LEAF Equipment Leasing Income Fund III, L.P. Sample Contracts

SEVENTH AMENDMENT TO RECEIVABLES LOAN AND SECURITY AGREEMENT
Receivables Loan and Security Agreement • March 16th, 2009 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

THIS SEVENTH AMENDMENT TO THE RECEIVABLES LOAN AND SECURITY AGREEMENT, dated as of November 13, 2008 (this “Amendment”), is entered into by and among:

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AMENDMENT No. 4 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • August 14th, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of June 1, 2008 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation (the “Originator”) and LEAF FUND III, LLC, a Delaware limited liability company (the “Borrower”).

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FIRST AMENDMENT TO INDENTURE (2010-4)
Indenture • March 28th, 2013 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

This First Amendment (this “Amendment”) to the Indenture referenced below is entered into as of September 28, 2012 (the “First Amendment Signing Date”), by and among LEAF Receivables Funding 5, LLC, a Delaware limited liability company, as Issuer (the “Issuer”), and U.S. Bank National Association (“U.S. Bank”), as Trustee (the “Trustee”) and as Custodian (the “Custodian”). The effective date of this Amendment is July 31, 2012 (the “Effective Date”).

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U.S. $150,000,000 RECEIVABLES LOAN AND SECURITY AGREEMENT Dated as of November 21, 2008 Among LEAF III C SPE, LLC, as the Borrower, LEAF FUNDING, INC., as the Originator, LEAF FINANCIAL CORPORATION, as the Servicer, LEAF EQUIPMENT LEASING INCOME FUND...
Receivables Loan and Security Agreement • March 16th, 2009 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York
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AMENDMENT NO. 5 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • March 16th, 2009 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of March 6, 2009, among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING, INC., a Delaware corporation (the “Originator”) and LEAF FUND III, LLC, a Delaware limited liability company (the “Borrower”).

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EIGHTH AMENDMENT TO RECEIVABLES LOAN AND SECURITY AGREEMENT AND WAIVER
Receivables Loan and Security Agreement and Waiver • August 10th, 2009 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

THIS EIGHTH AMENDMENT TO THE RECEIVABLES LOAN AND SECURITY AGREEMENT AND WAIVER, dated as of June 18, 2009 (this “Amendment”), is entered into by and among:

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LEAF EQUIPMENT LEASING INCOME FUND III, L.P. DEALER-MANAGER AGREEMENT WITH CHADWICK SECURITIES, INC.
Selling Dealer Agreement • November 24th, 2006 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania

The undersigned, LEAF Asset Management, LLC (the “General Partner”), and LEAF Equipment Leasing Income Fund III, L.P. (the “Partnership”), confirm their agreement with you, as Dealer-Manager, as set forth below.

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AMENDMENT No. 6 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • April 2nd, 2010 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of February 25, 2010 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING, INC., a Delaware corporation (the “Originator”) and LEAF FUND III, LLC, a Delaware limited liability company (the “Borrower”).

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CREDIT AGREEMENT Dated March 30, 2007, by and among LEAF EQUIPMENT LEASING INCOME FUND III, L.P. as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, and NATIONAL CITY BANK, as the Agent...
Credit Agreement • May 15th, 2007 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

THIS CREDIT AGREEMENT, dated March 30, 2007, is by and among LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (the “Borrower”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), and NATIONAL CITY BANK, a national banking association (“National City”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).

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CREDIT AGREEMENT Dated as of April 30, 2010 between LEAF Equipment Leasing Income Fund III, L.P., as Borrower, and Broadpoint Products Corp., as Lender $5,000,000 Term Loan Facility
Credit Agreement • August 16th, 2010 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

CREDIT AGREEMENT dated as of April 30, 2010, between LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership (the “Borrower”), and Broadpoint Products Corp., a Delaware corporation (the “Lender”).

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FORM OF ORIGINATION AND SERVICING AGREEMENT
Origination and Servicing Agreement • October 2nd, 2006 • LEAF Equipment Leasing Income Fund III, L.P. • Pennsylvania

ORIGINATION AND SERVICING AGREEMENT, dated as of the __ day of __________, 200___ (the “Agreement”) by and between LEAF EQUIPMENT LEASING INCOME FUND III, L.P. (“LEAF III”), a Delaware limited partnership, 1818 Market Street, 9th Floor, Philadelphia, PA 19103, LEAF FINANCIAL CORPORATION (“LEAF Financial”), a Delaware corporation, 1818 Market Street, 9th Floor, Philadelphia, PA 19103 [110 S. Poplar Street, Suite 101, Wilmington, DE 19801], and LEAF FUNDING, INC. (“LEAF Funding”), a Delaware corporation, 1818 Market Street, 9th Floor, Philadelphia, PA 19103.

