exh10_8.htm

Sched. I-I

EXECUTION VERSION

Exhibit A-1

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

GLOBAL CLASS A-1A NOTE

[For Rule 144A Book-Entry Notes Only]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRANSFEROR OF SUCH NOTE (THE “TRANSFEROR”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR THE USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NOT BE ACTING ON BEHALF OF), AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN (“PLAN ASSETS”) PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”) (EACH A “BENEFIT PLAN INVESTOR”), OR (B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE, AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED THE TRUSTEE WITH AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL NOT BE AT THE EXPENSE OF THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER OR THE INITIAL PURCHASER, WHICH OPINES THAT THE PURCHASE, HOLDING, AND TRANSFER OF SUCH NOTE OR INTEREST THEREIN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER OR THE INITIAL PURCHASER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE. THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE. ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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Exhibit A-1-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS A-1A NOTE

No. ______

Up to $15,000,000

Stated Maturity Date: _______ __, 20__

Dated: ____________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FIFTEEN MILLION DOLLARS ($15,00,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

This Note is duly authorized by the Issuer pursuant to the Indenture, and is designated as its Equipment Contract Backed Notes, Series 2011-2 (herein called the “Notes”) issued and to be issued under the Indenture, dated as of September 7, 2011 (as amended, modified, or supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as Trustee and Custodian. Reference is made to the Indenture for a statement of the respective rights thereunder of the Issuer, the Trustee, and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to it in the Indenture.

Each Class A-1A Note shall represent such of the Outstanding Class A-1A Notes as are specified herein, and represents the aggregate amount of Outstanding Class A-1A Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class A-1A Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.

Interest shall accrue on the Outstanding Note Balance of the Class A-1A Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class A-1A Notes specified in the Indenture (calculated in accordance with the Indenture). The Interest Accrual Period for each Payment Date is the period commencing on and including the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual

Exhibit A-1-3

Period, such Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date. All accrued interest shall be due and payable in arrears on each Payment Date. In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class A-1A Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

The principal and interest payable on this Note are payable, through the Paying Agent on behalf of the Issuer, by check mailed by first-class mail to the Registered Holder of this Note, at the address of the Registered Holder as it appears in the Note Register or, at the option of the Noteholder by wire transfer in accordance with the terms of the Indenture. The Record Date for any Payment Date shall be the last Business Day preceding such Payment Date.

This Class A-1A Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer. Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.

This Class A-1A Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person, except that certain payments on this Class A-1A Note are guaranteed, and are entitled to the benefits of, the financial guaranty insurance policy issued by Assured Guaranty Corp. (the “Class A Note Insurer”), pursuant to which the Class A Note Insurer has unconditionally guaranteed payment to the Class A-1A Noteholders of interest with respect to each Payment Date and of principal at its Stated Maturity Date, as more fully set forth in the Indenture and the Class A Insurance Policy. Neither the Class A-1A Notes nor the Contract Assets are insured by any governmental agency.

Exhibit A-1-4

The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture. The Collateral secures the Class A-1A Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class A-1A Note and any other Class A-1A Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.

Unless earlier declared due and payable by reason of an Event of Default, the Notes are payable only at the time and in the manner provided in the Indenture, and are not redeemable or prepayable at the option of the Issuer before such time, except that the Notes shall be redeemable at the option of the Issuer in whole but not in part on any Payment Date on which the Aggregate Outstanding Note Balance (after taking into account payments made on such Payment Date) is less than 10% of the Aggregate Initial Note Balance at the applicable Redemption Price plus any fees due under the Indenture. If an Event of Default shall occur and be continuing, the principal of all the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.

The Class A-1A Notes may be exchanged, and their transfer may be registered, by the Class A-1A Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class A-1A Notes. Upon exchange or registration of such transfer, a new registered Class A-1A Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.

Each Person who has or who acquires any Ownership Interest in a Class A-1A Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.

Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee, the Note Registrar, the Paying Agent, and any agent of the Issuer, the Trustee, the Note Registrar, or the Paying Agent shall treat the Person in whose name this Note is registered in the Note Register as the owner hereof for the purpose of receiving payment as provided in the Indenture and for all other purposes whatsoever, whether or not this Note be overdue, and neither the Issuer, the Trustee, the Note Registrar, the Paying Agent, nor any such agent shall be affected by notice to the contrary.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register of the Issuer upon surrender of this Note for registration of transfer at the office of the Note Registrar in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture. Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.

Exhibit A-1-5

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time, with the prior written consent of the Control Party and the Servicer, by the Issuer, the Custodian, and the Trustee. The Indenture also contains provisions permitting the Control Party and the Noteholders to agree to certain modifications or actions and to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Control Party shall be conclusive and binding upon all Holders and upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange or in lieu thereof whether or not notation of such consent or waiver is made upon this Note.

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

The Issuer has structured the transaction contemplated by the Indenture and the Notes with the intention that the Notes will qualify under applicable tax law as indebtedness of the Issuer. The Issuer, the Trustee, and each Noteholder, by acceptance of its Note, agree to treat the Notes as indebtedness of the Issuer for all tax purposes.

During the term of the Indenture and for one year and one day after payment in full of all of the obligations of the Issuer under the Transaction Documents, none of the parties to the Indenture or any Affiliate thereof or any Noteholder will file any involuntary petition against the Issuer or otherwise institute, or cooperate with or encourage any other Person to file or otherwise institute, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings or any other proceedings under federal or state bankruptcy or similar law against or concerning the Issuer; provided that if such proceeding shall have commenced, nothing herein shall preclude any Noteholder from filing a proof of claim in any such proceeding in accordance with the Indenture.

This Note and the Indenture shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, except to the extent that the perfection or effect of perfection of the security interests granted thereunder are governed by the laws of a jurisdiction other than the State of New York, and without regard to principles of conflict of laws of the State of New York that would permit or require the application of the law of any other jurisdiction.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

The Issuer hereby waives diligence, presentment, demand, protest, and notice of any kind whatsoever. The non-exercise by the holder of this Note of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

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Exhibit A-1-6

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class A-1A Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit A-1-7

Exhibit A-2

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

DEFINITIVE CLASS A-1A NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE ISSUER PURSUANT TO THE TERMS OF THE INDENTURE, AND (2) THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TO BE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE INDENTURE RELATING TO THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING. EACH TRANSFEREE ACCEPTING AN OWNERSHIP INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER AND THE SERVICER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB. EACH HOLDER HEREOF IS DEEMED TO REPRESENT AND WARRANT EITHER (A) THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN (“PLAN ASSETS”) PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”) (EACH A “BENEFIT PLAN INVESTOR”), OR (B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE, AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT

Exhibit A-3-1

SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED THE TRUSTEE WITH AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL NOT BE AT THE EXPENSE OF THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER OR THE INITIAL PURCHASER, WHICH OPINES THAT THE PURCHASE, HOLDING, AND TRANSFER OF SUCH NOTE OR INTEREST THEREIN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER OR THE INITIAL PURCHASER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE. THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE. ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

OWING TO THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE OUTSTANDING NOTE BALANCE OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING THIS NOTE SHOULD CONFIRM THE OUTSTANDING NOTE BALANCE HEREOF BY INQUIRY OF THE TRUSTEE.

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Exhibit A-2-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS A-1A NOTE

No. ______

Up to $15,000,000

Stated Maturity Date: _______ __, 20__

Dated: ____________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FIFTEEN MILLION DOLLARS ($15,000,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Exhibit A-2-3

This Class A-1A Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person, , except that certain payments on this Class A-1A Note are guaranteed, and are entitled to the benefits of, the financial guaranty insurance policy issued by Assured Guaranty Corp. (the “Class A Note Insurer”), pursuant to which the Class A Note Insurer has unconditionally guaranteed payment to the Class A-1A Noteholders of interest with respect to each Payment Date and of principal at its Stated Maturity

Exhibit A-2-4

Date, as more fully set forth in the Indenture and the Class A Insurance Policy. Neither the Class A-1A Notes nor the Contract Assets are insured by any governmental agency.

The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.

Exhibit A-2-5

America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture. Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the

Exhibit A-2-6

principal of and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

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Exhibit A-2-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class A-1A Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit A-2-8

[Form of Assignment]

For Value Received, the undersigned hereby sells, assigns, and transfers unto

(Please insert Social Security or

Taxpayer Identification number

of Assignee)

_______________________________

______________________________________________________________________________

(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________

the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

_____________________________________________________________________________,

as attorney, to transfer the within Note on the books kept for registration thereof, with full power

of substitution in the premises.

Date:___________________

____________________________________

Notice: The signature to this assignment

must correspond with the name as it appears

upon the face of the within Note in every

particular, without alteration or enlargement

or any change whatever.

Exhibit A-2-9

SNR Denton Draft 10/24/11

Exhibit A-3

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

GLOBAL CLASS A-1B NOTE

[For Rule 144A Book-Entry Notes Only]

Exhibit A-3-1

[The remaining pages for this Class A-1B Note follow starting on the next page.

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Exhibit A-3-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS A-1B NOTE

No. ______

Up to $5,000,000

Stated Maturity Date: _______ __, 20__

Dated: ____________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FIVE MILLION DOLLARS ($5,000,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Each Class A-1B Note shall represent such of the Outstanding Class A-1B Notes as are specified herein, and represents the aggregate amount of Outstanding Class A-1B Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class A-1B Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.

Interest shall accrue on the Outstanding Note Balance of the Class A-1B Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class A-1B Notes specified in the Indenture (calculated in accordance with the Indenture). The Interest Accrual Period for each Payment Date is the period commencing on and including the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual

Exhibit A-3-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class A-1B Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS A-1B NOTE IS SUBORDINATE IN RIGHT OF PAYMENT OF PRINCIPAL TO THE CLASS A-1A NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

This Class A-1B Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer. Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.

This Class A-1B Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person, except that certain payments on this Class A-1B Note are guaranteed, and are entitled to the benefits of, the financial guaranty insurance policy issued by Assured Guaranty Corp. (the “Class A Note Insurer”), pursuant to

Exhibit A-3-4

which the Class A Note Insurer has unconditionally guaranteed payment to the Class A-1B Noteholders of interest with respect to each Payment Date and of principal at its Stated Maturity Date, as more fully set forth in the Indenture and the Class A Insurance Policy. Neither the Class A-1B Notes nor the Contract Assets are insured by any governmental agency.

The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture. The Collateral secures the Class A-1B Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class A-1B Note and any other Class A-1B Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.

The Class A-1B Notes may be exchanged, and their transfer may be registered, by the Class A-1B Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class A-1B Notes. Upon exchange or registration of such transfer, a new registered Class A-1B Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.

Each Person who has or who acquires any Ownership Interest in a Class A-1B Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.

Exhibit A-3-5

of transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture. Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit A-3-6

[The remainder of page is intentionally left blank.]

Exhibit A-3-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class A-1B Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit A-3-8

Exhibit A-4

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

DEFINITIVE CLASS A-1B NOTE

Exhibit A-4-1

[The remaining pages for this Class A-1B Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit A-4-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS A-1B NOTE

No. ______

Up to $5,000,000

Stated Maturity Date: _______ __, 20__

Dated: ____________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FIVE MILLION DOLLARS ($5,000,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Exhibit A-4-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class A-1B Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS A-1B NOTE IS SUBORDINATE IN RIGHT OF PAYMENT OF PRINCIPAL TO THE CLASS A-1A NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

This Class A-1B Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person, , except that certain payments on this Class A-1B Note are guaranteed, and are entitled to the benefits of, the financial guaranty

Exhibit A-4-4

insurance policy issued by Assured Guaranty Corp. (the “Class A Note Insurer”), pursuant to which the Class A Note Insurer has unconditionally guaranteed payment to the Class A-1B Noteholders of interest with respect to each Payment Date and of principal at its Stated Maturity Date, as more fully set forth in the Indenture and the Class A Insurance Policy. Neither the Class A-1B Notes nor the Contract Assets are insured by any governmental agency.

The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.

Exhibit A-4-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein, except to the extent that the perfection or effect of perfection of the security interests granted hereunder are governed by the laws of a jurisdiction other than the State of New York, and without regard to principles of conflict of laws of the State of New York that would permit or require the application of the law of any other jurisdiction.

Exhibit A-4-6

[The remainder of page is intentionally left blank.]

Exhibit A-4-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class A-1B Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit A-4-8

[Form of Assignment]

For Value Received, the undersigned hereby sells, assigns, and transfers unto

(Please insert Social Security or

Taxpayer Identification number

of Assignee)

_______________________________

______________________________________________________________________________

(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________

the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

_____________________________________________________________________________,

as attorney, to transfer the within Note on the books kept for registration thereof, with full power

of substitution in the premises.

Date:___________________

____________________________________

Notice: The signature to this assignment

must correspond with the name as it appears

upon the face of the within Note in every

particular, without alteration or enlargement

or any change whatever.

Exhibit A-4-9

Exhibit a-5

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

GLOBAL CLASS A-2 NOTE

[For Rule 144A Book-Entry Notes]

Exhibit A-5-1

IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN (“PLAN ASSETS”) PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”) (EACH A “BENEFIT PLAN INVESTOR”), OR (B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE, AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED THE TRUSTEE WITH AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL NOT BE AT THE EXPENSE OF THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER, OR THE INITIAL PURCHASER, WHICH OPINES THAT THE PURCHASE, HOLDING, AND TRANSFER OF SUCH NOTE OR INTEREST THEREIN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER, OR THE INITIAL PURCHASER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE. THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE. ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

[The remaining pages for this Class A-2 Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit A-5-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS A-2 NOTE

No. ______

Up to $61,995,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed SIXTY-ONE MILLION NINE HUNDRED AND NINETY-FIVE THOUSAND DOLLARS ($61,995,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Each Class A-2 Note shall represent such of the Outstanding Class A-2 Notes as are specified herein, and represents the aggregate amount of Outstanding Class A-2 Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class A-2 Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.

Interest shall accrue on the Outstanding Note Balance of the Class A-2 Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class A-2 Notes specified in the Indenture (calculated in accordance with the Indenture).

Exhibit A-5-1

The Interest Accrual Period for each Payment Date is the period commencing on and including the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual Period, such Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date. All accrued interest shall be due and payable in arrears on each Payment Date. In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class A-2 Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS A-2 NOTE IS SUBORDINATE IN RIGHT OF PAYMENT OF PRINCIPAL TO THE CLASS A-1A NOTES AND THE CLASS A-1B NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

This Class A-2 Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer. Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.

Exhibit A-5-2

This Class A-2 Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person, except that certain payments on this Class A-2 Note are guaranteed, and are entitled to the benefits of, the financial guaranty insurance policy issued by Assured Guaranty Corp. (the “Class A Note Insurer”), pursuant to which the Class A Note Insurer has unconditionally guaranteed payment to the Class A-2 Noteholders of interest with respect to each Payment Date and of principal at its Stated Maturity Date, as more fully set forth in the Indenture and the Class A Insurance Policy. Neither the Class A-2 Notes nor the Contract Assets are insured by any governmental agency.

The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture. The Collateral secures the Class A-2 Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class A-2 Note and any other Class A-2 Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.

The Class A-2 Notes may be exchanged, and their transfer may be registered, by the Class A-2 Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class A-2 Notes. Upon exchange or registration of such transfer, a new registered Class A-2 Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.

Each Person who has or who acquires any Ownership Interest in a Class A-2 Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.

Exhibit A-5-3

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit A-5-4

[The remainder of page is intentionally left blank.]

Exhibit A-5-5

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class A-2 Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit A-5-6

Exhibit A-6

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

DEFINITIVE CLASS A-2 NOTE

Exhibit A-6-1

REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED THE TRUSTEE WITH AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL NOT BE AT THE EXPENSE OF THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER OR THE INITIAL PURCHASER, WHICH OPINES THAT THE PURCHASE, HOLDING, AND TRANSFER OF SUCH NOTE OR INTEREST THEREIN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER OR THE INITIAL PURCHASER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE. THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE. ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

[The remaining pages for this Class A-2 Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit A-6-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS A-2 NOTE

No. ______

Up to $61,995,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed SIXTY-ONE MILLION NINE HUNDRED AND NINETY-FIVE THOUSAND DOLLARS ($61,995,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Exhibit A-6-3

the immediately preceding Payment Date and ending on and including the day immediately preceding such Payment Date; provided that, in the case of the first Interest Accrual Period, such Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date. All accrued interest shall be due and payable in arrears on each Payment Date. In making any interest payment, if the interest calculation with respect to a Note shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class A-2 Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS A-2 NOTE IS SUBORDINATE IN RIGHT OF PAYMENT OF PRINCIPAL TO THE CLASS A-1A NOTES AND THE CLASS A-1B NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

Exhibit A-6-4

This Class A-2 Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person, except that certain payments on this Class A-2 Note are guaranteed, and are entitled to the benefits of, the financial guaranty insurance policy issued by Assured Guaranty Corp., (the “Class A Note Insurer”), pursuant to which the Class A Note Insurer has unconditionally guaranteed payment to the Class A-2 Noteholders of interest with respect to each Payment Date and of principal at its Stated Maturity Date, as more fully set forth in the Indenture and the Class A Insurance Policy. Neither the Class A-2 Notes nor the Contract Assets are insured by any governmental agency.

The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.

Exhibit A-6-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit A-6-6

[The remainder of page is intentionally left blank.]

Exhibit A-6-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class A-2 Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit A-6-8

[Form of Assignment]

For Value Received, the undersigned hereby sells, assigns, and transfers unto

(Please insert Social Security or

Taxpayer Identification number

of Assignee)

_______________________________

______________________________________________________________________________

(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________

the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

_____________________________________________________________________________,

as attorney, to transfer the within Note on the books kept for registration thereof, with full power

of substitution in the premises.

Date:___________________

____________________________________

Notice: The signature to this assignment

must correspond with the name as it appears

upon the face of the within Note in every

particular, without alteration or enlargement

or any change whatever.

