(b) The definitions of Applicable Margin, Expected Facility Termination Date and SeniorLeverage Ratio in Appendix A shall be struck in their entirety and replaced with:          “Applicable Margin” means, for each Advance and (i) any date prior to theFacility Termination Date, 1.20% or (ii) any date that occurs on or after the FacilityTermination Date, 1.85%.     “Expected Facility Termination Date” means June 30, 2009.          “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 suchdetermination, “Combined Recourse Debt” means all of LEAF’s debts and liabilities, butexcluding third party accounts payable, accrued expenses, non-recourse debt, SFAS 133/138adjustments (if any), and intercompany obligations less applicable cash then on thedeposit in the “Lockbox Account”, and “Adjusted Partner’s Capital” means partner’s capital(in accordance with GAAP with no adjustment for other comprehensive income accounted forpursuant to SFAS 133/138) plus “Due to General Partner” plus subordinated debt, if any. Forsuch determination (including Section 7.02(jj)), “Due to General Partner” means amounts, asset forth in the financial statements of LEAF, that are due to LEAF Financial Corporationand its affiliates, as general partner of LEAF, for management fees and expenses due forservicing the Securitized Portfolio in addition to amounts LEAF Financial Corporation haspaid for property taxes due on the Securitized Portfolio that have been billed to Customers.     (c) The definition of Facility Termination Event shall be amended in that clause (x)of such definition shall be struck in its entirety and replaced with:(x) LEAF shall have failed to maintain a Senior Leverage Ratio no greaterthan 8.0:1.0,     SECTION 3. Effective Date. The effective date of this Amendment shall be the datehereof.     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 or Eventof Default (nor any event that but for notice or lapse of time or both would constitute an unwaivedFacility Termination Event or Event of Default) shall have occurred and be continuing as of thedate hereof nor shall any unwaived
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Facility Termination Event or Event of Default (nor any event that but for notice or lapse oftime or both would constitute an unwaived Facility Termination Event or Event of Default) occur dueto this Amendment becoming effective, (b) Borrower, LEAF and Servicer each has the power andauthority to execute and deliver this Amendment and has taken or caused to be taken all necessaryactions to authorize the execution and delivery of this Amendment, (c) no consent of any otherperson (including, without limitation, members or creditors of Borrower, LEAF or Servicer), and noaction of, or filing with any governmental or public body or authority is required to authorize, oris otherwise required in connection with the execution and performance of this Amendment, otherthan such that have been obtained, (d) the Secured Loan Agreement, as amended by this Amendment,constitutes the legal, valid and binding obligation of Servicer, LEAF and the Borrower, enforceableagainst them in accordance with its terms except as the enforceability thereof may be limited bybankruptcy, insolvency, moratorium, reorganization and other similar laws of general applicationaffecting creditors’ rights generally and by general principles of equity (whether suchenforceability is considered in a proceeding in equity or law), and (e) the execution, delivery andperformance of this Amendment will not violate any provision of any existing law or regulation orany order or decree of any court, regulatory body or administrative agency or the certificate offormation or the limited liability company agreement of Servicer, LEAF or Borrower or any materialindenture, agreement, mortgage, deed of trust or other instrument to which Servicer, LEAF or theBorrower is a party or by which it is bound.     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.
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     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,