funds provided however
   pro rata
  33




---



##### 



pro rata
 pro rata
 pro rata pro rata
 Section 6.19
 pro rata
 pro rata
    34




---



##### 



pro rata pro rata
 Section 2.04(a)
  Subordination Section 2.04(a) Section
2.04(a)
 Deficiency Payments Section 2.04
 Remittance Reports Schedule VII
 Instructions to the Lenders Bank Section 2.04 Section 2.04 Section 2.04
 35




---



##### 



Section 2.04
 Reserved.
 Reserved.
 Payments and Computations, Etc provided however Section
2.04(a)
 provided however
 Section 2.02
 36




---



##### 



Fees Fees Fee Letter
 Section 2.08 Section 2.04
 Increased Costs; Capital Adequacy Affected Party Section 2.09(c)
 Section 2.04
 Section 2.09 Section 2.09
 37




---



##### 



Section 2.09(a) 2.09(b) Section 2.04
 Collateral Assignment of Agreements Assigned Documents
 Grant of a Security Interest Pledged Assets
 Pledged Receivables
 38




---



##### 



Evidence of Debt
 Release of Pledged Receivables Section 2.15
 39




---



##### 



Section 2.13
  Treatment of Amounts Paid by the Borrower Section 2.13
 Prepayment; Certain Indemnification Rights; Termination Section 2.15(a) Other Swap Breakage Cost Section 2.04(c) Section 7.01
 Section 2.15(a) Section 2.15(a)
 40




---



##### 



Class B Buyout Notice Class B Buyout Price
  CONDITIONS OF LOANS
 Conditions Precedent to Borrowing
  41




---



##### 



Schedule I
 Conditions Precedent to All Borrowings
      Section 4.01
    Section 2.01(a)
 Section 2.02
 42




---



##### 



Section 2.11
     43




---



##### 



Advances Do Not Constitute a Waiver
  REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of the Borrower
    44




---



##### 



45




---



##### 



Schedule II Section 6.18 Schedule II Section 6.18
      Section 2.11
 46




---



##### 



Representations and Warranties of the Servicer
    
 47




---



##### 



48




---



##### 



Schedule II Section 6.18 Schedule II Section 6.18
         49




---



##### 



Resale of Receivables Upon Breach of Covenant or Representation and Warranty
by Borrower Section 4.01 Section 4.02 Section 5.01 provided however Section 4.03
 Representations and Warranties of the Lenders
  GENERAL COVENANTS OF THE BORROWER AND THE SERVICER
 General Covenants
 50




---



##### 



51




---



##### 



Section 2.15(a)
    52




---



##### 



53




---



##### 



54




---



##### 



LEAF Affiliate Borrower LEAF
Credit Facility Document clause (i) (ii) Other
Default
  Check-in Requirements
 provided, however,
 pro tanto pro rata
  55




---



##### 



Section
5.02(a) Section
5.02(c) Section 5.02(d) pro tanto pro rata Section 4.03
  Delivery of Servicing Agreement Electronic Images to the Backup Servicer Servicing Agreement Electronic Images
  ADMINISTRATION AND SERVICING; CERTAIN COVENANTS
 Appointment and Designation of the Servicer Section 6.01 Servicer Article VI
 56




---



##### 



clause (ii) Successor Servicing Agreement
 Exhibit J
 Section 5.01(y) Article VI
 57




---



##### 



clause
(c) Section 2.04
 provided however Section 6.02(a) provided
 58




---



##### 



Collection of Receivable Payments; Modification and Amendment of Receivables;
Lockbox Agreements
  Realization Upon Receivables provided however Section 6.01
 59




---



##### 



Insurance Regarding Equipment
  Maintenance of Security Interests in Obligor Collateral
 Section 6.05(a)
 60




---



##### 



Section 6.05(a)
 Pledged Receivable Receipts
 No Rights of Withdrawal
 Permitted Investments Article II
 Servicing Compensation Section 2.04(a)
 61




---



##### 



Successor Servicers Indemnified Amounts
 Reports to the Lenders and the Backup Servicer; Account Statements; Servicing
Information
 Section 2.04(c)
 Section 2.04(c)
 Backup Servicer Delivery Date
 62




---



##### 



Weekly Reporting Date
   Statements as to Compliance; Financial Statements
 Independent Accountants Accountants Report
 63




---



##### 



64




---



##### 



65




---



##### 



Access to Certain Documentation; Obligors; Background Check provided Section 6.12(a) provided however
   66




---



##### 



Backup Servicer
 Section 2.04(a) Section 2.04(a)
 67




---



##### 



Section 6.13 Section 6.13
 68




---



##### 



Section 2.04(a)
 Section 6.10(d) Section 6.10(d) Section 6.10(d)
  Section
2.04(a)
   69




---



##### 



70




---



##### 



Section 9.08
 Additional Remedies of Lenders Upon Event of Default Section 7.01
 Waiver of Defaults
 Maintenance of Certain Insurance
 Section
6.16
  Segregation of Collections provided
 UCC Matters; Protection and Perfection of Pledged Assets
 71




---



##### 



Schedule II Section 6.18 Section 6.18 Section 6.18 Article VI
 72




---



##### 



Servicer Advances Servicer
Advance Section 2.04(a)
 Repurchase of Receivables Upon Breach of Covenant or Representation and
Warranty by Servicer Section 4.02 Section 6.05 Article V provided however Section 6.20
 Compliance with Applicable Law
 73