Exhibit A-6-9

Exhibit B-1

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

GLOBAL CLASS B NOTE

[For Rule 144A Book-Entry Notes]

Exhibit B-1-1

FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN (“PLAN ASSETS”) PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”) (EACH A “BENEFIT PLAN INVESTOR”), OR (B) (I) ITS PURCHASE AND OWNERSHIP OF THIS SECURITY WILL BE COVERED BY A PROHIBITED TRANSACTION CLASS EXEMPTION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, (II) AT THE TIME OF ACQUISITION THE NOTES ARE RATED AT LEAST INVESTMENT GRADE, AND (III) IT BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE PLAN ASSET REGULATIONS AND AGREES TO SO TREAT SUCH NOTES, OR (C) IT HAS PROVIDED THE TRUSTEE WITH AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL NOT BE AT THE EXPENSE OF THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER OR THE INITIAL PURCHASER, WHICH OPINES THAT THE PURCHASE, HOLDING, AND TRANSFER OF SUCH NOTE OR INTEREST THEREIN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE, AND WILL NOT SUBJECT THE TRUSTEE, THE ISSUER, THE SERVICER, THE CLASS A NOTE INSURER OR THE INITIAL PURCHASER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE. THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE. ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

[The remaining pages for this Class B Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit B-1-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS B NOTE

No. ______

Up to $5,403,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FIVE MILLION FOUR HUNDRED AND THREE THOUSAND DOLLARS ($5,403,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Each Class B Note shall represent such of the Outstanding Class B Notes as are specified herein, and represents the aggregate amount of Outstanding Class B Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class B Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.

Interest shall accrue on the Outstanding Note Balance of the Class B Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class B Notes specified in the Indenture (calculated in accordance with the Indenture).

Exhibit B-1-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class B Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS B NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A-1A NOTES, THE CLASS A-1B NOTES, AND THE CLASS A-2 NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

This Class B Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer. Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.

Exhibit B-1-4

This Class B Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person. Neither the Class B Notes nor the Contract Assets are insured by any Person or any governmental agency.

The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture. The Collateral secures the Class B Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class B Note and any other Class B Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.

The Class B Notes may be exchanged, and their transfer may be registered, by the Class B Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class B Notes. Upon exchange or registration of such transfer, a new registered Class B Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.

Each Person who has or who acquires any Ownership Interest in a Class B Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.

Exhibit B-1-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit B-1-6

[The remainder of page is intentionally left blank.]

Exhibit B-1-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class B Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit B-1-8

Exhibit B-2

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

DEFINITIVE CLASS B NOTE

Exhibit B-2-1

[The remaining pages for this Class B Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit B-2-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS B NOTE

No. ______

Up to $5,403,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FIVE MILLION FOUR HUNDRED AND THREE THOUSAND DOLLARS ($5,403,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Exhibit B-2-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class B Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS B NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A-1A NOTES, THE CLASS A-1B NOTES, AND THE CLASS A-2 NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

Exhibit B-2-4

The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.

Exhibit B-2-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit B-2-6

[The remainder of page is intentionally left blank.]

Exhibit B-2-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class B Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit B-2-8

[Form of Assignment]

For Value Received, the undersigned hereby sells, assigns, and transfers unto

(Please insert Social Security or

Taxpayer Identification number

of Assignee)

_______________________________

______________________________________________________________________________

(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________

the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

_____________________________________________________________________________,

as attorney, to transfer the within Note on the books kept for registration thereof, with full power

of substitution in the premises.

Date:___________________

____________________________________

Notice: The signature to this assignment

must correspond with the name as it appears

upon the face of the within Note in every

particular, without alteration or enlargement

or any change whatever.

Exhibit B-2-9

Exhibit C-1

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

GLOBAL CLASS C NOTE

[For Rule 144A Book-Entry Notes]

Exhibit C-1-1

[The remaining pages for this Class C Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit C-1-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS C NOTE

No. ______

Up to $6,907,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed SIX MILLION NINE HUNDRED AND SEVEN THOUSAND DOLLARS ($6,907,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Each Class C Note shall represent such of the Outstanding Class C Notes as are specified herein, and represents the aggregate amount of Outstanding Class C Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class C Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.

Interest shall accrue on the Outstanding Note Balance of the Class C Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class C Notes specified in the Indenture (calculated in accordance with the Indenture).

Exhibit C-1-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class C Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS C NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A-1A NOTES, THE CLASS A-1B NOTES, THE CLASS A-2 NOTES, AND THE CLASS B NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

This Class C Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer. Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.

Exhibit C-1-4

This Class C Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person. Neither the Class C Notes nor the Contract Assets are insured by any Person or any governmental agency.

The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture. The Collateral secures the Class C Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class C Note and any other Class C Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.

The Class C Notes may be exchanged, and their transfer may be registered, by the Class C Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class C Notes. Upon exchange or registration of such transfer, a new registered Class C Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.

Each Person who has or who acquires any Ownership Interest in a Class C Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register of the Issuer upon surrender of this Note for registration of transfer at the office of the Note Registrar in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrumentof transfer in form satisfactory to the Issuer and the Note Registrar and duly executed by the holder hereof or his attorney duly authorized in writing and complying with all transfer requirements contained in the Indenture. Thereupon, one or more new Notes of the same Stated Maturity Date of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees.

Exhibit C-1-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the

principal of and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

Exhibit C-1-6

[The remainder of page is intentionally left blank.]

Exhibit C-1-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class C Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit C-1-8

Exhibit C-2

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

DEFINITIVE CLASS C NOTE

Exhibit C-2-1

[The remaining pages for this Class C Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit C-2-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS C NOTE

No. ______

Up to $6,907,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed SIX MILLION NINE HUNDRED AND SEVEN THOUSAND DOLLARS ($6,907,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Exhibit C-2-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class C Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

Exhibit C-2-4

The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.

Exhibit C-2-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit C-2-6

[The remainder of page is intentionally left blank.]

Exhibit C-2-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class C Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit C-2-8

[Form of Assignment]

For Value Received, the undersigned hereby sells, assigns, and transfers unto

(Please insert Social Security or

Taxpayer Identification number

of Assignee)

_______________________________

______________________________________________________________________________

(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________

the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

_____________________________________________________________________________,

as attorney, to transfer the within Note on the books kept for registration thereof, with full power

of substitution in the premises.

Date:___________________

____________________________________

Notice: The signature to this assignment

must correspond with the name as it appears

upon the face of the within Note in every

particular, without alteration or enlargement

or any change whatever.

Exhibit C-2-9

Exhibit D-1

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

GLOBAL CLASS D NOTE

[For Rule 144A Book-Entry Notes]

Exhibit D-1-1

[The remaining pages for this Class D Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit D-1-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS D NOTE

No. ______

Up to $3,119,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed THREE MILLION ONE HUNDRED NINETEEN THOUSAND DOLLARS ($3,119,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Each Class D Note shall represent such of the Outstanding Class D Notes as are specified herein, and represents the aggregate amount of Outstanding Class D Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class D Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.

Interest shall accrue on the Outstanding Note Balance of the Class D Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class D Notes specified in the Indenture (calculated in accordance with the Indenture).

Exhibit D-1-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class D Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS D NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A-1A NOTES, THE CLASS A-1B NOTES, THE CLASS A-2 NOTES, THE CLASS B NOTES, AND THE CLASS C NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

This Class D Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer. Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.

Exhibit D-1-4

This Class D Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person. Neither the Class D Notes nor the Contract Assets are insured by any Person or any governmental agency.

The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture. The Collateral secures the Class D Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class D Note and any other Class D Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.

The Class D Notes may be exchanged, and their transfer may be registered, by the Class D Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class D Notes. Upon exchange or registration of such transfer, a new registered Class D Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.

Each Person who has or who acquires any Ownership Interest in a Class D Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.

Exhibit D-1-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit D-1-6

[The remainder of page is intentionally left blank.]

Exhibit D-1-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class D Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit D-1-8

Exhibit D-2

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

DEFINITIVE CLASS D NOTE

Exhibit D-2-1

[The remaining pages for this Class D Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit D-2-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS D NOTE

No. ______

Up to $3,119,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed THREE MILLION ONE HUNDRED NINETEEN THOUSAND DOLLARS ($3,119,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Exhibit D-2-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class D Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

Exhibit D-2-4

The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.

Exhibit D-2-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit D-2-6

[The remainder of page is intentionally left blank.]

Exhibit D-2-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class D Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit D-2-8

[Form of Assignment]

For Value Received, the undersigned hereby sells, assigns, and transfers unto

(Please insert Social Security or

Taxpayer Identification number

of Assignee)

_______________________________

______________________________________________________________________________

(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________

the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

_____________________________________________________________________________,

as attorney, to transfer the within Note on the books kept for registration thereof, with full power

of substitution in the premises.

Date:___________________

____________________________________

Notice: The signature to this assignment

must correspond with the name as it appears

upon the face of the within Note in every

particular, without alteration or enlargement

or any change whatever.

Exhibit D-2-9

Exhibit E-1

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

GLOBAL CLASS E-1 NOTE

[For Rule 144A Book-Entry Notes]

Exhibit E-1-1

[The remaining pages for this Class E-1 Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit E-1-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS E-1 NOTE

No. ______

Up to $4,234,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FOUR MILLION TWO HUNDRED THIRTY-FOUR THOUSAND DOLLARS ($4,234,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Each Class E-1 Note shall represent such of the Outstanding Class E-1 Notes as are specified herein, and represents the aggregate amount of Outstanding Class E-1 Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class E-1 Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.

Interest shall accrue on the Outstanding Note Balance of the Class E-1 Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class E-1 Notes specified in the Indenture (calculated in accordance with the Indenture).

Exhibit E-1-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class E-1 Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS E-1 NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A-1A NOTES, THE CLASS A-1B NOTES, THE CLASS A-2 NOTES, THE CLASS B NOTES, THE CLASS C NOTES, AND THE CLASS D NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

This Class E-1 Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer. Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.

Exhibit E-1-4

This Class E-1 Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person. Neither the Class E-1 Notes nor the Contract Assets are insured by any Person or any governmental agency.

The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture. The Collateral secures the Class E-1 Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class E-1 Note and any other Class E-1 Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.

The Class E-1 Notes may be exchanged, and their transfer may be registered, by the Class E-1 Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class E-1 Notes. Upon exchange or registration of such transfer, a new registered Class E-1 Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.

Each Person who has or who acquires any Ownership Interest in a Class E-1 Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.

Exhibit E-1-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit E-1-6

[The remainder of page is intentionally left blank.]

Exhibit E-1-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class E-1 Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit E-1-8

Exhibit E-2

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

DEFINITIVE CLASS E-1 NOTE

Exhibit E-2-1

[The remaining pages for this Class E-1 Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit E-2-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS E-1 NOTE

No. ______

Up to $4,234,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed FOUR MILLION TWO HUNDRED THIRTY-FOUR THOUSAND DOLLARS ($4,234,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Exhibit E-2-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class E-1 Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

Exhibit E-2-4

The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.

Exhibit E-2-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit E-2-6

[The remainder of page is intentionally left blank.]

Exhibit E-2-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class E-1 Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit E-2-8

[Form of Assignment]

For Value Received, the undersigned hereby sells, assigns, and transfers unto

(Please insert Social Security or

Taxpayer Identification number

of Assignee)

_______________________________

______________________________________________________________________________

(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________

the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

_____________________________________________________________________________,

as attorney, to transfer the within Note on the books kept for registration thereof, with full power

of substitution in the premises.

Date:___________________

____________________________________

Notice: The signature to this assignment

must correspond with the name as it appears

upon the face of the within Note in every

particular, without alteration or enlargement

or any change whatever.

Exhibit E-2-9

Exhibit E-3

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

GLOBAL CLASS E-2 NOTE

[For Rule 144A Book-Entry Notes]

Exhibit E-3-1

AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN (“PLAN ASSETS”) PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”). THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE. ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

[The remaining pages for this Class E-2 Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit E-3-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS E-2 NOTE

No. ______

Up to $3,342,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed THREE MILLION THREE HUNDRED FORTY-TWO THOUSAND DOLLARS ($3,342,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Each Class E-2 Note shall represent such of the Outstanding Class E-2 Notes as are specified herein, and represents the aggregate amount of Outstanding Class E-2 Notes from time to time endorsed hereon by the Trustee, or by the Note Registrar at the direction of the Trustee, and the aggregate amount of Outstanding Class E-2 Notes represented hereby may, from time to time, be reduced or increased to represent exchanges and redemptions.

Interest shall accrue on the Outstanding Note Balance of the Class E-2 Notes as of the first day of the applicable Interest Accrual Period and (to the greatest extent legally enforceable) on any overdue payment of interest from the date such interest became due and payable (giving effect to any applicable grace periods provided in the Indenture) until fully paid, at the Note Rate for the Class E-2 Notes specified in the Indenture (calculated in accordance with the Indenture).

Exhibit E-3-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class E-2 Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS E-2 NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A-1A NOTES, THE CLASS A-1B NOTES, THE CLASS A-2 NOTES, THE CLASS B NOTES, THE CLASS C NOTES, THE CLASS D NOTES AND THE CLASS E-1 NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

This Class E-2 Note does not purport to summarize the Indenture completely, and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties, and immunities of the Issuer. Copies of the Indenture and all amendments thereto will be provided to any Noteholder, at its expense, upon a written request to the Trustee at U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107.

Exhibit E-3-4

This Class E-2 Note represents asset-backed debt secured solely by assets of the Issuer, and is not an interest in, or obligation of, any other Person. Neither the Class E-2 Notes nor the Contract Assets are insured by any Person or any governmental agency.

The Notes are secured by certain Contract Assets, and the other assets comprising the Collateral, all as described in the Indenture. The Collateral secures the Class E-2 Notes issued under the Indenture equally and ratably without prejudice, priority, or distinction between any Class E-2 Note and any other Class E-2 Note by reason of time of issue or otherwise, and also secures the payment of certain other amounts and certain other obligations as described in the Indenture.

The Class E-2 Notes may be exchanged, and their transfer may be registered, by the Class E-2 Noteholders in person or by their attorneys duly authorized in writing at the Corporate Trust Office of the Trustee only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of the Class E-2 Notes. Upon exchange or registration of such transfer, a new registered Class E-2 Note or Notes evidencing the same Outstanding Note Balance will be executed in exchange therefor.

Each Person who has or who acquires any Ownership Interest in a Class E-2 Note shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Sections 2.06 and 2.07 of the Indenture, and shall be deemed to make any and all representations and warranties contained in Article II of the Indenture.

Exhibit E-3-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit E-3-6

[The remainder of page is intentionally left blank.]

Exhibit E-3-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class E-2 Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit E-3-8

Exhibit E-2

to Indenture

FORM OF LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

DEFINITIVE CLASS E-2 NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES (1) THAT THIS NOTE MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT, OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB AND TO WHOM NOTICE IS GIVEN THAT RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND IS A U.S. PERSON (“U.S. PERSON”) WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR TO THE ISSUER PURSUANT TO THE TERMS OF THE INDENTURE, AND (2) THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TO BE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE INDENTURE RELATING TO THIS NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN IN VIOLATION OF THE FOREGOING. EACH TRANSFEREE ACCEPTING AN OWNERSHIP INTEREST IN THIS NOTE IS DEEMED TO REPRESENT TO THE ISSUER AND THE SERVICER THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB AND IS A U.S. PERSON. EACH HOLDER HEREOF IS DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS SECURITY OR AN INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN (“PLAN ASSETS”) PURSUANT TO 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA (THE “PLAN ASSET REGULATION”). THE NOTES OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE. ACCORDINGLY, AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Exhibit E-4-1

[The remaining pages for this Class E-2 Note follow starting on the next page.

The remainder of this page is intentionally left blank.]

Exhibit E-4-2

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2

CLASS E-2 NOTE

No. ______

Up to $3,342,000

Stated Maturity Date: _______ __, 20__

Dated: ________ __, 20__

REGISTERED OWNER: ____________________________

LEAF Receivables Funding 7, LLC, a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Owner on or before the Stated Maturity Date the principal sum in an amount not to exceed THREE MILLION THREE HUNDRED FORTY-TWO THOUSAND DOLLARS ($3,342,000) less all principal paid with respect thereto, and to pay monthly in arrears all accrued interest and other amounts due with respect to this Note, as further provided in the Indenture. Accrued interest, principal, and other amounts due with respect to this Note shall be paid on each Payment Date.

Exhibit E-4-3

Installments of principal shall be paid on this Note beginning on the Initial Payment Date and ending no later than the Stated Maturity Date specified above unless the Notes become due and payable at an earlier date by declaration of acceleration in accordance with Article VI of the Indenture or call for redemption in accordance with Article XI of the Indenture. Each installment of principal due on any Payment Date (other than the Stated Maturity Date) shall be paid from amounts on deposit in the Collection Account to the applicable Holders in reduction of principal until the Outstanding Note Balance of each Class has been reduced to zero, in each case in accordance with the priorities set forth in the Indenture for such Payment Date. All unpaid principal on any Note (together with interest thereon and all other amounts due and payable under the Indenture or in respect of the Notes) shall be due and payable in full on its Stated Maturity Date. All reductions in the principal amount of this Note effected by payments of principal shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. Principal payable on the Class E-2 Notes shall be payable in accordance with the Indenture; provided that, if as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be decreased to the nearest whole cent, and such portion shall be applied to the next succeeding principal payment.

THIS CLASS E-2 NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE CLASS A-1A NOTES, THE CLASS A-1B NOTES, THE CLASS A-2 NOTES, THE CLASS B NOTES, THE CLASS C NOTES, THE CLASS D NOTES, AND THE CLASS E-1 NOTES TO THE EXTENT AND AS MORE FULLY DESCRIBED IN THE INDENTURE.

Exhibit E-4-4

The final payment on any Definitive Note shall be made only upon presentation and surrender of the Note at the Corporate Trust Office of the Trustee.

