**Exhibit 10.4**AMENDMENT No. 5 TO SECURED LOAN AGREEMENT     AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of December 21, 2007 amongWESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national bankingassociation (the “Collateral Agent” and“Securities Intermediary”), LEASE EQUITY APPRECIATIONFUND I, L.P., a Delaware limited partnership (“LEAF”or the “Seller”), LEAF FINANCIALCORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation(the “Originator”) and LEAF FUND I, LLC, a Delaware limited liability company (the “Borrower”).WITNESSETH:     WHEREAS, the parties hereto are parties to the Secured Loan Agreement, dated as ofDecember 31, 2004 (as modified, amended or supplemented from time to time, the “Secured LoanAgreement”);     WHEREAS, pursuant to Section 14.04 of the Secured Loan Agreement, the parties hereto wishto amend the Secured Loan Agreement and hereby agree that the Secured Loan Agreement is herebyamended; and     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties agree as follows:     SECTION 1. Definitions.     (a) Whenever used in this Amendment, capitalized terms used and nototherwise defined herein shall have the meanings set forth in Appendix A to theSecured Loan Agreement.     (b)Any term that relates to a document or a statute, rule, or regulationincludes any amendments, modifications, supplements, or any other changes that mayhave occurred since the document, statute, rule, or regulation came into being,including changes that occur after the date of this Amendment.     SECTION 2. Amendments. The parties hereto hereby agree, pursuant to Section14.04 of the Secured Loan Agreement, to amend the Secured Loan Agreement as follows:     (a) Subsections (a) and (b) of Section 2.11 shall be struck in theirentirety and replaced with:(a) [Reserved].(b) [Reserved].
 

 
          (b)Subsection (jj) of Section 7.02 shall be struck in its entirety and replacedwith:          “(jj) As of the last day of each fiscal quarter commencing March 31, 2007, LEAF shallmaintain “Adjusted Partner’s Capital” of no less than 75.00% of “partner’s equity” (as reflectedin its financial statements) as of August 15, 2004 (the last day of its offering period pursuantto its Prospectus dated August 15, 2002) as reported in its September 2004 financial statements.”     (c) The definitions of Expected Facility Termination Date, Maximum FacilityAmount and Senior Leverage Ratio in Appendix A shall be struck in their entirety andreplaced with:     “Expected Facility Termination Date” means January31, 2011.     “Maximum Facility Amount” means $110,000,000.          “Senior Leverage Ratio” means, with respect to LEAF, the result obtained by dividingLEAF’s Combined Recourse Debt by LEAF’S Adjusted Partner’s Capital. For such determination,“Combined Recourse Debt” means all of LEAF’s debts and liabilities, but excluding third partyaccounts payable, accrued expenses, non-recourse debt and intercompany obligations, and “AdjustedPartner’s Capital” means partner’s capital (in accordance with GAAP with no adjustment for othercomprehensive income 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 to GeneralPartner” means amounts, as set forth in the financial statements of LEAF, that are due to LEAFFinancial Corporation and its affiliates, as general partner of LEAF, for management fees andexpenses due for servicing the Securitized Portfolio in addition to amounts LEAF FinancialCorporation has paid for property taxes due on the Securitized Portfolio that have been billed toCustomers.     (d) The effective date of this amendment shall be the date hereof.     SECTION 3. 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 anyother representations and warranties made by Borrower, LEAF or Servicer in the Secured LoanAgreement) are true and correct on the date hereof with the same force and effect as if made onthe date hereof, except to the extent such representations and warranties speak specifically to anearlier date in which case they shall have been true and correct on such date. In addition,Borrower, LEAF and Servicer each severally represents and warrants (which representations andwarranties shall survive the execution and delivery hereof) that (a) no unwaived FacilityTermination Event or Event of Default (nor any event that but for notice or lapse of time or bothwould constitute an unwaived Facility Termination Event or Event of Default) shall have occurredand be continuing as of the date hereof nor shall any unwaived Facility Termination Event or Eventof Default (nor any event that but for notice or lapse of time or both would constitute anunwaived Facility Termination Event or Event of Default) occur due to this Amendment becomingeffective, (b) Borrower, LEAF and Servicer each has the power
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and authority to execute and deliver this Amendment and has taken or caused to be taken allnecessary actions to authorize the execution and delivery of this Amendment, (c) no consent of anyother person (including, without limitation, members or creditors of Borrower, LEAF or Servicer),and no action of, or filing with any governmental or public body or authority is required toauthorize, or is otherwise required in connection with the execution and performance of thisAmendment, other than such that have been obtained, (d) the Secured Loan Agreement, as amended bythis Amendment, constitutes the legal, valid and binding obligation of Servicer, LEAF and theBorrower, enforceable against them in accordance with its terms except as the enforceabilitythereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar lawsof general application affecting creditors’ rights generally and by general principles of equity(whether such enforceability is considered in a proceeding in equity or law), and (e) theexecution, delivery and performance of this Amendment will not violate any provision of anyexisting law or regulation or any order or decree of any court, regulatory body or administrativeagency or the certificate of formation or the limited liability company agreement of Servicer, LEAFor Borrower or any material indenture, agreement, mortgage, deed of trust or other instrument towhich Servicer, LEAF or the Borrower is a party or by which it is bound.     SECTION 4. 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 5. GOVERNING LAW. THIS AGREEMENT SHALL, INACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BEGOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAWPRINCIPLES THEREOF.     SECTION 6. 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 7. 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 8. 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.
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     SECTION 9. 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,