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AMENDMENT AGREEMENT NO. 2
Agreement • April 28th, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

AMENDMENT AGREEMENT NO. 2, dated as of April 22, 2008 (this “Agreement”), among LEAF III A SPE, LLC, a Delaware limited liability company (“Borrower”), LEAF FINANCIAL CORPORATION, a Delaware corporation (“LEAF Financial”), as servicer (in such capacity, together with its successors and assigns, the “Servicer”), LEAF FUNDING, INC., a Delaware corporation (“LEAF Funding”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF III”), the Required Lenders and MERRILL LYNCH BANK USA, a Utah industrial bank (“MLBUSA”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”).

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MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • April 28th, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • Delaware

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of this 22nd day of April, 2008, by and between LEAF Funding, Inc., a Delaware corporation (“Seller”), and LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership (“Buyer”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 14th, 2007 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania

This FIRST AMENDMENT TO CREDIT AGREEMENT (the “First Amendment”) dated May __, 2007, is by and between LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (the “Borrower”), and National City Bank, as the sole Lender on the date hereof (the “Lender”), and as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lender and other lenders from time to time (the “Lenders”).

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2009 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

This First Amendment (this “Amendment”) to the Loan and Security Agreement referenced below is entered into as of February 23, 2009, among LEAF III B SPE, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), the Lenders party thereto (the “Lenders”), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as paying agent (together with its successors and assigns in such capacity, the “Paying Agent”), KEY EQUIPMENT FINANCE INC., a Michigan corporation (“KEF”), as facility agent and collateral agent (together with its permitted successors in such capacities, the “Facility Agent” and the “Collateral Agent”) and the REQUIRED LENDERS.

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AMENDMENT No. 2 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • March 31st, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of December 21, 2007 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”). LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation (the “Originator”) and LEAF FUND III, LLC, a Delaware limited liability company (the “Borrower”).

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEAF EQUIPMENT LEASING INCOME FUND III, L.P.
LEAF Equipment Leasing Income Fund III, L.P. • April 15th, 2008 • Services-miscellaneous equipment rental & leasing

This Amendment No. 1 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership (the “Agreement”) of LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership (the “Partnership”), is made as of February 1, 2008, by LEAF Asset Management, LLC, a Delaware limited liability company (the “General Partner”), the general partner of the Partnership. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEAF EQUIPMENT LEASING INCOME FUND III, L.P.
LEAF Equipment Leasing Income Fund III, L.P. • October 20th, 2011 • Services-miscellaneous equipment rental & leasing

This Amendment No. 2 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership (the “Agreement”) of LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership (the “Partnership”), is made as of October 17, 2011, by LEAF Asset Management, LLC, a Delaware limited liability company, the general partner of the Partnership, on behalf of the Partnership. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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FORBEARANCE AND RESERVATION OF RIGHTS
Forbearance and Reservation of Rights • May 15th, 2009 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

This FORBEARANCE AND RESERVATION OF RIGHTS (this “Forbearance”), dated as of May 14, 2009, is entered into by and among LEAF CAPITAL FUNDING III, LLC (the “Borrower”), LEAF FINANCIAL CORPORATION (the “Servicer”), MORGAN STANLEY BANK, N.A. (f/k/a Morgan Stanley Bank) (“Morgan Stanley”), as a Class A Lender and Collateral Agent, MORGAN STANLEY ASSET FUNDING INC. (“Morgan Stanley AFI”), as a Class B Lender, THE ROYAL BANK OF SCOTLAND PLC (“RBS”), as a Class A Lender and as a Class B Lender (the Class A Lenders and the Class B Lenders shall be collectively referred to herein as the “Lenders”) and MORGAN STANLEY CAPITAL SERVICES INC. (the “Qualifying Swap Counterparty”).

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AMENDMENT No. 5 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • August 10th, 2009 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of June 26, 2009 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation (the “Originator”) and LEAF FUND III, LLC, a Delaware limited liability company (the “Borrower”).

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LEAF EQUIPMENT LEASING INCOME FUND III, L.P. DEALER-MANAGER AGREEMENT WITH CHADWICK SECURITIES, INC.
Escrow Agreement • January 12th, 2007 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania

The undersigned, LEAF Asset Management, LLC (the “General Partner”), and LEAF Equipment Leasing Income Fund III, L.P. (the “Partnership”), confirm their agreement with you, as Dealer-Manager, as set forth below.

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WAIVER AND AMENDMENT AGREEMENT
Waiver and Amendment Agreement • April 4th, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

WAIVER AND AMENDMENT AGREEMENT, dated as of March 31, 2008 (this “Agreement”), among LEAF III A SPE, LLC, a Delaware limited liability company (“Borrower”), LEAF FINANCIAL CORPORATION, a Delaware corporation (“LEAF Financial”), as servicer (in such capacity, together with its successors and assigns, the “Servicer”), LEAF FUNDING, INC., a Delaware corporation (“LEAF Funding”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF III”), the Required Lenders and MERRILL LYNCH BANK USA, a Utah industrial bank (“MLBUSA”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”).