Exhibit E-4-5

The Notes are issuable only in registered form without coupons, in such authorized denominations as provided in the Indenture, and subject to certain limitations therein set forth.

Exhibit E-4-6

[The remainder of page is intentionally left blank.]

Exhibit E-4-7

IN WITNESS WHEREOF, LEAF Receivables Funding 7, LLC, has caused this instrument to be signed, manually, by its authorized officer, as of the date set forth below.

LEAF RECEIVABLES FUNDING 7, LLC

By:

Name:

Title:

This is one of the Class E-2 Notes described in the within-mentioned Indenture.

Dated: ____________ ___, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	______________________________

Authorized Signatory

Exhibit E-4-8

[Form of Assignment]

For Value Received, the undersigned hereby sells, assigns, and transfers unto

(Please insert Social Security or

Taxpayer Identification number

of Assignee)

_______________________________

______________________________________________________________________________

(Please Print or Typewrite Name and Address of Assignee)

______________________________________________________________________________

the within Note, and all rights thereunder, and hereby does irrevocably constitute and appoint

_____________________________________________________________________________,

as attorney, to transfer the within Note on the books kept for registration thereof, with full power

of substitution in the premises.

Date:___________________

____________________________________

Notice: The signature to this assignment

must correspond with the name as it appears

upon the face of the within Note in every

particular, without alteration or enlargement

or any change whatever.

Exhibit E-4-9

Exhibit F-1

to Indenture

FORM OF

REQUEST FOR RELEASE

U.S. Bank National Association, as Trustee

60 Livingston Avenue, EP-MN-WS3D

St. Paul, Minnesota 55107

Telecopier No.: 651-495-8090

Attention: LEAF Receivables Funding 7,

LLC, Equipment Contract Backed

Notes, Series 2011-2

U.S. Bank National Association (“U.S. Bank”),

as Custodian

1133 Rankin Street, EP-MN-TMZD

St. Paul, Minnesota 55116

Telecopier No.: 651-695-6102

Attention: LEAF Receivables Funding 7,

LLC, Equipment Contract Backed

Notes, Series 2011-2

Re:

Indenture, dated as of September 7, 2011 (the “Indenture”), between LEAF Receivables Funding 7, LLC (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”) and as custodian (the “Custodian”)

In connection with the administration of the Contracts held by U.S. Bank National Association as the Custodian for the Trustee, we request the release of the Contract described in Schedule I, for the reason indicated. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Indenture.

Reason for Requesting Documents (check one)

___

Contract has become a Defaulted Contract

___

A Warranty Event has occurred with respect to such Contract (Transferor purchase is required under Section 6.1 of the Purchase and Contribution Agreement)

___

Such Contract is an Early Termination Contract

___

Collection of Insurance Proceeds that have been deposited into the Collection Account

___

Temporary Release to Servicer in accordance with Section 4.07(c) of the Indenture countersigned by the Servicer with the consent of the Control Party attached hereto

If Item 1, 2, 3 or 4 above is checked, the Issuer requests the release of the Lien of the Trustee on such Contract and related Contract Assets and the release of the related Contract Files. If Item 5 has been checked, the Issuer and the Servicer (i) request the temporary release of the Contract Files related to such Contract to the Servicer for servicing purposes only, and

Exhibit F-1-1

acknowledge that the Servicer will hold such temporarily released contracts as bailee of the Custodian, and (ii) acknowledge that the Custodian’s release of the Contract and any related documentation does not, for any purpose whatsoever, release or discharge the lien on such Contract.

If Item 2 or 4 above is checked, and the Contract Repurchase Price is being delivered together with this Request for Release: (A) the Issuer certifies that (i) attached hereto as Schedule I is a list identifying the Contract and the related Contract Assets to be released; (ii) after giving effect to such release, no Default, Event of Default, or Event of Servicing Termination exists or will exist; and (iii) all other conditions precedent set forth in the Transaction Documents relating to such release have been satisfied; and (B) the Transferor certifies that (i) $_________ has been deposited into the Collection Account with respect thereto, and such amount constitutes the Contract Repurchase Price relating to such Contract and the related Contract Assets, and (ii) after giving effect to such release, no Default, Event of Default or Event, of Servicing Termination exists or will exist.

If Item 1, 2, or 3 above is checked, and a Substitute Contract and the related Contract Assets are being delivered together with this Request for Release: (A) the Issuer certifies that (i) attached hereto as Schedule I is a list identifying the Contract and the related Contract Assets to be released; (ii) attached hereto as Schedule II is a list identifying the Substitute Contract and the related Contract Assets that have been delivered to the Custodian in connection herewith and which are hereby substituted for the Contract and the related Contract Assets on Schedule I in accordance with the Transaction Documents; (iii) after giving effect to such release, no Default, Event of Default or Cumulative Net Loss Trigger Event exists or will exist, (iv) the Overconcentration Test and any additional overconcentration tests specified in the Insurance Agreement after giving effect to such release have been satisfied, (v) all other conditions precedent set forth in the Transaction Documents relating to such release have been satisfied; and (vi) all Contract Files related to the Substitute Contract has been delivered to the Custodian; and (B) the Transferor certifies that after giving effect to such release, no Default, Event of Default, or Event of Servicing Termination exists or will exist.

If Item 1, 2, or 3 above is checked, the Issuer and the Transferor each hereby certify that the aggregate Discounted Contract Balances of Defaulted Contracts, Delinquent Contracts, and Early Termination Contracts that have been replaced with a Substitute Contract on a cumulative basis from the Closing Date, including after giving effect to the Contract released hereby, does not exceed 9.00% of the Initial Discounted Pool Balance.

If Item 1, 2, 3 or 4 above is checked, and if all or part of the Contract File was previously released to the Servicer pursuant to Item 5, please release to the Issuer the Servicer’s previous receipt on file with you, as well as any additional documents in your possession relating to the above specified Contract.

Exhibit F-1-2

If Item 5 above is checked, the Servicer hereby acknowledges that the Contract is the property of the Issuer and has been pledged to U.S. Bank National Association, as Trustee for the benefit of the Noteholders. Attached to this Request for Release is the written consent of the Control Party to the temporary release, for servicing purposes, of the Contract and related Contract File, to the Servicer. The Servicer agrees to return the Contract to the Custodian promptly upon the earlier of (x) the Control Party’s instruction to return a Contract to the Custodian and (y) the need therefor no longer existing; provided that if an Event of Default has occurred, the Servicer shall forthwith return to the Custodian each Contract temporarily delivered pursuant to Section 4.07 of the Indenture.

Exhibit F-1-3

IN WITNESS WHEREOF, the Issuer, the Servicer, and the Transferor have caused this Request for Release to be duly executed by their respective duly authorized officers as of ______ __, 20__.

LEAF Receivables Funding 7, LLC, as Issuer

By:

Print Name:

Title:

Date:

LEAF Commercial Capital, Inc., as Servicer

By:

Print Name:

Title:

Date:

LEAF Capital Funding, LLC, as Transferor

By:

Print Name:

Title:

Date:

Exhibit F-1-4

Schedule I

to Request for Release

Contract Assets to be released from Lien of Indenture

Exhibit F-1-5

Schedule II

to Request for Release

Substituted Contracts

Exhibit F-1-6

Exhibit F-2

to Indenture

FORM OF

RETURN OF DOCUMENTS TO CUSTODIAN

____________ __, 20__

U.S. Bank National Association (“U.S. Bank”)

1133 Rankin Street

St. Paul, Minnesota 55116

Attention: LEAF Receivables Funding 7, LLC,

Equipment Contract Backed Notes, Series 2011-2

Re:	Indenture, dated as of September 7, 2011 (the “Indenture”), between LEAF Receivables Funding 7, LLC (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”) and as custodian (the “Custodian”)

Ladies and Gentlemen:

In accordance with Section 4.07(c) of the Indenture, enclosed please find the Contract Files for the Contract(s) described below:

Obligors Name, Address, and Zip Code:

LEAF Contract Number:

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Indenture.

LEAF COMMERCIAL CAPITAL, INC.,

as Servicer

By:

Name:

Title:

RECEIPT ACKNOWLEDGED:

U.S. BANK NATIONAL ASSOCIATION,

as Custodian

By: ____________________

Name:

Title:

Date:

Exhibit F-2-1

Exhibit G

to Indenture

FORM OF CUSTODIAN AND TRUSTEE CERTIFICATE

(pursuant to Section 4.03(b) of the Indenture)

LEAF Receivables Funding 7, LLC, as Issuer 2005 Market Street, 14th Floor Philadelphia, Pennsylvania 19103 Attention: Miles Herman
U.S. Bank National Association, as Trustee 60 Livingston Avenue, EP-MN-WS3D St. Paul, Minnesota 55107	U.S. Bank National Association, as Custodian 1133 Rankin Street, EP-MN-TMZD St. Paul, Minnesota 55116

Re:

Ladies and Gentlemen:

1. This Certificate (and the attached Exception Report, if applicable) is delivered pursuant to Section 4.03(b) (and Section 3.01(d)) of the Indenture. Each capitalized term used and not otherwise defined herein has the meaning assigned thereto in the Indenture.

2. The Custodian hereby certifies that:

(a) it is holding each Contract listed on the Contract Schedule attached hereto as Schedule I (each a “Subject Contract” and, collectively, the “Subject Contracts”) as Custodian for the benefit of the Secured Parties;

(b) except as otherwise noted, it has received and reviewed each item listed below for each Subject Contract:

(i) copies of all UCC financing statements required to be filed to perfect the security interest in the related Equipment and the Related Security related thereto (except with respect to a Contract related to Equipment that had an original equipment cost at origination of less than (A) if such Contract is a secured loan or finance lease that provides for a $1 purchase option, $25,000, or (B) if such Contract provides for a “fair market value” purchase option, $50,000);

(ii) for such Contract the original equipment cost at origination of which equals or exceeds $100,000, a certificate or otherevidence of insurance indicating insurance payable to the Originator or an affiliate;

Exhibit G-1

(iii) for such Contract an original equipment cost at origination of which equals or exceeds $50,000, a certificate from the Obligor confirming its acceptance and delivery of the Equipment or any other document of similar import (for example, a delivery & acceptance certificate, a lease commencement authorization, a customer acknowledgement, a lease commencement and funding agreement, a commencement addendum, an installation certificate, an authorization to disburse advances, a commencement authorization, a telephone verification, or a pay proceeds letter, or such confirmation of acceptance and delivery is embedded on a lease schedule, lease document or shipping ticket); and

(iv) the one and only executed original counterpart of such Contract in the Servicer’s possession, or a machine copy thereof certified by an officer of the Servicer that such copy is a true and complete copy thereof;

(c) based on its examination of the Contract Files, the LEAF Contract Number with respect to each Subject Contract accurately reflects the information on the Contract Schedule attached hereto as Schedule I.

(d) each Subject Contract does not contain any notations on its face that purport to evidence any encumbrances or restrictions on transfer other than the stamp, if any, in favor of a prior lender which has signed a Release Agreement.

3. The Trustee hereby certifies that, with respect to all Contracts in the aggregate, it has received a copy of the Contract Schedule and an executed Assignment Agreement and executed Release Agreement related thereto.

[Signatures on Following Page]

Exhibit G-2

IN WITNESS WHEREOF, the Custodian and Trustee have caused this Custodian and Trustee Certificate to be executed by its duly authorized officer this ____ day of _____________, 20__.

U.S. BANK NATIONAL ASSOCIATION,

as Custodian and Trustee

By:______________________________

Name:

Title:

The undersigned, LEAF Receivables Funding 7, LLC, as the Issuer, hereby directs the Trustee to attach the Contract Schedule attached hereto as Schedule I to the Indenture as Schedule I thereto, with such Contract Schedule constituting the Contract Schedule, as contemplated by the Indenture and the other Transaction Documents, as of the Acquisition Date.

LEAF RECEIVABLES FUNDING 7, LLC, as Issuer

By:_____________________________

Name:

Title:

Exhibit G-3

Schedule I

to Custodian and Trustee Certificate

[Amendment to Contract Schedule, with any exceptions noted]

Exhibit G-4

Exhibit A

to Custodian and Trustee Certificate

[Exception Report]

Exhibit G-5

Exhibit H

to Indenture

[FORM OF PAYOFF LETTER]

[To be provided]

Exhibit H-1

Exhibit I

to Indenture

FORM OF INVESTMENT LETTER

LEAF RECEIVABLES FUNDING 7, LLC

EQUIPMENT CONTRACT BACKED NOTES, SERIES 2011-2 (THE “NOTES”)

LEAF Receivables Funding 7, LLC (the “Issuer”)

2005 Market Street, 14th Floor

Philadelphia, Pennsylvania 19103

Attention: Miles Herman

U.S. Bank National Association (the “Trustee”)

60 Livingston Avenue, EP-MN-WS3D

St. Paul, Minnesota 55107

Attention: LEAF Receivables Funding 7, LLC,

Equipment Contract Backed Notes,

Series 2011-2

Ladies and Gentlemen:

Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Indenture, dated as of September 7, 2011 (as amended, modified, or supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National Association, as Trustee and Custodian. Each capitalized term used and not otherwise defined herein has the meaning assigned thereto in the Indenture.

In connection with the purchase of the Note, the undersigned hereby represents and warrants on behalf of the Purchaser named below (the “Purchaser”) as follows:

1. I am an officer of the Purchaser familiar with its financial affairs and authorized to make the representations set forth in, and execute, this letter.

2. I am familiar with the provisions of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”).

a. The transaction meets the requirements of Rule 144A and the Purchaser is a “qualified institutional buyer,” as defined in Rule 144A.

b. The Purchaser is aware that the Issuer may rely on the exemption from the registration requirements of the 1933 Act provided by Rule 144A.

c. The Purchaser acknowledges that the Purchaser has (i) received such information regarding the Issuer’s Equipment Contract Backed Notes, Series 2011-2 [Class A-1/ Class A-2/Class B/Class C/Class D/Class E-1/Class E-2] (the “Notes”) as the Purchaser may require pursuant to Rule 144A or (ii) the Purchaser has determined not to request such information.

Exhibit I-1

3. The Purchaser is acquiring the Notes for its own account or the account of its affiliated entities for the purpose of investment or resale under Rule 144A and not with a view to the distribution thereof. Furthermore, if the Purchaser is purchasing Class E-2 Notes, the Purchaser is a U.S. person (“U.S. Person”) within the meaning of Regulation S under the 1933 Act.

4. The Purchaser understands that the Notes have not been and may never be registered under the 1933 Act or the securities laws of any state, that it is the expressed intent of the Issuer that the Notes are being issued only in transactions not involving any public offering within the meaning of the 1933 Act, and that the Notes will bear a legend substantially as set forth in the form of the Note attached to the Indenture.

5. The Purchaser has no present intention of selling, negotiating, or otherwise disposing of the Notes; provided, however, that it is understood that the disposition of the Purchaser’s property shall at all times be and remain within its control and without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of the Notes in accordance with the Indenture under a registration statement under the 1933 Act, or under an exemption from such registration available under the 1933 Act.

6. The Purchaser understands that the Notes were transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that if it decides to re-offer, resell, pledge, or otherwise transfer such Notes, it will do so only in accordance with applicable state securities laws and pursuant to Rule 144A to a Person whom the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom the holder has informed that such re-offer, resale, pledge, or other transfer is being made in reliance on Rule 144A or to the Issuer pursuant to the terms of the Indenture. Furthermore, if the Purchaser decides to re-offer, resell, pledge, or otherwise transfer any Class E-2 Notes, it will do so only to a U.S. Person.

7. Either (i) It is not (and for so long as it holds any Notes or an interest therein will not be), and is not acting on behalf of (and for so long as it holds any Notes or an interest herein will not be acting on behalf of), an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a plan described in Section 4975(e)(1) of the Code or an entity which is deemed to hold the assets of any such plan (“Plan Assets”) pursuant to 29 C.F.R. Section 2510.3-101 (the “Plan Asset Regulation”) [yes/no], (ii)(A) in the case of a Class A-1A Note, a Class A-1B Note, a Class A-2 Note, a Class B Note, a Class C Note, Class D Note or a Class E-1 Note, its purchase and ownership of the security will be covered by a prohibited transaction class exemption issued by the United States Department of Labor, (B) at the time of acquisition the notes are rated at least investment grade, and (C) it believes that the notes are properly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulation and agrees to so treat such Notes [yes/no], or (iii) it has provided the Trustee with an opinion of counsel, which opinion of counsel will not be at the expense of the Trustee, the Issuer, the Servicer, the Class A Note Insurer or the Initial Purchaser which opines that the purchase, holding, and transferring of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and will not subject the Trustee, the Issuer, the Servicer, the Class A Note Insurer or the Initial Purchaser to any obligation in addition to those undertaken in the Indenture [yes/no].

Exhibit I-2

8. The Purchaser has provided to the Trustee an accurate, complete, and duly executed United States Internal Revenue Service Form W-8BEN or W-9 (or successor applicable form) or such other document required or reasonably requested by the Trustee for purposes of establishing the Purchaser’s exemption from United States withholding tax and backup withholding tax.

9. The Purchaser agrees that (a) any sale, pledge, or other transfer of a Note (or any interest therein) made in violation of the transfer restrictions contained in the Indenture, or made based upon false or inaccurate representations made by the Transferee or a transferee to the Issuer, will be void and of no force or effect and (b) none of the Issuer, the Trustee, and the Note Registrar has any obligation to recognize any sale, pledge, or other transfer of a Note (or any interest therein) made in violation of any such transfer restriction or made based upon any such false or inaccurate representation.

The representations and warranties contained herein shall be binding upon the heirs, executors, administrators, and other successors of the undersigned. If there is more than one signatory hereto, the obligations, representations, warranties, and agreements of the undersigned are made jointly and severally.

