cash then on the deposit in the “Lockbox Account”, and “Adjusted Partner’s Capital”means partner’s capital (in accordance with GAAP with no adjustment for other comprehensiveincome accounted for pursuant to SFAS 133/138) plus “Due to General Partner” plussubordinated debt, if any. For such determination (including Section 7.02(jj)), “Due toGeneral Partner” means amounts, as set forth in the financial statements of LEAF, that aredue to LEAF Financial Corporation and its affiliates, as general partner of LEAF, formanagement fees and expenses due for servicing the Securitized Portfolio in addition toamounts LEAF Financial Corporation has paid for property taxes due on the SecuritizedPortfolio that have been billed to Customers.     (b) 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 Facility Termination Event or Event of Default (nor any eventthat but for notice or lapse of time or both would constitute an unwaived Facility TerminationEvent or Event of Default) occur due to this Amendment becoming effective, (b) Borrower, LEAF andServicer each has the power and authority to execute and deliver this Amendment and has taken orcaused to be taken all necessary actions to authorize the execution and delivery of this Amendment,(c) no consent of any other person (including, without limitation, members or creditors ofBorrower, LEAF or Servicer), and no action of, or filing with any governmental or public body orauthority is required to authorize, or is otherwise required in connection with the execution andperformance of this Amendment, other than such that have been obtained, (d) the Secured LoanAgreement, as amended by this Amendment, constitutes the legal, valid and binding obligation ofServicer, LEAF and the Borrower, enforceable against them in accordance with its terms except asthe enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization andother similar laws of general application affecting creditors’ rights generally and by generalprinciples of equity (whether such enforceability is considered in a proceeding in equity or law),
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and (e) the execution, delivery and performance of this Amendment will not violate anyprovision of any existing law or regulation or any order or decree of any court, regulatory body oradministrative agency or the certificate of formation or the limited liability company agreement ofServicer, LEAF or Borrower or any material indenture, agreement, mortgage, deed of trust or otherinstrument to which Servicer, LEAF or the Borrower 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.     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 I, LLC,