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AMENDMENT No. 1 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • March 31st, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of September 24, 2007 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation (the “Originator”) and LEAF FUND III, LLC, a Delaware limited liability company (the “Borrower”).

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SECOND AMENDMENT TO CREDIT DOCUMENTS
Credit Documents • March 31st, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania

This SECOND AMENDMENT TO CREDIT DOCUMENTS (the “Second Amendment”) dated November 30, 2007, is by and between LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (the “Borrower”), and National City Bank, as the sole Lender on the date hereof (the “Lender”), and as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lender and other lenders from time to time (the “Lenders”).

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SECURED LOAN AGREEMENT Dated as of June 19, 2007 LEAF FUND III, LLC, as Borrower LEAF FUNDING, INC., as Originator LEAF EQUIPMENT LEASING INCOME FUND III, L.P., as Seller LEAF FINANCIAL CORPORATION, as Servicer U.S. BANK NATIONAL ASSOCIATION, as...
Secured Loan Agreement • August 14th, 2007 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

SECURED LOAN AGREEMENT, dated as of June 19, 2007, among LEAF FUND III, LLC, a Delaware limited liability company (the “Borrower”), LEAF FUNDING, INC., a Delaware corporation (in its capacity as originator of Contracts from Approved Originators, “LEAF Originator”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (in its capacity as collateral agent, the “Collateral Agent” and, in its capacity as securities intermediary, the “Securities Intermediary”) and WESTLB AG, NEW YORK BRANCH (the “Lender”).

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AMENDMENT No. 1 TO RECEIVABLES LOAN AND SECURITY AGREEMENT
Receivables Loan and Security Agreement • May 21st, 2010 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT No. 1 TO RECEIVABLES LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of April 13, 2010 among LEAF III C SPE, LLC, a Delaware limited liability company (the “Borrower”), LEAF FUNDING, INC. (“LEAF”), as Originator (the “Originator”), LEAF FINANCIAL CORPORATION (“LEAF Financial”) as Servicer, AUTOBAHN FUNDING COMPANY LLC (the “Lender”), DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN (the “Agent”) and LEAF EQUIPMENT LEASING INCOME FUND III, L.P. ( “LEAF III” or the “Partnership”), as a Seller (the “Seller”).

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LOAN AND SECURITY AGREEMENT dated as of May 30, 2008 among LEAF III B SPE, LLC, The Lenders Party Hereto, and KEY EQUIPMENT FINANCE INC., as Facility Agent and Collateral Agent
Loan and Security Agreement • August 14th, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

This LOAN AND SECURITY AGREEMENT, dated as of May 30, 2008 (this “Agreement”), among LEAF III B SPE, LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States (together with its successors and assigns, the “Paying Agent”), and KEY EQUIPMENT FINANCE INC., a Michigan corporation (“KEF”), as facility agent and collateral agent (together with its permitted successors in such capacities, the “Facility Agent” and the “Collateral Agent”).

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LOAN AND SECURITY AGREEMENT dated as of July 2, 2007 among LEAF III A SPE, LLC, The Lenders Party Hereto, and MERRILL LYNCH BANK USA, as Administrative Agent
Loan and Security Agreement • November 14th, 2007 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

This LOAN AND SECURITY AGREEMENT, dated as of July 2, 2007 (this “Agreement”), among LEAF III A SPE, LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto and MERRILL LYNCH BANK USA, a Utah industrial bank (“MLBUSA”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”).

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WAIVER
Waiver • November 16th, 2009 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing

Reference is made to that certain Receivables Loan and Security Agreement (the “Agreement”) dated as of November 21, 2008 among LEAF III C SPE, LLC, LEAF Funding, Inc., LEAF Financial Corporation, LEAF Equipment Leasing Income Fund III, L.P. (“Seller”), Autobahn Funding Company LLC (“Lender”), DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main (“Agent”), U.S. Bank National Association, and Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Agreement.

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AMENDMENT AGREEMENT NO. 2
Amendment Agreement • August 14th, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

AMENDMENT AGREEMENT NO. 2, dated as of April 22, 2008 (this “Agreement”), among LEAF III A SPE, LLC, a Delaware limited liability company (“Borrower”), LEAF FINANCIAL CORPORATION, a Delaware corporation (“LEAF Financial”), as servicer (in such capacity, together with its successors and assigns, the “Servicer”), LEAF FUNDING, INC., a Delaware corporation (“LEAF Funding”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF III”), the Required Lenders and MERRILL LYNCH BANK USA, a Utah industrial bank (“MLBUSA”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”).

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