Executed at ________________________, _____________________, this _____ day of _______________, 20__.

________________________________ ______________________________

Purchaser’s Name and Title (Print) Signature of Purchaser

_________________________________

Address of Purchaser

_________________________________

Purchaser’s Taxpayer Identification or

Social Security Number

Exhibit I-3

Exhibit J

to Indenture

FORM OF TRANSFER CERTIFICATE

(pursuant to 3.01(d) of Indenture)

U.S. Bank National Association, as Trustee

60 Livingston Avenue, EP-MN-WS3D

St. Paul, Minnesota 55107

Attention: LEAF Receivables Funding 7,

LLC, Equipment Contract Backed

Notes, Series 2011-2

Re:

Ladies and Gentlemen:

1. This Transfer Certificate is being delivered pursuant to Section 3.01(d) of the Indenture. Each capitalized term used and not otherwise defined herein has the meaning assigned thereto in the Indenture.

2, Attached hereto as Schedule I is the Amendment to Contract Schedule identifying each of the [Substitute Contracts] [Additional Contracts] (collectively, the “Subject Contracts”) subject to this Transfer Certificate.

3. Attached as Schedule II is the Contract Schedule as of the date hereof, as amended by the Amendment to Contract Schedule, along with any deletions authorized by a release signed by the Trustee.

The Transferor hereby represents and warrants that:

(i)

This Transfer Certificate has been duly authorized, executed, and delivered by the Transferor;

(ii)

Each Subject Contract satisfies each of the representations and warranties set forth in paragraph (3) or (4) of the related Assignment Agreement;

(iii)

All applicable filings required under Section 4.01(a)(v) and 4.02 of the Indenture have been made or are in effect;

(iv)

No Event of Default or Cumulative Net Loss Trigger Event exists prior to or will exist after giving effect to the acquisition of the Subject Contracts;

Exhibit J-1

(vii)

The Overconcentration Test and any additional overconcentration tests specified in the Insurance Agreement after giving effect to the acquisition of the Subject Contracts have been satisfied; and

(viii)

All other conditions to the acquisition by the Issuer of each Subject Contract applicable to it and specified in Section 3.01 of the Indenture, Section 3.04(b) of the Servicing Agreement (in the case of Substitute Contracts).

[The signature page follows. The remainder of this page is intentionally left blank.]

Exhibit J-2

IN WITNESS WHEREOF, the Transferor has caused this Transfer Certificate to be executed by its duly authorized officer this _____ day of _________________, 20__.

LEAF CAPITAL FUNDING, LLC

By:

__________________________________

Name:

__________________________________

Title:

__________________________________

Exhibit J-3

Sched. II-I

Execution Version

SCHEDULE II

TO INDENTURE

DEFINITIONS ANNEX

“Acquisition Date”: With respect to a Substitute Contract or Additional Contract, the date on which such Substitute Contract or Additional Contract is acquired by the Issuer pursuant to the Indenture, and for each Initial Contract, the Closing Date.

“Act”: With respect to any Noteholder, the meaning set forth in Section 14.02 of the Indenture.

“Additional Amount”: Means, with respect to any Payment Date, (1) if the Overcollateralization Percentage is greater than or equal to 2%, an amount equal to zero or (2) if the Overcollateralization Percentage is less than 2%, the amount necessary to reduce the Aggregate Outstanding Note Balance, sequentially as set forth in Section 13.03(c) of the Indenture, so that the Overcollateralization Percentage will equal 2% after giving effect to that Additional Amount.

“Additional Contracts”: Means those Contracts purchased by the Issuer, and pledged to the Trustee, with the amounts on deposit in the Prefunding Account.

“Additional Required Reserve Account Deposit”: Has the meaning assigned to it in Section 13.04(a) of the Indenture.

“Advance Payment”: With respect to a Contract and a Collection Period, any Scheduled Payment or portion thereof made by or on behalf of an Obligor and received by the Servicer during such Collection Period, which Scheduled Payment or portion thereof does not become due until a subsequent Collection Period. Prepayments are not “Advance Payments.”

“Affiliate”: With respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power (a) to vote ten percent (10%) or more of the securities or interests (on a fully diluted basis) having ordinary voting power for the directors, managers or managing partners (or their equivalent) of such Person or (b) to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Aggregate Initial Note Balance”: The sum of the Initial Note Balances for all Classes of Notes.

“Aggregate Outstanding Note Balance”: The sum of the Outstanding Note Balances for all Classes of Notes.

“Amendment to the Contract Schedule”: The list of Contracts, including all information set forth in the definition of “Contract Schedule”, amending the Contract Schedule pursuant to any substitution, modification or other acquisition of Contracts in accordance with the terms of the Transaction Documents.

“Assignment Agreement”: Means (a) the Assignment Agreement, dated as of September 7, 2011, between LEAF Capital Funding, LLC and the Issuer and (b) each other Assignment Agreement delivered pursuant to the Purchase and Contribution Agreement.

“Auction”: Is as defined in Section 11.06 of the Indenture.

“Auction Call Redemption”: Is as defined in Section 11.01 of the Indenture.

“Auction Trigger Payment Date”: Is as defined in Section 11.06 of the Indenture.

“Authenticating Agent”: Any entity appointed by the Trustee pursuant to Section 7.14 of the Indenture.

“Available Funds”: With respect to any Payment Date, (a) any payments on the Contracts (including Servicing Charges) received during the related Collection Period, (b) proceeds of any Servicer Advances made with respect to such Payment Date for delinquent Scheduled Payments, no later than immediately prior to such Payment Date, (c) all Recoveries, Insurance Proceeds, Residual Receipts and other amounts received with respect to the Contracts or Equipment, (d) payments made by the Transferor or the Servicer, as the case may be, to repurchase contracts affected by breaches of representations and warranties regarding the Contracts, or Delinquent Contracts or Defaulted Contracts and (e) any deposits from the Servicer Transition Account, the Reserve Account, the Capitalized Interest Account, and, to the extent applicable, the Prefunding Account and the Servicer Transition Account, each in accordance with the Indenture.

“Back-up Servicer”: Means U.S. Bank National Association, a national banking association, acting in the capacity of Back-up Servicer or as successor Servicer; and at such time, if any, that a successor Person shall have become the “Back-up Servicer” pursuant to the applicable provisions of the Servicing Agreement, the term “Back-up Servicer” shall also mean such successor Person.

“Back-up Servicer Default”: An occurrence of any of the following:

(a) Any failure on the part of the Back-up Servicer to duly observe or perform any covenants or agreements of the Back-up Servicer set forth in any Transaction Document or if any representation or warranty of the Back-up Servicer set forth in Section 7.01 of the Servicing Agreement or in any other Transaction Document shall prove to be incorrect, in any material respect, which failure or breach continues unremedied for a period of thirty (30) Business Days after the earlier of the date on which the Back-up Servicer becomes aware of such failure or breach or the date on which written notice of such failure or breach, requiring the situation giving rise to such breach or non-conformity to be remedied, shall have been given to the Back-up Servicer by the Issuer, the Trustee, or the Control Party; or

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(b) Any negligence or willful misconduct of the Back-up Servicer related to the Transaction Documents that results, or could reasonably be expected to result, in a material loss or damage to the Issuer, the Transferor, the Servicer, the Trustee, the Class A Note Insurer, any Noteholder or the Collateral; or

(c) A conviction of the Back-up Servicer or any of its officers of a felony or of any crime involving fraud in the discharge of fiduciary duties or the servicing of assets that could reasonably be expected to have a material adverse effect on the performance of the Back-up Servicer’s duties under the Transaction Documents; or

(d) The entry of a decree or order for relief by a court having jurisdiction in respect of the Back-up Servicer or a petition shall be filed against the Back-up Servicer in an involuntary case under any federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Back-up Servicer or for any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Back-up Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days; or

(e) The commencement by the Back-up Servicer of a voluntary case under any federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency, reorganization or similar law, or the consent by the Back-up Servicer to the appointment of or taking possession by a conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities, bankruptcy or similar proceedings of or related to the Back-up Servicer or related to a substantial part of its property, or the making by the Back-up Servicer of an assignment for the benefit of creditors, or the failure by the Back-up Servicer generally to pay its debts as such debts become due or if the Back-up Servicer shall admit in writing its inability to pay its debts as they become due, or the taking of corporate action by the Back-up Servicer in furtherance of any of the foregoing.

“Back-up Servicer Fee”: The monthly fee payable on each Payment Date to the Back-up Servicer in consideration for its performance of its duties as Back-up Servicer in an amount equal to the greater of (i) one twelfth (1/12th) of the product of the aggregate Discounted Pool Balance as of the Payment Date occurring immediately prior to the related Collection Period (or, in the case of the Initial Payment Date, the Initial Cut-Off Date) and the Back-up Servicer Fee Rate, and (ii) $3,000.00.

“Back-up Servicer Fee Rate”: 0.065% per annum.

“Back-up Servicer Fee Schedule”: That certain “Schedule of Fees as Backup Servicer” relating to the LEAF Receivables Funding 7, LLC, Equipment Contract Backed Notes, 2011-2, dated as of September 29, 2011.

“Bankruptcy Code”: The United States Bankruptcy Code, Title 11 of the United States Code, as amended from time to time, and any successor statute.

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“Base Premium Rate”: Means 0.70% per annum.

“Booked Residual”: With respect to any Contract on any date of determination, the residual value of the Equipment subject to such Contract, as reflected in LEAF Commercial Capital, Inc.’s (or an Affiliate’s) servicing system on the date such Contract was booked on LEAF Commercial Capital, Inc.’s (or an Affiliate’s) servicing system.

“Book-Entry Notes”: Notes registered in the name of a Security Depository or its nominee as described in Section 2.02(b) of the Indenture.

“Business Day”: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in New York City, the city in which the Servicer is located or the city in which the corporate trust office of the Trustee is located are authorized or obligated by law or executive order to be closed.

“Calculation Date”: Means, unless the context requires otherwise, the close of business on the last day of a Collection Period.

“Capitalized Interest Account”: The trust account created and maintained pursuant to Section 13.02 of the Indenture; provided, that in no event shall the Capitalized Interest Account be other than an Eligible Account.

“Class”: With respect to the Notes, the designation of either Class A-1A, Class A-1B, Class A-2, Class B, Class C, Class D, Class E-1 or Class E-2, with the specific senior or subordinated rights related to such designation as are identified in the Indenture.

“Class A Buyout Notice”: Has the meaning assigned in Section 6.16 of the Indenture.

“Class A Buyout Price”: Has the meaning assigned in Section 6.16 of the Indenture.

“Class A Insurance Policy”: Means the financial guaranty insurance policy issued by the Class A Note Insurer solely with respect to the Class A Notes and having policy number 93091.

“Class A Note Insurer”: Assured Guaranty Corp., a Maryland domiciled insurance company.

“Class A Note Insurer Default”: The occurrence and continuance of any one or more of the following events:

(a) the failure by the Class A Note Insurer to make a payment under the Class A Insurance Policy in accordance with its terms and such failure shall have continued for two (2) Business Days after the date due;

(b) the Class A Note Insurer shall (A) file a petition or commences a case or proceeding under any provision or chapter of the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, liquidation or reorganization, (B) make a general assignment for the benefit of its creditors, or (C) have an order for relief entered against it under the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, liquidation or reorganization, which is final and non-appealable; or

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(c) a court of competent jurisdiction, the New York Department of Insurance or any other competent regulatory authority shall have entered a final and non-appealable order, judgment or decree (i) appointing a custodian, trustee, agent or receiver for the Class A Note Insurer or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Class A Note Insurer (or the taking of possession of all or any material portion of the property of the Class A Note Insurer).

“Class A Note Insurer Premium”: For any Payment Date, the “Premium Amount” as defined in, and payable at the Base Premium Rate plus, if an Event of Default has occurred and is continuing, at the Default Premium Rate, to the Class A Note Insurer under, the Premium Letter.

“Class A Noteholder”: A Holder of any Class A Notes.

“Class A Notes”: Means the Class A-1A Notes, the Class A-1B Notes and the Class A-2 Notes.

“Class A Obligations”: Means (i) all amounts owed to the Class A Noteholders and the Class A Note Insurer under the Transaction Documents and (ii) the obligation to surrender the Class A Insurance Policy for cancellation upon payment of the amounts described in the foregoing clause (i); provided that, for purposes of any provision in any Transaction Document that requires the consent of the Class A Note Insurer when Class A Obligations remain outstanding, if the Class A Insurance Policy has been cancelled pursuant to, and in compliance with the provisions of, Section 6.16 of the Indenture, for purposes of such provision, no Class A Obligations shall be considered outstanding with respect to the Class A Note Insurer.

“Class A Scheduled Payments”: (a) for any Payment Date an amount equal to interest accrued on the Class A Notes during the related Interest Accrual Period at the applicable Note Rate; (b) on the Stated Maturity Date for the Class A-1A Notes, an amount equal to the Outstanding Note Balance of all outstanding Class A-1A Notes as of the opening of business on such Payment Date; (c) on the Stated Maturity Date for the Class A-1B Notes, an amount equal to the Outstanding Note Balance of all outstanding Class A-1B Notes as of the opening of business on such Payment Date; and (d) on Stated Maturity Date for the Class A-2 Notes, an amount equal to the Outstanding Note Balance of all outstanding Class A-2 Notes as of the opening of business on such Payment Date. Class A Scheduled Payments do not include payments which become due on an accelerated basis as a result of (i) a default by the Issuer, (ii) an election by the Issuer to pay principal on an accelerated basis, (iii) the acceleration of the maturity of the Class A Notes or the occurrence of an Event of Default or any other default under the Indenture or the Insurance Agreement, (iv) any mandatory or optional redemption or (v) any other cause, unless the Class A Note Insurer elects, in its sole discretion, to pay in whole or in part such principal due upon acceleration, together with any accrued interest to the date of acceleration (in which event Class A Scheduled Payments shall include such accelerated payments as, when and to the extent so elected by the Class A Note Insurer). In the event the

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Class A Note Insurer does not so elect, following any acceleration of the Class A Notes, the Class A Insurance Policy will continue to guarantee Class A Scheduled Payments due on the Class A Notes in accordance with its original terms. Class A Scheduled Payments will not include: (x) any portion of the Class A Note Interest due to Class A Noteholders because the appropriate notice and certificate for payment in proper form was not timely received by the Class A Note Insurer; (y) any portion of the Class A Note Interest due to Class A Noteholders representing interest on any past due Class A Note Interest to the extent such interest accrues from and after the date that the Class A Note Insurer has paid such past due Class A Note Interest; and (z) any payment of redemption price to be paid in respect of the Class A Notes unless the Class A Note Insurer elects, in its sole discretion, to pay any such amount in whole or in part. Class A Scheduled Payments also do not include any amounts owed to the Issuer, the Transferor, the Servicer, or any Affiliate of the Issuer, the Transferor, or the Servicer. Class A Scheduled Payments shall not include any amounts due in respect of the Class A Notes attributable to any increase in interest rate, penalty or other sum payable by the Issuer by reason of (i) any default or event of default in respect of the Class A Scheduled Payments due on the Class A Notes, or (ii) any deterioration of the creditworthiness of the Issuer, nor will Class A Scheduled Payments include, nor will coverage be provided under the Class A Insurance Policy in respect of, any taxes, withholding or other charge imposed by any governmental authority due in connection with the payment of any Class A Scheduled Payment to a Class A Noteholder. Class A Scheduled Payments do not include payments of principal or interest on the Class A Notes which payments have been received by the Trustee for payment thereof in accordance with the Indenture or under the Class A Insurance Policy but which have not been paid to any Class A Noteholders as a result of the insolvency, misconduct or negligence of the Trustee.

“Class A-1 Noteholder”: A Holder of Class A-1 Notes.

“Class A-1 Notes”: Means the Class A-1A Notes and the Class A-1B Notes.

“Class A-1A Noteholder”: A Holder of Class A-1A Notes.

“Class A-1A Notes”: The Equipment Contract Backed Notes, Series 2011-2, Class A-1A issued by LEAF Receivables Funding 7, LLC pursuant to the Indenture, with an Initial Note Balance of $15,000,000.

“Class A-1B Noteholder”: A Holder of Class A-1B Notes.

“Class A-1B Notes”: The Equipment Contract Backed Notes, Series 2011-2, Class A-1B issued by LEAF Receivables Funding 7, LLC pursuant to the Indenture, with an Initial Note Balance of $5,000,000.

“Class A-2 Noteholder”: A Holder of Class A-2 Notes.

“Class A-2 Notes”: The Equipment Contract Backed Notes, Series 2011-2, Class A-2 issued by LEAF Receivables Funding 7, LLC pursuant to the Indenture, with an Initial Note Balance of $61,995,000.

“Class B Noteholder”: A Holder of Class B Notes.

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“Class B Notes”: The Equipment Contract Backed Notes, Series 2011-2, Class B issued by LEAF Receivables Funding 7, LLC pursuant to the Indenture, with an Initial Note Balance of $5,403,000.

“Class C Noteholder”: A Holder of Class C Notes.

“Class C Notes”: The Equipment Contract Backed Notes, Series 2011-2, Class C issued by LEAF Receivables Funding 7, LLC pursuant to the Indenture, with an Initial Note Balance of $6,907,000.

“Class D Noteholder”: A Holder of Class D Notes.

“Class D Notes”: The Equipment Contract Backed Notes, Series 2011-2, Class D issued by LEAF Receivables Funding 7, LLC pursuant to the Indenture, with an Initial Note Balance of $3,119,000.

“Class E Noteholder”: A Holder of Class E Notes.

“Class E Notes”: Means the Class E-1 Notes and the Class E-2 Notes.

“Class E-1 Notes”: The Equipment Contract Backed Notes, Series 2011-2, Class E-1 issued by LEAF Receivables Funding 7, LLC pursuant to the Indenture, with an Initial Note Balance of $4,234,000.