---



##### 



Receipt of Certificates of Title provided
 Lenders Bank Limitation of Liability
     74




---



##### 



EVENTS OF DEFAULT
 Events of Default Event of
Default
  provided however Article VI Sections 4.03 6.20
    75




---



##### 



provided however Article VI Sections 4.03 6.20
         76




---



##### 



clause (ii)
 Available
Cash
    77




---



##### 



minus plus minus plus
  provided Section 7.01(a) Section 7.03 Section 2.04(a)
 Additional Remedies of the Lenders Section 7.02
  78




---



##### 



Section 2.04
 Section 7.02
   Collateral Splitting
 Section 7.02 Collateral Split Notice subsection (b)
 subsection (a) Segregated Collateral Pools multiplied by
 79




---



##### 



subsection (b) Collateral Split
  Lender
Group Loan Agreements Section 9.01 Section 9.01 provided however Sections
2.04 9.01 Section 2.04(a) RBS Loan Agreement Schedule 2.04(a) Section
2.04 Schedule 2.04(a) Morgan Stanley Lender Group
 80




---



##### 



RBS Lender Group Section 2.11 subsection (v) Section 2.11 subsection (i)
 subsection (i) Section 6.01
 subsection (i) Related Custodial Agreement subsection (i) Section 2.04 Section 2.04
 subsection (i) subsection (iv)
 81




---



##### 



RBS Collection Account provided MS Loan
Agreement subsection (i) Section 2.04 Section 2.04
  82




---



##### 



RBS Collateral Agent Section 2.11 provided Section
2.04
 Section 2.04 Section 2.04
 Section 2.04 Section 2.04
 83




---



##### 



Section
2.04(a)(vi)
 Collateral Split Buyout Rights Section 7.03(a) Collateral Split Buyout Right Buyout Loans plus Section 9.04 Section 7.04 provided however Section 7.04
 84




---



##### 



INDEMNIFICATION
 Indemnities by the Borrower Indemnified Party Article VIII Indemnified Amounts
     85




---



##### 



86




---



##### 



Section 8.01 Section 8.01
 Section 8.01
 Indemnities by Servicer Servicer Indemnified Amounts
  87




---



##### 



Section 6.01
  Section 6.20 Article V Article VI
  Section 8.02
 88




---



##### 



Section 8.01 Section 8.02
  MISCELLANEOUS
 Amendments and Waivers Amendment Consent
Parties provided however Section 7.03 Section 2.04(a) Article VII Section 9.01 provided further Section 2.04(a) Section 9.01
 Notices, Etc. Schedule VI
 89




---



##### 



Article II
 No Waiver; Remedies
 Binding Effect; Assignability; Multiple Lenders provided however provided further Section 9.04 Assignment and
 90




---



##### 



Acceptance Section 9.04 Section 9.04 provided however
  Section 9.04(a) Section 9.04
 Term of This Agreement Articles V VI Articles V VI provided however Articles III IV Article VIII Article IX Section 9.08 Section 9.09
 GOVERNING LAW; JURY WAIVER; CONSENT TO JURISDICTION
  91




---



##### 



Costs, Expenses and Taxes Section 8.01
 92




---



##### 



Other Costs provided however
  Section 9.07
 No Proceedings
 Recourse Against Certain Parties it being expressly agreed and understood Section 9.09
 93




---



##### 



Section 9.09
 Execution in Counterparts; Severability; Integration
 Tax Characterization
 Calculation of Performance Triggers
  THE COLLATERAL AGENT
 Authorization and Action Section 7.03
 94




---



##### 



No Implied Duties
 Limits on Liability Article III
 Acknowledgement
 Additional Exculpatory Provisions
 95




---



##### 



Non-Reliance on Collateral Agent
 Reimbursement and Indemnification provided however
 Collateral Agent in its Individual Capacity
 Successor Collateral Agent provided provided
 96




---



##### 



however Article
X
 Release of Collateral Sections 2.13 4.03
 [Signature page to follow.]
 97




---



##### 



THE BORROWER:
    
    LEAF CAPITAL FUNDING III, LLCBy:Name:Title:THE SERVICER:
    
    LEAF FINANCIAL CORPORATIONBy:Name:Title:CLASS A LENDER AND THE
COLLATERAL AGENT
    
    MORGAN STANLEY BANKBy:Name:Title:CLASS B LENDER
    
    MORGAN STANLEY ASSET FUNDING INC.By:Name:Title:
 S-1




---



##### 



CLASS A LENDER
    
    THE ROYAL BANK OF SCOTLAND PLCBy: Greenwich Capital Markets, Inc., as agentBy:Name:Title:CLASS B LENDER
    
    THE ROYAL BANK OF SCOTLAND PLCBy: Greenwich Capital Markets, Inc., as agentBy:Name:Title:THE CUSTODIAN AND
    
    U.S. BANK NATIONAL ASSOCIATIONTHE LENDERS BANK:By:Name:Title:THE BACKUP SERVICER
    
    LYON FINANCIAL SERVICES, INC. (D/B/A
U.S. BANK PORTFOLIO SERVICES)By:Name:Title:
 S-2