amountequal to the greater of (A) 10% of the Borrowing Base, and (B) $4,500,000, and (iii) if theCumulative Net Loss of all Contracts in the Securitized Portfolio (including Contractsrepurchased for credit reasons) is less than or equal to the percentage set forth belowopposite the applicable calendar quarter as of the last day of such calendar quarter;provided that, only for purposes of the determination of this subclause (iii), (x)the Securitized Portfolio shall be only those Contracts held by the Borrower on April 1,2009, and (y) the reference in the definition of Cumulative Net Loss to “the Closing Date”shall instead be to “April 1, 2009”:   **Calendar Quarter Ending** **Cumulative Net Losses**June 30, 2009 3.50%September 30, 2009 4.50%December 31, 2009 5.00%March 31, 2010 5.25%June 30, 2010 5.50%September 30, 2010 5.75%December 31, 2010 6.25%     ; and               (2) to the Lender, the Additional Principal Payment Amount remaining after allocationof funds pursuant to the preceding clauses;     (b) Covenants of LEAF. Section 7.02 of the Secured Loan Agreement ishereby amended by deleting the text of item (jj) thereof and substituting therefor the word“[Reserved]”.     (c) Event of Default. Section 8.01 of the Secured Loan Agreement ishereby amended by deleting the text of Subsections (l), (m), (n) and (w) thereof andsubstituting therefor the word “[Reserved]”.     (d) Change of Control. The definition of Change of Control set forth inAppendix A of the Secured Loan Agreement is hereby amended by deleting the text ofitem (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) Facility Termination Date. The definition of Facility Termination Date setforth in Appendix A to the Secured Loan Agreement is hereby amended by deleting itin its entirety and substituting therefor the following:          “Facility Termination Date” means, March 6, 2009.     (f) Applicable Margin. Effective as of the date of execution of thisAmendment, the Applicable Margin for all Advances shall be 0.95%, and all references in theSecured Loan Agreement to the “amount” or “margin” specified in clause (i) or
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clause (ii) of the definition of “Applicable Margin” as the applicablerate of interest shall mean and be a reference to the margin provided herein.     (g) Servicer Advances. Effective as of the date of execution of this Amendmentand notwithstanding Section 3.04 of the Servicing Agreement or Section12.02(a)(vi) of the Secured Loan Agreement, the Servicer shall not make ServicerAdvances with respect to the Securitized Portfolio.     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 company agreement of Servicer, LEAF or Borrower or any material indenture,agreement, mortgage, deed of trust or other instrument to which Servicer, LEAF or the Borrower is aparty 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,
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exercised and enforced subject in all respects to such amendments, and the terms of thisAmendment shall be a part of the Secured Loan Agreement for any and all purposes. Except asmodified and expressly amended by this Amendment, the Amendment is in all respects ratified andconfirmed, and all the terms, provisions and conditions thereof shall be and remain in full forceand 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,