“Class E-2 Notes”: The Equipment Contract Backed Notes, Series 2011-2, Class E-2 issued by LEAF Receivables Funding 7, LLC pursuant to the Indenture, with an Initial Note Balance of $3,342,000.

“Closing Date”: October 28, 2011.

“Code”: The Internal Revenue Code of 1986, as amended.

“Co-Trustee”: Has the meaning set forth in Section 7.12 of the Indenture.

“Collateral”: Has the meaning set forth in the Granting Clause of the Indenture.

“Collateral Purchase Notice Date”: Has the meaning assigned in Section 6.18(c) of the Indenture.

“Collection Account”: The segregated trust accounts and any related sub-accounts created and maintained pursuant to Section 13.02 of the Indenture; provided that in no event shall the Collection Account be other than an Eligible Account.

“Collection Costs”: With respect to any Contract and subject to the Servicer’s standard of care set forth in Section 3.02 of the Servicing Agreement, reasonable out-of-pocket costs and expenses incurred by the Servicer (including reasonable attorney’s fees and out-of-pocket expenses) and payable to Persons other than Affiliates of the Servicer in connection with the realization, attempted realization or enforcement of rights and remedies upon such Contract and as further described in Section 3.08 of the Servicing Agreement. For the avoidance of doubt, any Collection Costs applied to reduce Recoveries shall, to the extent of such reductions, be deemed to have been reimbursed and are no longer outstanding.

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“Collection Period”: With respect to any Payment Date, the immediately preceding calendar month.

“Collections”: As of any determination date, the sum of all amounts collected during a Collection Period (including Advance Payments which are due during such Collection Period but were collected by the Servicer during the preceding Collection Period) under or in respect of the Contract Assets, including, without limitation, all amounts consisting of Scheduled Payments, Contract Repurchase Prices, Guaranty Amounts, Insurance Proceeds and other Recoveries and Residual Receipts, but excluding any amounts consisting of Security Deposits.

“Contract”: As of any date of determination, a lease (including the master lease, if applicable), a loan, a leveraged lease loan, conditional sale or similar equipment finance contract conveyed on an Acquisition Date by the Transferor to the Issuer pursuant to the Purchase and Contribution Agreement and pledged to the Trustee in accordance with the Transaction Documents and including any substitutions therefor; provided that, from and after the date that such Contract is repurchased, substituted or released from the lien of the Indenture, each in accordance with the requirements of the Transaction Documents, such Contract shall no longer constitute a “Contract”.

“Contract Assets”: Collectively, as of any date of determination, (a) each Contract that is listed on the Contract Schedule from time to time, (b) all Receivables related thereto, (c) the interest of the Issuer in the Equipment related thereto, (d) the related Contract Files, (e) all other Related Security, and (f) any and all income and proceeds of the foregoing.

“Contract File”: With respect to each Contract, the following documentation (unless otherwise permitted by the Control Party): (a) the one and only executed original counterpart of such Contract (bearing the original signature of an employee of the relevant Originator, or if the contract was not originated by the relevant Originator, the originator thereof, together with an original or facsimile copy of the signature of the lessee) in the Servicer’s possession, or if the LEAF Parties are not in possession of such original, a machine copy thereof certified by an officer of the Servicer or the relevant Originator that such copy is a true and complete copy thereof; (b) copies of all UCC financing statements required to be filed to perfect the security interest in the related Equipment and the Related Security related thereto (except with respect to a Contract related to Equipment that had an original equipment cost at origination of less than (A) if such Contract is a secured loan or finance lease that provides for a $1 purchase option, $25,000, or (B) if such Contract provides for a “fair market value” purchase option, $50,000); and (c) copies of any additional documents (other than Servicing Documents) that the Servicer keeps on file with respect to such Contract, including copies of an Insurance Policy, if any, evidence of insurance, if any, and any other copies of documents evidencing or related to any Insurance Policy with respect to such Contract.

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“Contract Repurchase Price”: Means, with respect to any Contract repurchased by the Transferor pursuant to the Purchase and Contribution Agreement or by the Servicer pursuant to the Servicing Agreement or removed from the Collateral by the Issuer pursuant to the Indenture, the sum of (a) the Discounted Contract Balance (computed without giving effect to clause (c) of the definition of Discounted Contract Balance and without duplication of amounts) of the related Contract on the date of determination on or immediately preceding the date when the Contract is removed or repurchased, plus (b) the product of (i) 30% and (ii) the discounted Booked Residual relating to such Contract (computed using a discount rate of 5.00% per annum and assuming such Booked Residual is received six months from the end of such Contract term), minus (c) the sum of (i) the Discounted Contract Balance of any Contract provided in substitution therefor plus (ii) the product of (i) the Booked Residual relating to such Contract, (ii) 30% and (iii) a discount rate of 5.00% per annum (assuming such Booked Residual is received six months from the end of such Contract term).

“Contract Schedule”: The list of Contracts that are the subject of the transactions contemplated by the Transaction Documents, which list shall include (a) those Contracts listed on the Assignment Agreement delivered on the Closing Date and attached to the Indenture as Schedule I plus (b) any Contracts listed on an Amendment to the Contract Schedule as a result of the addition of any Substitute Contract or Additional Contract listed on any Assignment Agreement delivered after the Closing Date, less (c) any Contracts deleted as a result of a repurchase, substitution therefor, or release thereof pursuant to the Transaction Documents. The Contract Schedule shall include with respect to each Contract: (A) the LEAF Contract Number; (B) the name of the Obligor; (C) the State of the Obligor’s billing address; (D) the Discounted Contract Balance as of the related Cut-Off Date; (E) whether such Contract is a Delinquent Contract; (F) the remaining term; and (G) the original cost of the Equipment (but the Custodian need not verify such original cost). The Contract Schedule shall also include with respect to each Substitute Contract: (A) the LEAF Contract Number of the Contract being replaced and (B) the Discounted Contract Balance of the Contract being replaced as of the related Cut-Off Date. The Contract Schedule kept by the Trustee at its Corporate Trust Office shall be the definitive Contract Schedule for all purposes of the Indenture, absent manifest error (in which case the Contract Schedule shall be all schedules attached to any Officer’s Certificate delivered by the Servicer or the Issuer, to the Trustee relating to the Contract Schedule).

“Control Party”: Means (a) so long as any Class A Notes are outstanding or any Class A Note Insurer Premiums or Reimbursement Amounts owing to the Class A Note Insurer remain unsatisfied, (i) unless a Class A Note Insurer Default has occurred and is continuing, the Class A Note Insurer, or (ii) during the continuation of a Class A Note Insurer Default, the Class A Noteholders representing 66-2/3% of the Outstanding Note Balance of the Class A Notes, (b) after the Class A Notes have been paid in full and all accrued and unpaid Class A Note Insurer Premiums and Reimbursement Amounts owing to the Class A Note Insurer have been paid in full and for so long as any Class B Notes remain outstanding, the Class B Noteholders representing 66-2/3% of the Outstanding Note Balance of the Class B Notes, (c) after the Class A Notes and the Class B Notes have been paid in full and all accrued and unpaid Class A Note Insurer Premiums and Reimbursement Amounts owing to the Class A Note Insurer have been paid in full and for so long as any Class C Notes remain outstanding, the Class C Noteholders representing 66-2/3% of the Outstanding Note Balance of the Class C Notes, (d) after the Class A Notes, the Class B Notes, and the Class C Notes have been paid in full and all accrued and unpaid Class A Note Insurer Premiums and Reimbursement Amounts owing to the Class A Note Insurer have been paid in full and for so long as any Class D Notes remain outstanding, the Class D Noteholders representing 66-2/3% of the Outstanding Note Balance of the Class D Notes, (e) after the Class A Notes, the Class B Notes, the Class C

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Notes, and the Class D Notes have been paid in full and all accrued and unpaid Class A Note Insurer Premiums and Reimbursement Amounts owing to the Class A Note Insurer have been paid in full and for so long as any Class E-1 Notes remain outstanding, the Class E-1 Noteholders representing 66-2/3% of the Outstanding Note Balance of the Class E-1 Notes, or (f) after the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E-1 Notes have been paid in full and all accrued and unpaid Class A Note Insurer Premiums and Reimbursement Amounts owing to the Class A Note Insurer have been paid in full and for so long as any Class E-2 Notes remain outstanding, the Class E-2 Noteholders representing 66-2/3% of the Outstanding Note Balance of the Class E-2 Notes.

“Conveyed Assets”: Has the meaning set forth in Section 2.1(a) of the Purchase and Contribution Agreement.

“Corporate Trust Office”: The designated corporate trust office of the Trustee located, at the time of the execution of the Indenture at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, MN 55107, Attention: LEAF Receivables Funding 7, LLC, Equipment Contract Backed Notes, or at such other address as the Trustee may designate from time to time by notice to the parties to the Transaction Documents, or the principal corporate trust office of any permitted successor Trustee under the Indenture.

“Credit and Collection Policies”: Means collectively, the written collection and servicing policies of the Servicer and the Servicer’s Underwriting Guidelines, as in effect on the Closing Date, copies of each of which were delivered to the Back-up Servicer and the Class A Note Insurer prior to the Closing Date, as amended with prior written consent of the Control Party (in the case of material amendments) from time to time in accordance with Section 3.01(c)(ix) of the Servicing Agreement; provided that, if LEAF Commercial Capital, Inc. (or an Affiliate) is not the Servicer, the term “Credit and Collection Policies” shall mean the written collection and servicing procedures of such successor Servicer (which shall, at all times, be the standard industry credit and collection practice used by servicing companies of comparable size and experience in connection with loans and leases of the type transferred or pledged under the Indenture).

“Cumulative Net Loss Trigger Event”: Has the meaning set forth in Section 6.01(a)(ix) of the Servicing Agreement.

“Cumulative Net Loss Percentage”: Means, with respect to any Collection Period, the percentage equivalent of a fraction, (i) the numerator of which is the excess of (a) the Discounted Contract Balance (immediately prior to becoming a Defaulted Contract) of all Contracts that became Defaulted Contracts during such Collection Period and all prior Collection Periods and remain Defaulted Contracts over (b) the aggregate amount of all Recoveries collected by the Servicer with respect to such Defaulted Contracts and (ii) the denominator of which is the sum of the Discounted Contract Balances of the Initial Contracts as of the Initial Cut-Off Date and of the Additional Contracts as of their respective Cut-Off Dates.

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“Custodian”: Initially means U.S. Bank National Association, or such other party as is appointed in accordance with Article VIII of the Indenture to act as custodian to receive, inventory and maintain possession of the Contract Files in accordance with the requirements of the Indenture.

“Custodian Certificate”: The certificate, substantially in the form of Exhibit G attached to the Indenture, delivered by the Custodian to the Trustee and the Issuer pursuant to Section 4.03 of the Indenture.

“Custodian Fee”: Means the monthly fee payable on each Payment Date to the Custodian in an amount equal to the greater of (i) $60.00 and (ii) the actual per file fees, based on the Custodian’s schedule of fees then in effect, incurred during the related Collection Period with respect to activities involving the Contract Assets during such Collection Period, as further described in the Custodian Fee Schedule.

“Custodian Fee Schedule”: That certain “Schedule of Fees as Custodian” relating to the LEAF Receivables Funding 7, LLC, Equipment Contract Backed Notes, 2011-2, dated as of September 29, 2011.

“Cut-Off Date”: Means, with respect to the Initial Contracts, the Initial Cut-Off Date, and with respect to each Substitute Contract and Additional Contract, the close of business on the last day of the calendar month immediately preceding the calendar month in which such Substitute Contract or Additional Contract is pledged to the Trustee.

“DBRS”: DBRS, Inc.

“Default”: Any occurrence or circumstance which with notice or the lapse of time or both would become an Event of Default, unless any such particular occurrence or circumstance is waived as a “Default” in writing in accordance with the provisions of the Indenture; provided that, unless and until any such waiver is given, a “Default” shall be deemed to exist for all purposes under the Transaction Documents, even if the occurrence or circumstance giving rise to such Default is no longer continuing or has been cured.

“Default Notice Date”: Has the meaning set forth in Section 6.16 of the Indenture.

“Default Premium Rate”: Has the meaning set forth in the Premium Letter.

“Defaulted Contract”: Any Contract: (a) as to which an Insolvency Event has occurred with respect to the Obligor where the related lease has been rejected in the Obligor’s bankruptcy proceedings, (b) all or any portion of which has been or should have been, in accordance with the Credit and Collection Policies, written off on the Servicer's books as uncollectible, or (c) as to which more than 10% of a Scheduled Payment remains unpaid for 181 days or more from the original due date for such payment, without regard to any Servicer Advance, provided that a Contract shall no longer be a Defaulted Contract for any purpose of the Transaction Documents, upon the cure of the condition or event which caused it to be a Defaulted Contract.

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“Deferred Interest”: Has the meaning set forth in the definition of Note Current Interest.

“Definitive Notes”: Has the meaning set forth in Section 2.02(c) of the Indenture.

“Delinquent Contract”: Any Contract (a) as to which more than 10% of a Scheduled Payment was not received by the Servicer within sixty-one (61) days after the original due date for such Scheduled Payment, without regard to any Servicer Advance and (b) that is not a Defaulted Contract.

“Delinquency Ratio”: Means, with respect to any Determination Date, the quotient, expressed as a percentage, of (a) the aggregate Discounted Contract Balances of all Delinquent Contracts determined as of the end of the related Collection Period, divided by (b) the aggregate Discounted Contract Balances of all Contracts as of the last day of the related Collection Period.

“Determination Date”: With respect to any Payment Date, a date which is the eleventh day of the calendar month in which such Payment Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.

“Discount Rate”: 5.00% per annum.

“Discounted Contract Balance”: Means, with respect to any Contract, on any date of determination, the sum of the present value of all of the payments becoming or remaining due under such Contract after the end of the prior Collection Period, discounted monthly at the Discount Rate assuming (a) Scheduled Payments are due on the last day of each Collection Period in which a Scheduled Payment is due; (b) Scheduled Payments are discounted on a monthly basis using a 30-day month and a 360-day year; and (c) Scheduled Payments are discounted to the last day of the Collection Period prior to the Determination Date; provided, however, that the Discounted Contract Balance of any Defaulted Contract, Contract with respect to which a prepayment in full has been made, Disposed Contract or Contract purchased by the Transferor pursuant to the Purchase and Contribution Agreement shall be equal to zero.

“Discounted Pool Balance”: Means, as determined on any date of determination, the sum of (a) the Discounted Contract Balances of all Contracts and (b) the discounted Residual Receipts of all Contracts (assuming (1) such Residual Receipts are received six months from the end of the related Contract term, (2) the collection rate for Residual Receipts is equal to 30% of the Issuer’s related Booked Residual on the related residual payment date and (3) a discount rate of 5.00% per annum).

In connection with all calculations required to be made pursuant to the Transaction Documents with respect to the determination of the Discounted Pool Balance on any determination date, the discounted Residual Receipts for each Contract shall be calculated assuming: (a) the Residual Receipts are discounted on a monthly basis using a 30-day month and a 360-day year and (b) the Residual Receipts are discounted to the last day of the Collection Period prior to the determination date.

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“Disposed Contract”: Means, with respect to any Collection Period, a Contract (other than a Defaulted Contract) for which either (a) all Scheduled Payments and Residual Receipts with respect to such Contract have been received or (b) its initial term has expired and the residual value of the related Equipment has been determined to be zero by the Servicer in accordance with the Servicer’s customary servicing procedures; provided, however, that if four successive months have elapsed after the expiration of the initial term without the Servicer receiving all Scheduled Payments and any payment towards Residual Receipts with respect to such Contract, such Contract shall be deemed to be a Disposed Contract. Once a Contract is a Disposed Contract, it shall be released to the initial Servicer, or if the initial Servicer is no longer the Servicer, to the Issuer; provided, however, that in the event that any payment in respect of a Disposed Contract (including Residual Receipts) is received, such payment shall constitute Collections belonging to the Issuer and continue to be forwarded to the Collection Account.

“DTC”: Means The Depository Trust Company, a New York corporation and its successors and assigns.

“Due Date”: With respect to each Contract, each date on which a Scheduled Payment is due thereunder.

“Early Termination Contract”: Any Contract with respect to which the Servicer, in accordance with the Servicing Agreement, has allowed the Obligor to prepay or terminate early for any reason including, but not limited to, trade-in, upgrade, or declaration of obsolescence or surplus status relating to any of the related Equipment.

“EBITDA”: For LEAF Commercial Capital, Inc. and its consolidated subsidiaries, for any applicable period, without duplication for any item set forth below, the sum of net income, plus, to the extent deducted in determining net income, the sum of amounts attributable to (a) Interest Expense, (b) income tax expense, (c) depreciation, (d) amortization and (e) interest on subordinated debt and plus or minus any mark-to-market gains or losses.

“Electronic Ledger”: Means the electronic master record of the Contracts.

“Eligible Account”: A segregated trust account or accounts maintained with the corporate trust department of a federal or state-chartered depository institution or trust company whose long-term unsecured debt obligations are rated at least AA- by S & P, at least Aa3 by Moody’s and at least AA(low) by DBRS (if rated by DBRS) and which has a minimum capital and surplus of not less than $100,000,000.

“Eligible Contract”: Means, as of the applicable Acquisition Date, a Contract that satisfies the representations and warranties set forth in the Purchase and Contribution Agreement and in the Servicing Agreement.

“Eligible Investments”: Any and all of the following:

(a) direct obligations of, and obligations fully guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;

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(b) (i) demand and time deposits in, certificates of deposit of, banker’s acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or its agent acting in their respective commercial capacities) incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal and/or state authorities, provided that, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company has a short term unsecured debt rating in the highest available rating categories of each of S & P, Fitch, and each Rating Agency (if rated by such Rating Agency) or such lower rating as to which the Rating Agency Condition is satisfied, provided further that each such investment has an original maturity of no more than two hundred seventy (270) days, and (ii) such demand or time deposit or deposits are fully insured by the Federal Deposit Insurance Corporation;

(c) if the Class A Notes are paid in full and no Reimbursement Amounts are then owing to the Class A Note Insurer, repurchase obligations with a term not to exceed thirty (30) days with respect to any security described in clause (a) above and entered into with a depository institution or trust company (acting as a principal) rated in the highest available short term rating category by S & P, Fitch and each Rating Agency (if rated by such Rating Agency) at the time of such investment; provided that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (a) above and must (i) be valued weekly at current market price plus accrued interest, (ii) pursuant to such valuation, equal, at all times, one hundred five percent (105%) of the cash transferred by the Trustee in exchange for such collateral and (iii) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;

(d) commercial paper having an original maturity of less than two hundred seventy (270) days and issued by any corporation incorporated under the laws of the United States of America or any State thereof which is unaffiliated with any LEAF Party and has a short term unsecured debt rating in the highest available rating category of each of S & P, Fitch and each Rating Agency (if rated by such Rating Agency) at the time of such investment;

(e) if the Class A Notes are paid in full and no Reimbursement Amounts are then owing to the Class A Note Insurer, a guaranteed investment contract rated in the highest available rating category by each of S & P, Fitch and each Rating Agency (if rated by such Rating Agency) or issued by an insurance company or other corporation having a long term unsecured debt rating in the highest available rating category of each of S & P, Fitch and each Rating Agency (if rated by such Rating Agency) at the time of such investment; and

(f) money market funds having ratings in the highest available rating categories of each of S & P, Fitch and each Rating Agency (if rated by such Rating Agency) at the time of such investment (which shall include money market funds for which the Trustee or an Affiliate thereof is an advisor); any such money market funds which provide for demand withdrawals being conclusively deemed to satisfy any maturity requirement for Eligible Investments set forth in the Indenture.

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The Trustee may purchase from or sell to itself or an affiliate, as principal or agent, the Eligible Investments listed above. All Eligible Investments shall be made in the name of the Trustee for the benefit of the Secured Parties and no such Eligible Investments shall mature later than the Business Day preceding the next following Payment Date as required under Section 13.02(c) of the Indenture.

“Equipment”: The equipment and other personal property (tangible or intangible) of the type contemplated by the Credit and Collection Policies and that is being financed under a Contract.

“Equity Interest”: The one and only equity membership interest in the Issuer, entitling the owner thereof to one hundred percent (100%) of the capital, profits, losses and distributions in and from the Issuer, and one hundred percent (100%) of voting rights of an equity member.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended or any successor statute thereto.

“ERISA Affiliate”: Means any entity, whether or not incorporated, that, together with the Seller, is a member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Code.

“Event of Default”: Has the meaning set forth in Section 6.01 of the Indenture.

“Event of Servicing Termination”: Has the meaning set forth in Section 6.01(a) of the Servicing Agreement.

“Exception Report”: Any report by the Custodian identifying exceptions regarding Contract Assets and, if applicable, attached as an exhibit to the Custodian Certificate.

“Existing Indebtedness”: Any indebtedness identified in an Assignment Agreement that is secured in whole or in part by Contract Assets being acquired by the Issuer, and paid off or otherwise released, as of the related Acquisition Date.

“Final Due Date”: With respect to each Contract, the final Due Date thereunder.

“Final Order”: Means a final order of a court exercising proper jurisdiction in an insolvency proceeding with respect to which the appeal period has expired without an appeal having been filed.

“Fiscal Quarter”: Each quarter of each fiscal year, which shall be the three (3) months ended March 31, June 30, September 30 and December 31, unless the Servicer has otherwise notified the Trustee, the Back-up Servicer and the Control Party in writing prior to a change in its fiscal year.

“Fitch”: Means Fitch, Inc. and its successors in interest.

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“GAAP”: Generally accepted accounting principles as in effect in the United States as may be in place from time to time, applied on a consistent basis.

“Global Notes”: Means the Rule 144A Global Note, beneficial ownership and transfers of which shall be made through book entries by the Security Depository.

“Governmental Authority”: Means any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over any LEAF Party or any of its properties.

“Grant”: To grant, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm. A Grant in any collateral comprising the Collateral or of any instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim, collect, receive and receipt for payments in respect of the Contract Assets, or any other payment due thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Guaranty Amounts”: Any amounts paid by a guarantor (who is an Obligor) of a particular Contract.

“Impairment” shall mean, as of each Payment Date (as calculated immediately prior to the distributions pursuant to Section 13.03(c) or Section 13.03(d), as applicable, of the Indenture), an amount, if any, equal to the positive difference of (x) the Aggregate Outstanding Note Balance minus (y) the sum of (i) the Discounted Pool Balance and (ii) amounts on deposit in the Reserve Account, the Prefunding Account and the Capitalized Interest Account. Impairment with respect to each Class of Subordinated Notes as of each Payment Date shall be allocated, first, to the Class E-2 Notes, in an amount equal to the lesser of the Outstanding Note Balance of the Class E-2 Notes and the Impairment, second, to the Class E-1 Notes, in an amount equal to the lesser of the Outstanding Note Balance of the Class E-1 Notes and the Impairment, third, to the Class D Notes, in an amount equal to the lesser of the Outstanding Note Balance of the Class D Notes and the Impairment not yet allocated on such Payment Date, fourth, to the Class C Notes, in an amount equal to the lesser of the Outstanding Note Balance of the Class C Notes and the Impairment not yet allocated on such Payment Date, and fifth, to the Class B Notes, in an amount equal to the lesser of the Outstanding Note Balance of the Class B Notes and the Impairment not yet allocated on such Payment Date. For the avoidance of doubt, no Impairment shall be allocated to the Class A Notes, and the allocation of Impairment to a Class of Subordinated Notes shall be used only for the calculation of Note Current Interest with respect to such Class of Subordinated Notes and shall not reduce the Outstanding Note Balance of such Class of Subordinated Notes.

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“Indemnification Agreement”: The Indemnification Agreement, dated as of October 28, 2011, among the Class A Note Insurer, the Transferor, the Servicer, the Issuer, and the Initial Purchaser.

“Indenture”: The Indenture, dated as of September 7, 2011, among the Issuer, the Trustee and the Custodian, and any permitted supplements or amendments thereto.

“Independent”: When used with respect to any specified Person means such a Person, who (a) is in fact independent of the Issuer and the Servicer, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer or the Servicer or in any Affiliate thereof, (c) is not connected with the Issuer or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director, customer, supplier or person performing similar functions, (d) is not a person controlling or under common control with any such stockholder, customer, supplier or other person, and (e) is not a member of the immediate family of any such stockholder, director, officer, employee, customer, supplier or other person. Whenever it is herein provided that any Independent Person’s opinion or certificate shall be furnished to the Trustee, such Person shall be identified by an Issuer Order, and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof.

“Independent Accountants”: Ernst & Young LLP or any other independent certified public accountants of recognized national standing.

“Initial Contracts”: Means those Contracts transferred to the Issuer and pledged to the Trustee on the Closing Date.

“Initial Cut-Off Date”: Means October 1, 2011.

“Initial Discounted Pool Balance”: Means the Discounted Pool Balance as of the Initial Cut-Off Date.

“Initial Note Balance”: Means, with respect to any Class of Notes, the unpaid principal balance of such Class, as applicable, as of the Closing Date.

“Initial Payment Date” and “First Payment Date”: November 15, 2011.

“Initial Purchaser”: Means Guggenheim Securities, LLC.

“Initial Required Reserve Account Deposit”: Has the meaning assigned to it in Section 13.04(a) of the Indenture.

“Insolvency Event”: With respect to a specified Person, shall mean either of the following events: (a) a case or proceeding shall have been commenced against such Person seeking a decree or order in respect of such Person (i) under the Bankruptcy Code, as now constituted or hereafter amended or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Person or of any substantial part of such Person’s

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assets, or (iii) ordering the winding-up or liquidation of the affairs of such Person, and such case or proceeding shall remain undismissed or unstayed for sixty (60) days or more or such court shall enter a decree or order granting the relief sought in such case or proceeding; or (b) the commencement by such Person of a voluntary case under the Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person for any substantial part of such Person’s assets, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insurance Agreement”: The Insurance and Indemnity Agreement, dated as of October 28, 2011, among the Class A Note Insurer, the Issuer, the Trustee, the Transferor and the Servicer, as amended, supplemented or otherwise modified from time to time.

“Insurance Policy”: With respect to an item of Equipment and a Contract, any policy of insurance maintained by an Obligor pursuant to such Contract that covers physical damage to the Equipment and general liability (including policies procured by the Servicer on behalf of an Obligor). For the avoidance of doubt, the Class A Insurance Policy shall not constitute an Insurance Policy.

“Insurance Proceeds”: With respect to an item of Equipment, any amount received during the related Collection Period pursuant to an Insurance Policy issued with respect to the related Contract, net of any costs of collecting such amounts not otherwise reimbursed.

“Insurer”: Any insurance company or other Person providing any Insurance Policy covering Equipment.

“Interim Delinquency Ratio”: Means, with respect to the first three Determination Dates after the Closing Date, the average of the Delinquency Ratios for such Determination Date and each preceding Determination Date which occurred after the Closing Date.

“Interest Accrual Period”: With respect to any Payment Date, (i) with respect to each Class of Notes, the period commencing on and including the immediately preceding Payment Date and ending on and including the day immediately preceding such current Payment Date; provided that, in the case of the first Interest Accrual Period, such Interest Accrual Period shall commence on the Closing Date, and shall end on the day immediately preceding the Initial Payment Date.

“Interest Coverage Ratio”: The ratio of EBITDA to Interest Expense for the related fiscal quarter of LEAF Commercial Capital, Inc. (inclusive of any subsidiaries).

“Interest Expense”: The aggregate interest expense of LEAF Commercial Capital, Inc. and its consolidated subsidiaries (excluding interest on any non-recourse debt), determined in accordance with GAAP, consistently applied, including (without duplication) the portion of

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capitalized lease liabilities allocable to interest expense, plus (or minus) the net amount payable (or receivable) under all hedging agreements, minus the sum of any paid-in-kind interest expenses for the related Interest Accrual Period (but excluding any mark-to-market gain or loss on any swap or other hedge transaction).

“Investment Letter”: Has the meaning set forth in Section 2.06(e)(ii)(B) of the Indenture.

“Issuer”: LEAF Receivables Funding 7, LLC, and its successors and permitted assigns under the Indenture.

“Issuer Address”: LEAF Receivables Funding 7, LLC, 110 S. Poplar Street, Suite 101, Wilmington, Delaware 19801, facsimile number: 215-640-6363, Attention: Miles Herman, or such other address as is notified in writing to the Issuer, the Trustee, Custodian, Back-up Servicer and the Noteholders not less than thirty (30) days prior to the effectiveness of any change thereof.

“Issuer Order” and “Issuer Request”: A written order or request signed by an authorized officer of the Issuer and delivered to the Trustee.

“Joinder to Lockbox Intercreditor Agreement”: The joinder agreement to the Lockbox Intercreditor Agreement pursuant to which the Trustee becomes a party to the Lockbox Intercreditor Agreement.

“LEAF Contract Number”: The number assigned to a Contract by the Servicer, which number is used to identify Contracts and the related Contract Assets for all purposes under the Transaction Documents and the Lockbox Intercreditor Agreement and for all purposes by the Servicer and its Affiliates, including on any Custodian Certificate and any Officer’s Certificate delivered by the Servicer or the Issuer, the Contract Schedule, the Monthly Servicing Report and the Contract Files.

“LEAF Entity”: Means each of the Issuer, the Servicer, the Transferor and LEAF Capital Funding SPE A, LLC.

“LEAF Party”: Means each of the Issuer, each Originator, the Servicer and the Transferor.

“Lien”: Any security interest, lien, charge, pledge, equity or encumbrance of any kind other than Permitted Liens.

“Lockbox”: The post office or other lockbox to which Obligors have been directed to remit payments.

“Lockbox Account”: The deposit account (account number 153910088597) at the Lockbox Bank in the name of “U.S. Bank NA as Securities Intermediary for LEAF Financial and various lenders” or, if the Lockbox Intercreditor Agreement is terminated or LEAF Commercial Capital, Inc. (or an Affiliate) is no longer the Servicer, such other Lockbox Account as is established by the then Servicer with the consent of the Control Party if the Control Party is the Class A Note Insurer, otherwise with notice to the Control Party.

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“Lockbox Bank”: Means U.S. Bank National Association and its successor in interest or any successor approved in accordance with the Lockbox Intercreditor Agreement.

“Lockbox Intercreditor Agreement”: The Amended and Restated Lockbox Intercreditor Agreement, dated as of April 18, 2005, among the Lockbox Bank, the Servicer, certain other parties thereto and subsequent parties joined pursuant to the terms thereof (including the Issuer and the Trustee), as amended, supplemented or otherwise modified from time to time.

“Monthly Servicing Report”: The report prepared by the Servicer pursuant to Section 13.07 of the Indenture and Section 4.01 of the Servicing Agreement, substantially in the form of Exhibit A to the Servicing Agreement.

“Moody’s”: Moody’s Investors Service, Inc., and its successors in interest.

“No-Pay Contract”: Means (i) with respect to any Contract the first Scheduled Payment for which precedes the applicable Acquisition Date, that such first Scheduled Payment has not been received within thirty (30) days of the due date of such first payment and (ii) with respect to any other Contract, that the first Scheduled Payment for such Contract has not been received within sixty (60) days of the due date of such first payment.

“Noteholder” and “Holder”: The Person in whose name a Note is registered in the Note Register.

“Note Current Interest”: Means interest accrued during each Interest Accrual Period and payable to the Noteholders of a Class on the related Payment Date; provided however, that with respect to each Class of Subordinated Notes and on each Payment Date, interest shall be deemed not to have accrued during the previous Interest Accrual Period on an amount equal to the Impairment of such Class of Subordinated Notes (such interest that is deemed not to have accrued, “Deferred Interest”). Notwithstanding the foregoing, if, on any subsequent Payment Date and with respect to each Class of Subordinated Notes, no Impairment is allocated to such Class of Notes, all Deferred Interest for such Class of Subordinated Notes shall be deemed to have accrued during the immediately preceding Interest Accrual Period and be payable on such Payment Date as Note Current Interest.

“Note Insurance Guaranteed Payment”: Means any “Insured Amount” as such term is defined in the Class A Insurance Policy.

“Note Interest”: Means, with respect to a Class of Notes and any Payment Date, the sum of the Note Current Interest and any unpaid, overdue interest, if any, for such Class.

“Note Owner”: Means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Security Depository or on the books of a Person maintaining an account with such Security Depository (directly as a Security Depository Participant or as an indirect participant, in each case in accordance with the rules of such Security Depository) or the Person who is the beneficial owner of such Book-Entry Note, as reflected in the Note Register in accordance with Section 2.06 of the Indenture.

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“Note Percentage”: Means 90.85%.

“Note Purchase Agreement”: Means the Note Purchase Agreement, dated October 25, 2011, among the Transferor, the Issuer and the Initial Purchaser.

“Note Rate”: Means a per annum interest rate for each Class of Notes as set forth in the table below.

Class A-1A Notes	0.40%

Class A-1B Notes	0.50%

Class A-2 Notes	2.40%

Class B Notes	3.80%

Class C Notes	5.00%

Class D Notes	5.00%

Class E-1 Notes	5.50%

Class E-2 Notes	5.50%

“Note Register” and “Note Registrar”: Have the respective meanings set forth in Section 2.06 of the Indenture.

“Notes”: Any one or all of the Outstanding Equipment Contract Backed Notes, Series 2011-2, issued by LEAF Receivables Funding 7, LLC pursuant to the Indenture, in an Aggregate Initial Note Balance of $105,000,000, or as the context may require, a specific Class.

“Obligor”: The borrower or lessee under each Contract, including any guarantor of such Contract (other than any guarantor who is the vendor of the Equipment the subject of such Contract or the Person who originated such Contract), and their respective successors and assigns.

“Offering Circular”: The Offering Circular, dated October 28, 2011, relating to the initial offering of the Notes.

“Officer’s Certificate”: A certificate signed by the Chairman of the Board, the President, a Vice President, the Treasurer, the Controller, an Assistant Controller, the Secretary, or any Assistant Secretary of the Person on whose behalf the certificate is delivered, and delivered to the Trustee or the Initial Purchaser, as the case may be.

“One-Time Successor Servicer Fee”: Has the meaning set forth in Section 7.06 of the Servicing Agreement.

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“Opinion of Counsel”: A written opinion of counsel who may, except as otherwise expressly provided in the Indenture or required by the Control Party, be inside (but only with respect to internal corporate matters) or outside counsel for the Servicer, the Transferor or the Issuer, as applicable, and who shall be reasonably satisfactory to the Control Party and which opinion shall be addressed to the Noteholders, the Class A Note Insurer and/or the Trustee (as required by the applicable terms of the Transaction Documents) and be in form and substance reasonably satisfactory to the Control Party and the Trustee.

“Optional Redemption”: Is as defined in Section 11.01 of the Indenture.

“Originator”: LEAF Capital Funding, LLC, a Delaware limited liability company, or LEAF Funding, Inc., a Delaware corporation.

“Outstanding”: With respect to Notes, as of any date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(a) Notes previously canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(b) Notes for whose payment money in the necessary amount has been theretofore irrevocably deposited with the Trustee or any Paying Agent (other than the Issuer) in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or any provision therefor, satisfactory to the Trustee, has been made, in accordance with Article XI of the Indenture); and

(c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture, unless proof satisfactory to the Trustee is presented that any such Notes are held by a protected purchaser; provided that, for purposes of determining whether the Noteholders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes beneficially owned, directly or indirectly, by the Issuer, any other obligor upon the Notes, the Servicer, any Affiliate of the Issuer or of the Servicer or such other obligor shall be disregarded and deemed not to be outstanding; provided further that, in determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only such Notes as a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. For purposes of this definition, beneficial ownership shall be determined in accordance with Rule 13d-3 of the Securities and Exchange Commission, promulgated pursuant to the Securities Exchange Act of 1934, as amended.

Notwithstanding the foregoing, any Class A Note on which any portion of principal or interest has been paid by the Class A Note Insurer pursuant to the Class A Insurance Policy shall be classified as Outstanding until the Class A Note Insurer has been reimbursed in full therefor in accordance with the Insurance Agreement.

“Outstanding Note Balance”: With respect to any Class of Notes (including, for purposes of accruing interest thereon, any Notes called for redemption but not yet redeemed), the Initial Note Balance of such Class less the sum of all amounts actually distributed in respect of principal for such Class as of such date.

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“Overcollateralization Balance”: Means, with respect to any Payment Date, an amount equal to the excess, if an, of: (1) the Discounted Pool Balance as of the last day of the related Collection Period over (2) the Aggregate Outstanding Note Balance as of that Payment Date after giving effect to all principal payments to be made on that Payment Date related to the applicable Target Payment to the extent funds are available for distributions on the Notes after paying all amounts required to be paid prior to principal on the Notes on that Payment Date.

“Overcollateralization Percentage”: Means, with respect to any Payment Date, the ratio, expressed as a percentage, of the Overcollateralization Balance to the Initial Discounted Pool Balance.

“Overconcentration Test”: Means a test that is satisfied with respect to the Initial Contracts to be purchased by the Issuer on the Closing Date, or with respect to the Additional Contracts to be purchased by the Issuer on an Acquisition Date if each of the following statements would be true immediately after the purchase by the Issuer of such Initial Contracts or such Additional Contracts, as applicable:

(1)

The average Discounted Contract Balance of all Contracts (measured as of their respective Cut-Off Dates) does not exceed $30,000.

(2)

The sum of the Discounted Contract Balances of all Contracts (measured as of their respective Cut-Off Dates) related to any one Obligor does not exceed $850,000.

(3)

The sum of the Discounted Contract Balances (measured as of their respective Cut-Off Dates) of all Contracts arising from the largest ten (10) Obligors in the aggregate does not exceed 5.00% of the aggregate Discounted Contract Balances (measured as of the Cut-Off Date for each Contract).

(4)

The weighted average original term of all Contracts (measured as of their respective Cut-Off Dates) does not exceed fifty-three (53) months.

(5)

The sum of the Discounted Contract Balances of all Contracts (measured as of their respective Cut-Off Dates) with respect to which the related Equipment is located in New York does not exceed 16.00% of the aggregate Discounted Contract Balances (measured as of the Cut-Off Date for each Contract).

(6)

The sum of the Discounted Contract Balances of all Contracts (measured as of their respective Cut-Off Dates) with respect to which the related Equipment is located in California does not exceed 14.00% of the aggregate Discounted Contract Balances (measured as of the Cut-Off Date for each Contract).

(7)

The sum of the Discounted Contract Balances of all Contracts (measured as of their respective Cut-Off Dates) with respect to which the related Equipment is located in New Jersey does not exceed 10.00% of the aggregate Discounted Contract Balances (measured as of the Cut-Off Date for each Contract).

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(8)

The sum of the Discounted Contract Balances of all Contracts (measured as of their respective Cut-Off Dates) with respect to which the Scheduled Payments are not due on a monthly basis does not exceed 2.50% of the aggregate Discounted Contract Balances (measured as of the Cut-Off Date for each Contract).

(9)

The weighted average Fair Isaac’s Small Business Scoring Service credit score of the Obligor (measured as of their respective Cut-Off Dates) on all Contracts is at least 203.

(10)

The sum of the Discounted Contract Balances of all Contracts (measured as of their respective Cut-Off Dates) with respect to which the Equipment is office equipment does not exceed 75.00% of the aggregate Discounted Contract Balances (measured as of the Cut-Off Date for each Contract).

(11)

The purchase of such Initial Contracts or such Additional Contracts satisfies any other overconcentration test or criteria specified in the Insurance Agreement.

“Ownership Interest”: Means, with respect to any Note, any ownership interest in such Note, including any interest in such Note as the Noteholder thereof and any other interest therein, whether direct or indirect, legal or beneficial.

“Paying Agent”: The Trustee (or any other Person that meets the eligibility standards for the Trustee set forth in Section 7.08 of the Indenture and that is authorized pursuant to Section 7.15 of the Indenture to pay the principal of or interest on any Notes on behalf of the Issuer).

“Payment Date”: The first Payment Date shall be November 15, 2011, and each subsequent Payment Date shall be the 15th day of each month, or if such date is not a Business Day, the business day immediately following such 15th day.

“Permitted Liens”: Means (i) liens created under the Indenture in favor of the Trustee for the benefit of the Secured Parties, (ii) Liens created under the Assignment Agreements in favor of the Issuer, (iii) Liens for taxes not yet due and payable and for which adequate reserves are maintained in accordance with GAAP, (iv) mechanics’ liens filed on any Equipment that attach after the applicable Cut-Off Date and are not yet due and payable and if unpaid would not materially impair the value of such Equipment, (v) mechanics’ liens, property tax liens and other liens arising on the Equipment through an Obligor to the extent the Servicer has determined in good faith in accordance with its Credit and Collection Policies to not make an advance to discharge, and (vi) any Obligor’s right to quiet enjoyment and possession of any Equipment under the applicable Contract.

“Person”: Any individual, corporation, limited liability company, partnership, association, joint-stock company, trust (including any beneficiary thereof), unincorporated organization or other entity or government or any agency or political subdivision thereof.

“Plan”: An “employee benefit plan,” as defined in Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code.

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“Preference Amount”: Means any Scheduled Payment avoided as a preference payment under any applicable insolvency law and which is guaranteed under the Class A Insurance Policy.

“Prefunding Account”: The trust account created and maintained pursuant to Section 13.02 of the Indenture; provided, that in no event shall the Prefunding Account be other than an Eligible Account.

“Prefunding Period”: Means the period beginning on the Closing Date and ending on the earlier of (a) the day immediately preceding the third Payment Date and (b) the occurrence of an Event of Default that results in acceleration of the Notes and is not waived or cured on or before the next Payment Date.

“Preliminary Offering Circular”: The Preliminary Offering Circular, dated October 25, 2011, relating to the initial offering of the Notes.

“Premium Letter”: The letter agreement, dated as of the date hereof, among the Issuer, the Transferor, the Servicer, the Trustee and the Class A Note Insurer in connection with the Class A Insurance Policy, as amended, supplemented or otherwise modified from time to time.

“Prepayment”: With respect to a Collection Period and a Contract (except a Defaulted Contract), (i) the payment by the related Obligor of all remaining Scheduled Payments due on such Contract or (ii) as defined in the Credit and Collection Policies, so long as such amount is designated by the Obligor as a prepayment and the Servicer has consented to such prepayment. Advance Payments and Residual Receipts are not “Prepayments”.

“Prepayment Amount”: In the event that an Obligor requests an upgrade or trade-in of Equipment under a Contract and the Servicer has agreed to such request, the payment by the Servicer of an amount equal to the sum, without duplication, of (i) the Discounted Contract Balance as of the date of reconveyance, (ii) one month’s interest thereon at the Discount Rate, (iii) the discounted portion of the Booked Residual for such Contract and (iv) any Scheduled Payments due and outstanding under such Contract that have not been paid by the Obligor, all in connection with the removal of such Equipment and the related Contract from the Collateral.

“Principal Payment Amount”: Means, with respect to any Payment Date on which principal is to be paid, the sum of (1) the Target Payment and (2) the Additional Amount.

“Proceeding”: Any suit in equity, action at law or other judicial or administrative proceeding.

“Purchase and Contribution Agreement”: Means the Purchase and Contribution Agreement, dated as of September 7, 2011, between LEAF Capital Funding, LLC, as seller, and the Issuer, as purchaser.

“Purchase and Sale Agreement”: Means the Purchase and Sale Agreement, dated as of September 7, 2011, between LEAF Capital Funding SPE A, LLC, as seller, and LEAF Capital Funding, LLC, as purchaser.

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“Purchase Price”: Means, with respect to Contracts sold pursuant to any Assignment Agreement, the payment amount identified in Section 1 of such Assignment Agreement.

“QIB”: Means a “qualified institutional buyer” within the meaning of Rule 144A.

“Rating Agencies”: DBRS and Moody’s.

“Rating Agency Condition”: Means, with respect to any action and a Class of Notes, that each Rating Agency which shall have rated such Class shall have been given at least ten (10) Business Days (or such shorter period as is acceptable to such Rating Agency) prior written notice thereof.

“Receivable”: As of any date of determination, all Scheduled Payments and all other income, payments and proceeds of the Contracts (including Guaranty Amounts, Servicing Charges, Insurance Proceeds and other Recoveries or Residual Receipts) that are (1) collected on or after the applicable Cut-Off Date or (2) Advance Payments collected by the Servicer before the applicable Cut-Off Date but due in Collection Periods commencing on and after the applicable Cut-Off Date, and any Recoveries thereon; provided that, from and after the date, if any, on which the related Contract Assets are repurchased in accordance with Section 6.1(a) or Section 6.1(b) of the Purchase and Contribution Agreement or Section 3.09 of the Servicing Agreement, or substituted pursuant to Section 3.04 of the Servicing Agreement, such Receivable shall no longer constitute a “Receivable” for purposes of the Transaction Documents.

“Record Date”: With respect to each Payment Date, at the close of business on the Business Day immediately preceding such Payment Date; provided however, that the Record Date for any Class of Notes issued as a Definitive Note shall be the close of business on the last Business Day of the calendar month immediately preceding the applicable Payment Date.

“Recoveries”: For any Collection Period or portion thereof occurring after the date on which any Contract becomes a Defaulted Contract, all amounts received in respect of a Defaulted Contract, including, without limitation, amounts received in connection with the sale or other disposition of the related Equipment, Insurance Proceeds with respect to the related Equipment, legal judgments and settlements, collection agency efforts, or any other payments made by or on behalf of the related Obligor, as reduced by any reasonable out-of-pocket expenses incurred by the Servicer in enforcing such Contract or in liquidating such Equipment, in connection with such Defaulted Contract; provided, that in no event may Recoveries in respect of a Defaulted Contract be less than zero.

“Redemption Date”: The Payment Date elected pursuant to Section 11.01 of the Indenture for either an Optional Redemption or the Auction Call Redemption or any other Business Day mutually determined by the Issuer, the Noteholders and the Trustee.

“Redemption Price”: With respect to any Note as of the Redemption Date, the Outstanding Note Balance of the Notes, together with interest accrued thereon to the Redemption Date.

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“Registered Holder”: The Person whose name appears on the Note Register on the applicable Record Date.

“Reimbursement Amount”: Means on any Payment Date, the sum, without duplication, of (i) all Class A Scheduled Payments previously received by the Trustee from the Class A Note Insurer and not previously repaid to the Class A Note Insurer pursuant to the Indenture, plus (ii) interest accrued on each such Class A Scheduled Payments from the date the Trustee received the related amount to, but not including, such Payment Date that has not previously been repaid to the Class A Note Insurer, plus (iii) all amounts then owed by the Issuer to the Class A Note Insurer under the Insurance Agreement, including amounts owing in respect of reimbursements of amounts paid by the Class A Note Insurer under the Class A Insurance Policy, indemnification, or reimbursement of expenses, but excluding the Class A Note Insurer Premium.

“Related Security”: With respect to any Contract, all liens, security interests, guarantees, indemnities, warranties, letters of credit and other agreements securing or supporting payment on any Receivable or relating to any Equipment, including, with respect to any Receivables, any “supporting obligations” (as defined in 9-102 of the UCC) therefor, and all rights with respect to any vendors, dealers or manufacturers of the Equipment or other originators, including those arising under private label leases, all rights under any purchase or vendor agreements relating thereto, and all rights of the relevant Originator and its assignees with respect to the Contracts and related Equipment.

“Release Agreement”: The notice regarding prepayment of Existing Indebtedness and release of related collateral, substantially in the form of Exhibit H attached to the Indenture.

“Reporting Date”: The 11th day of each month or, if such day is not a Business Day, the next succeeding Business Day.

“Request for Release”: The request for release of certain specified Contracts, substantially in the form of Exhibit F-1 attached to the Indenture.

“Reserve Account”: The trust account created and maintained pursuant to Section 13.02 of the Indenture; provided, that in no event shall the Reserve Account be other than an Eligible Account.

“Residual Receipts”: Means, without duplication, (a) all proceeds of the sale of Equipment received by the Servicer at the end of the related Contract, whether to the related Obligor or to a third party, (b) any amounts collected by the Servicer as judgments against an Obligor or others related to the failure of such Obligor to pay any required amounts relating to the Booked Residual under the related Contract or to return the Equipment, (c) all proceeds from renewal payments made for the continued use of the Equipment after the original date of termination of the related Contract plus (d) any amounts not otherwise described above which are received by the Servicer and applied against the Booked Residual of such Contract in accordance with the Servicing Standard, in each case as reduced by any reasonable out-of-pocket expenses incurred by the Servicer in enforcing such Contract or in liquidating such Equipment; provided, that in no event may Residual Receipts in respect of a Contract or any Equipment be less than zero.

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“Responsible Officer”: (a) When used with respect to the Trustee or the Back-up Servicer, any officer of the Trustee or the Back-up Servicer, including any Vice President, Assistant Vice President, any Secretary or Assistant Secretary, any trust officer or any other officer of the Trustee or the Back-up Servicer customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to a particular matter, any other officer, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, in each case, having direct responsibility for the administration of the Indenture; and (b) when used with respect to the Servicer (if the Servicer is LEAF Commercial Capital, Inc. or any of its Affiliates) or the Issuer, any of the president, chief financial officer, chief operating officer, chief accounting officer, treasurer or any Vice-President.

“Rule 17g-5”: Is as defined in Section 7.01(k) of the Indenture.

“Rule 144A”: Means the rule designated as “Rule 144A” promulgated by the United States Securities and Exchange Commission under the Securities Act.

“Rule 144A Global Note”: Means the permanent global note, evidencing Notes, in the form of the Notes attached as Exhibits A-1, A-3, A-5, B-1, C-1, D-1, E-1 and E-3 to the Indenture, that is deposited with and registered in the name of the Security Depository or its nominee, representing the Notes sold in reliance on Rule 144A.

“Rule 144A Information”: Has the meaning set forth in Section 12.02(w) of the Indenture.

“S & P”: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and its successors in interest.

“Sale”: Has the meaning set forth in Section 6.18 of the Indenture.

“Scheduled Payment”: With respect to a Payment Date and a Contract, the periodic scheduled payment of rent or other payments on a monthly, quarterly, semi-annual or annual basis, in arrears or in advance as set forth in the Contract, and due from the Obligor in the related Collection Period, exclusive of any Servicing Charges and Residual Receipts (which Residual Receipts, for the avoidance of doubt, include all payments due after the Final Due Date for a Contract).

“Secured Parties”: Means, collectively, the Noteholders and the Class A Note Insurer.

“Securities Account Control Agreement”: Means the Securities Account Control Agreement, dated as of September 7, 2011, by and between the Issuer and the Trustee, as both securities intermediary and trustee.

“Securities Act”: The United States Securities Act of 1933, as amended.

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“Securities Intermediary”: Means U.S. Bank National Association in its capacity as Securities Intermediary pursuant to the Securities Account Control Agreement.

“Security Deposit”: Any amount paid to the Servicer or the relevant Originator and its assigns by an Obligor as a security deposit which has not previously been refunded to such Obligor or applied towards such Obligor’s obligations under such Contract.

“Security Depository”: Initially shall mean DTC, and otherwise shall mean any replacement thereof or successor thereto registered as a “Security Depository” pursuant to Section 17A of the Exchange Act.

“Security Depository Participant”: Means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Security Depository effects book-entry transfers and pledges of securities deposited with the Security Depository.

“Seller”: LEAF Capital Funding SPE A, LLC.

“Senior Debt”: The Aggregate Outstanding Note Balance of LEAF Capital Funding SPE A, LLC less the aggregate Outstanding Note Balance of the Class E-1 Notes and the Class E-2 Notes of LEAF Capital Funding SPE A, LLC plus any other revolving credit facility debt and recourse debt, but excluding any non-recourse term debt.

“Senior Leverage Ratio” means, as of the last day of any fiscal quarter of LEAF Commercial Capital, Inc. (inclusive of any subsidiaries), the ratio of Senior Debt to Tangible Net Worth, each as of that date.

“Servicer”: The servicer of the Contract Assets, which shall be LEAF Commercial Capital, Inc. (or an Affiliate) until such time, if any, as the Back-up Servicer or other successor Person shall have become the “Servicer” pursuant to the applicable provisions of the Servicing Agreement, whereupon “Servicer” shall mean such successor Person.

“Servicer Advance”: Means, in the event that any Obligor fails to remit the full Scheduled Payment due from it with respect to a Collection Period by the Determination Date related to such Collection Period, an advance, if any, made by the Servicer, at its election and from its own funds, prior to the related Payment Date of an amount equal to such unpaid Scheduled Payment.

“Servicer Fee”: The fee payable on each Payment Date to the Servicer in consideration for the Servicer’s performance of its duties under the Servicing Agreement during the related Collection Period, in an amount equal to the product of (a) one-twelfth (1/12) of the Servicer Fee Rate and (b) the aggregate Discounted Pool Balance as of the Payment Date occurring immediately prior to the related Collection Period (or, in the case of the Initial Payment Date, the Initial Cut–Off Date). If the Back-up Servicer shall become the successor Servicer, the Servicer Fee shall be subject to a minimum of $6,000 per month.

“Servicer Fee Rate”: 1.00% per annum; provided, however, if the Back-up Servicer becomes the Servicer, such rate shall be 1.50% per annum.

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“Servicer Financial Statements”: The financial statements described in Section 4.02(i) of the Servicing Agreement.

“Servicer Termination Notice”: The notice described in Section 6.01 of the Servicing Agreement.

“Servicer Transition Account”: The trust account created and maintained pursuant to Section 13.02 of the Indenture; provided, that in no event shall the Servicer Transition Account be other than an Eligible Account.

“Servicing Agreement”: The Servicing Agreement, dated as of September 7, 2011, among the Servicer, the Transferor, the Issuer, the Trustee and the Back-up Servicer, as amended, supplemented or otherwise modified from time to time.

“Servicing Charges”: Means the sum of (a) any late payment charges paid by an Obligor on a Contract after application of any such charges to amounts then due under such Contract and (b) any other incidental charges, or fees received from an Obligor, including (i) tax payments, insurance premium payments or reimbursements, late charges, documentation fees, extension fees, administrative charges and maintenance premiums and other pass-through items and (ii) prepayment charges paid by an Obligor in connection with a Prepayment.

“Servicing Documents”: Means all servicing records, servicing agreements, servicing rights, pledge agreements and any other collateral pledged or otherwise relating to the Contracts, together with all files, documents, instruments, certificates, correspondence, accounting books and records relating thereto or to the Contract Files.

“Servicing Officers”: Those officers of the Servicer involved in, or responsible for, the administration and servicing of the Contract Assets, as identified on a certificate delivered to the Trustee in accordance with Section 4.01(a)(ix) of the Indenture, as the same may be updated from time to time.

“Servicing Standard”: Has the meaning set forth in Section 3.02 of the Servicing Agreement.

“State”: Any state of the United States of America and, in addition, the District of Columbia.

“Stated Maturity Date”: Means, with respect to a Class of Notes, the Payment Date occurring in the applicable month set forth below.

Class A-1A Notes	October 2012

Class A-1B Notes	October 2012

Class A-2 Notes	April 2016

Class B Notes	March 2019

Class C Notes	March 2019

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Class D Notes	March 2019

Class E-1 Notes	March 2019

Class E-2 Notes	March 2019

“Substitute Contract”: A Contract substituted by the Transferor in replacement of one or more Contracts of the Issuer pursuant to the terms and provisions of the Transaction Documents.

“Subordinated Notes”: Means the Class B Notes, the Class C Notes, the Class D Notes, the Class E-1 Notes and the Class E-2 Notes.

“Tangible Net Worth”: The aggregate value of (a) LEAF Commercial Capital, Inc.’s preferred and common stock, plus retained earnings plus paid-in surplus minus treasury stock plus any subordinated debt (including, without duplication, the Class E-1 Notes and the Class E-2 Notes of LEAF Capital Funding SPE A, LLC), any accrued and unpaid dividends on preferred stock less (b) trademarks, goodwill, covenants not to compete and all other assets classified as intangible assets determined on a consolidated basis in accordance with GAAP (but excluding any mark-to-market gain or loss on any swap or other hedge transaction).

“Target Investor Principal Amount”: Means, with respect to any Payment Date, an amount equal to the product of (1) the Note Percentage and (2) the aggregate Discounted Pool Balance as of the last day of the immediately preceding Collection Period.

“Target Payment”: Means, with respect to any Payment Date, an amount necessary to reduce the Aggregate Outstanding Note Balance to the Target Investor Principal Amount.

“Target Required Reserve Account Amount”: Has the meaning assigned to it in Section 13.04(a) of the Indenture.

“Tax Lien”: A lien arising under Section 6321 of the Code.

“Three-Month Rolling Average Delinquency Ratio”: Means, with respect to any Determination Date commencing with the fourth Determination Date after the Closing Date, the average of the Delinquency Ratios for such Determination Date and the two preceding Determination Dates.

“Three-Month Rolling Average Delinquency Trigger Level”: Has the meaning set forth in Section 6.01(a) of the Servicing Agreement.

“Transaction Documents”: The Indenture, the Lockbox Intercreditor Agreement, each Assignment Agreement, the Note Purchase Agreement, the Servicing Agreement, the Purchase and Contribution Agreement, the Notes, the Joinder to Lockbox Intercreditor Agreement, the Securities Account Control Agreement, the Insurance Agreement, the Indemnification Agreement, the Class A Insurance Policy, the Premium Letter and each other document and/or instrument executed pursuant thereto or in connection therewith.

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“Transfer Certificate”: Has the meaning set forth in Section 3.01(a) of the Indenture.

“Transfer Taxes”: Means any tax, fee or other governmental charge payable to any federal, state or local government in connection with the sale of the Contract Assets to the Issuer pursuant to the Assignment Agreements and the pledge of the Contract Assets by the Issuer to the Trustee pursuant to the Indenture.

“Transferor”: Means LEAF Capital Funding, LLC, a Delaware limited liability company.

“Transition Costs”: Means any documented fees and expenses reasonably incurred by a successor Servicer, the Back-up Servicer or the Trustee in connection with a transfer of servicing under the Servicing Agreement, as provided in the Indenture and the Servicing Agreement; provided that the total amount of Transition Costs payable to all such Persons shall not exceed $150,000 in the aggregate.

“Trust Accounts”: Has the meaning set forth in Section 13.02(a) of the Indenture.

“Trustee”: The trustee under the Indenture which, initially, shall be U.S. Bank National Association until such time, if any, as a successor Person shall have become the Trustee pursuant to the applicable provisions of the Indenture, whereupon “Trustee” shall mean such successor Person.

“Trustee Fee”: The monthly fees payable on each Payment Date to the Trustee in consideration for the Trustee’s performance of its duties hereunder, as set forth in the Trustee Fee Schedule.

“Trustee Fee Schedule”: That certain “Schedule of Fees for Services as Trustee, Paying Agent, Registrar and Securities Intermediary” relating to the LEAF Receivables Funding 7, LLC, Equipment Contract Backed Notes, 2011-2, dated as of September 29, 2011.

“UCC”: The Uniform Commercial Code as then in effect in the State of New York, or where the context otherwise requires, the jurisdiction the law of which governs the perfection or priority of any applicable security interest.

“Underwriting Guidelines”: Means the underwriting guidelines of the Servicer as of the Closing Date, copies of which were delivered to the Class A Note Insurer.

“United States”: The United States of America and its territories.

“U.S. Person”: Means (other than for tax purposes) (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any estate of which an executor or administrator is a U.S. Person (other than an estate governed by foreign law and of which at least one executor or administrator is a non-U.S. Person who has sole or shared investment discretion with respect to its assets), (iv) any trust of which any trustee is a U.S. Person (other than a trust of which at least one trustee is a non-U.S. Person who has sole or shared investment discretion with respect to its assets and no

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beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person), (v) any agency or branch of a foreign entity located in the United States, (vi) any non-discretionary or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, (vii) any discretionary or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States (other than such an account held for the benefit or account of a non-U.S. Person), or (viii) any partnership or corporation organized or incorporated under the laws of a foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act (unless it is organized or incorporated, and owned, by accredited investors within the meaning of Rule 501(a) under the Securities Act who are not natural persons, estates or trusts); provided that, the term “U.S. Person” shall not include (A) a branch or agency of a U.S. Person that is located and operating outside the United States for valid business purposes as a locally regulated branch or agency engaged in the banking or insurance business, (B) any employee benefit plan established and administered in accordance with the law, customary practices and documentation of a foreign country, and (C) the international organizations set forth in Section 902(k)(2)(vi) of Regulation S under the Securities Act and any other similar international organizations, and their agencies, affiliates and pension plans.

“Vendor”: Any Equipment manufacturer, distributor, dealer or supplier with whom the Servicer or relevant Originator has a vendor program in effect pursuant to which the Servicer or such Originator acquires or otherwise originates Contracts used to finance equipment manufactured and/or distributed by such vendor and leased or otherwise financed by Obligors under such Contracts.

“Verification Date”: The third Business Day after each Reporting Date, by which time the Back-up Servicer must verify the information contained in the Monthly Servicing Report delivered on such Reporting Date.

“Warranty Event”: With respect to any Contract, (a) any breach of Section 4.1(a) of the Purchase and Contribution Agreement or clauses (3) or (4) of any Assignment Agreement that gives rise to a repurchase obligation under Section 6.1(a) of the Purchase and Contribution Agreement, (b) any breach of Section 2.02 of the Servicing Agreement that gives rise to a repurchase obligation under Section 3.09 of the Servicing Agreement, or (c) the circumstances described in Section 4.04(a) of the Indenture.

“Winning Bidder”: Is as defined in Section 11.06 of the Indenture.

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			PAGE
ARTICLE I DEFINITIONS			2

	Section 1.01	Definitions	2
	Section 1.02	Certain Rules of Construction	2

ARTICLE II NOTE FORM			2

	Section 2.01	Form Generally	2
	Section 2.02	Multiple Classes of Notes; Form for Each Class; Rights of Each Class	2
	Section 2.03	Denomination	5
	Section 2.04	Execution, Authentication, Delivery and Dating	5
	Section 2.05	Issuance of Definitive Notes	5
	Section 2.06	Registration, Registration of Transfer and Exchange	5
	Section 2.07	Mutilated, Destroyed, Lost or Stolen Note	5
	Section 2.08	Payment of Principal and Interest; Rights Preserved	12
	Section 2.09	Persons Deemed Owner	13
	Section 2.10	Cancellation	14
	Section 2.11	Notices to Security Depository	14
	Section 2.12	Tax Treatment; Withholding Taxes	14

ARTICLE III INITIAL, SUBSTITUTE AND ADDITIONAL CONTRACTS			15

	Section 3.01	Conditions Precedent to the Acquisition of Initial, Substitute and Additional Contracts	15

ARTICLE IV ISSUANCE OF NOTES; CERTAIN ISSUER OBLIGATIONS			17

	Section 4.01	Conditions to Issuance of Notes	17
	Section 4.02	Security for Notes	20
	Section 4.03	Review of Contract Files	21
	Section 4.04	Defective Contracts	22
	Section 4.05	Reserved	23
	Section 4.06	Administration of the Contract Assets	23
	Section 4.07	Releases	23

ARTICLE V SATISFACTION AND DISCHARGE			25

	Section 5.01	Satisfaction and Discharge of Indenture	25

ARTICLE VI DEFAULTS AND REMEDIES			25

	Section 6.01	Events of Default	25
	Section 6.02	Acceleration of Maturity; Rescission and Annulment	26
	Section 6.03	Collection of Indebtedness and Suits for Enforcement by Trustee	27

	Section 6.04	Remedies	28
	Section 6.05	Optional Preservation of Collateral	28
	Section 6.06	Trustee May File Proofs of Claim	29
	Section 6.07	Trustee May Enforce Claims Without Possession of Notes	30
	Section 6.08	Application of Money Collected	30
	Section 6.09	Limitation on Suits	30
	Section 6.10	Unconditional Right of the Noteholders to Receive Principal and Interest	31
	Section 6.11	Restoration of Rights and Remedies	31
	Section 6.12	Rights and Remedies Cumulative	31
	Section 6.13	Delay or Omission Not Waiver	31
	Section 6.14	Control by Control Party	31
	Section 6.15	Waiver of Certain Events by the Control Party	32
	Section 6.16	Additional Rights of Subordinate Noteholders	32
	Section 6.17	Waiver of Stay or Extension Laws	34
	Section 6.18	Sale of Collateral	34
	Section 6.19	Action on Notes	36

ARTICLE VII THE TRUSTEE			36

	Section 7.01	Certain Duties and Immunities	36
	Section 7.02	Notice of Default and Other Events	38
	Section 7.03	Certain Rights of Trustee	38
	Section 7.04	Not Responsible for Recitals or Issuance of Notes	40
	Section 7.05	May Hold Notes	41
	Section 7.06	Money Held in Trust; Collateral	41
	Section 7.07	Compensation and Reimbursement	41
	Section 7.08	Corporate Trustee Required; Eligibility	42
	Section 7.09	Resignation and Removal; Appointment of Successor	42
	Section 7.10	Acceptance of Appointment by Successor	44
	Section 7.11	Merger, Conversion, Consolidation or Succession to Business of Trustee	44
	Section 7.12	Co-Trustees and Separate Trustees	44
	Section 7.13	Maintenance of Office or Agency; Initial Appointment of Payment Agent	46
	Section 7.14	Appointment of Authenticating Agent	46
	Section 7.15	Appointment of Paying Agent other than Trustee; Money for Note Payments to be Held in Trust	47
	Section 7.16	Rights with Respect to the Servicer and Back-up Servicer	48
	Section 7.17	Representations and Warranties of the Trustee	48

ARTICLE VIII THE CUSTODIAN			50

	Section 8.01	Appointment of Custodian	50
	Section 8.02	Removal of Custodian	50
	Section 8.03	Termination by Custodian	50
	Section 8.04	Limitations on the Custodian’s Responsibilities	51
	Section 8.05	Limitation on Liability	52

	Section 8.06	Custodian Obligations Regarding Genuineness of Documents	53
	Section 8.07	Force Majeure	53

ARTICLE IX THE CLASS A INSURANCE POLICY			53

	Section 9.01	Claims Under Class A Insurance Policy.	53
	Section 9.02	Preference Claims Under Class A Insurance Policy.	54
	Section 9.03	Collateral and Trust Accounts Held for Benefit of the Class A Note Insurer	56
	Section 9.04	Preservation of the Class A Note Insurer’s Rights	56
	Section 9.05	Pending Litigation	56
	Section 9.06	Class A Note Insurer’s Rights	56
	Section 9.07	Notices to the Class A Note Insurer	58
	Section 9.08	Surrender of Class A Insurance Policy	58

ARTICLE X SUPPLEMENTAL INDENTURES			58

	Section 10.01	Supplemental Indentures without Consent of the Noteholders	58
	Section 10.02	Supplemental Indentures with Consent of the Noteholders	59
	Section 10.03	Execution of Supplemental Indentures	60
	Section 10.04	Effect of Supplemental Indentures	60
	Section 10.05	Reference in Notes to Supplemental Indentures	61
	Section 10.06	Amendments Affecting the Class A Note Insurer; Consent of Note Insurer	61
	Section 10.07	Back-Up Servicer Consent	61
	Section 10.08	Amendments to the Lockbox Intercreditor Agreement	61

ARTICLE XI REDEMPTIONS AND PREPAYMENTS OF NOTES			61

	Section 11.01	Redemptions of Notes	61
	Section 11.02	Redemption Procedures	62
	Section 11.03	Notice of Redemption to Noteholders	63
	Section 11.04	Amounts Payable on Redemption Date	63
	Section 11.05	Release of Contract Assets in Connection with Redemptions	64
	Section 11.06	Auction of Collateral	64

ARTICLE XII REPRESENTATIONS, WARRANTIES AND COVENANTS			65

	Section 12.01	Representations and Warranties	65
	Section 12.02	Covenants	71

ARTICLE XIII ACCOUNTS AND ACCOUNTINGS			77

	Section 13.01	Collection of Money	77
	Section 13.02	Establishment of Trust Accounts	77
	Section 13.03	Collection Account	79
	Section 13.04	Reserve Account	84

	Section 13.05	Servicer Transition Account	85
	Section 13.06	Prefunding Account	85
	Section 13.07	Capitalized Interest Account	86
	Section 13.08	Reports to the Noteholders	86
	Section 13.09	Monthly Servicing Reports	87

ARTICLE XIV PROVISIONS OF GENERAL APPLICATION			87

	Section 14.01	General Provisions	87
	Section 14.02	Acts of Noteholders	87
	Section 14.03	Notices	88
	Section 14.04	Notices to Noteholders; Waiver	88
	Section 14.05	Successors and Assigns	89
	Section 14.06	Severability; No Waiver	89
	Section 14.07	Benefits of Indenture Limited to Parties and Express Third Party Beneficiaries	89
	Section 14.08	Legal Holidays	90
	Section 14.09	Governing Law; Waiver of Jury Trial; Consent to Jurisdiction	90
	Section 14.10	Counterparts; Entire Agreement	90
	Section 14.11	Notifications	91
	Section 14.12	No Petition	91
	Section 14.13	Assignment	91

Schedule I		Contract Schedule
Schedule II		Definitions Annex

A-1	Form of Global Class A-1A Note
A-2	Form of Definitive Class A-1A Note
A-3	Form of Global Class A-1B Note
A-4	Form of Definitive Class A-1B Note
A-3	Form of Global Class A-2 Note
A-4	Form of Definitive Class A-2 Note
B-1	Form of Global Class B Note
B-2	Form of Definitive Class B Note
C-1	Form of Global Class C Note
C-2	Form of Definitive Class C Note
D-1	Form of Global Class D Note
D-2	Form of Definitive Class D Note
E-1	Form of Global Class E-1 Note
E-2	Form of Definitive Class E-1 Note
E-3	Form of Global Class E-2 Note
E-4	Form of Definitive Class E-2 Note
F-1	Form of Request for Release
F-2	Form of Return of Documents to Custodian
G	Form of Custodian and Trustee Certificate
H	Form of Release Agreement Re: Existing Indebtedness
I	Form of Investor Certificate
J	Form of Transfer Certificate

U.S. Bank National Association, as Trustee
	By:
		As Authenticating Agent

	By:
		Authorized Officer

	LEAF Receivables Funding 7, LLC, as Issuer

	By:
	Name:
	Title:

	U.S. Bank National Association, as Trustee

	By:
	Name:
	Title:

	U.S. Bank National Association, as Custodian

	By:
	Name:
	Title: