U.S. $250,000,000 RECEIVABLES LOAN AND SECURITY AGREEMENT Dated as of October 31, 2006 Among RESOURCE CAPITAL FUNDING II, LLC, as the Borrower and LEAF FINANCIAL CORPORATION, as the Servicer and MORGAN STANLEY BANK, N.A. As Collateral Agent and MORGAN...Receivables Loan and Security Agreement • April 2nd, 2010 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
INDENTURE between LEAF RECEIVABLES FUNDING 4, LLC, as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Trustee and Custodian Equipment Contract Backed Notes, Series 2010-3, Class A, Equipment Contract Backed Notes, Series 2010-3, Class B, Equipment Contract...Indenture • November 15th, 2010 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
This Indenture, dated as of July 4, 2010 (as amended, supplemented or modified from time to time, this “Indenture”), is entered into between LEAF RECEIVABLES FUNDING 4, LLC, a Delaware limited liability company, as Issuer and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee and as Custodian.
RECEIVABLES LOAN AND SECURITY AGREEMENT Dated as of November 1, 2007 Among LEAF CAPITAL FUNDING III, LLC, as the Borrower and LEAF FINANCIAL CORPORATION, as the Servicer and MORGAN STANLEY BANK, N.A. As Collateral Agent and MORGAN STANLEY ASSET...Receivables Loan and Security Agreement • April 2nd, 2010 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
FIRST AMENDMENT TO INDENTURE (2011-1)Indenture • April 1st, 2013 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing
This First Amendment (this “Amendment”) to the Indenture referenced below is entered into as of February 25, 2013, by and among LEAF Receivables Funding 6, 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”).
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • November 23rd, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • Delaware
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”) is made as of this 31st day of August, 2009, by and between LEAF Equipment Finance Fund 4, L.P., a Delaware limited partnership (“LEAF 4”), and LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership (“LEAF III”).
DATED 15 July 2009 RESOURCE CAPITAL FUNDING, LLC (as Borrower) LEAF FINANCIAL CORPORATION (as Servicer) BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH (as Agent) LYON FINANCIAL SERVICES, INC. (D/B/A U.S. BANK PORTFOLIO SERVICES) (as Backup...Ninth Amendment Agreement • August 14th, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
LEAF EQUIPMENT FINANCE FUND 4, L.P. DEALER-MANAGER AGREEMENT WITH CHADWICK SECURITIES, INC.Dealer-Manager Agreement • August 6th, 2008 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania
The undersigned, LEAF Asset Management, LLC (the “General Partner”), and LEAF Equipment Finance Fund 4, L.P. (the “Partnership”), confirm their agreement with you, as Dealer-Manager, as set forth below.
LIMITED LIABILITY COMPANY AGREEMENT OF LEAF FUNDS JOINT VENTURE 2, LLCLimited Liability Company Agreement • May 12th, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF LEAF FUNDS JOINT VENTURE 2, LLC dated as of this 1st day of March, 2009 (this “Agreement”), is made by and among those persons listed on Exhibit A attached hereto, as amended from time to time after the date hereof (each, a “Member” and together, the “Members”). The Members, intending to be legally bound, hereby set forth the terms of their agreement as to the affairs of LEAF Funds Joint Venture 2, LLC (the “Company”) and the conduct of the Company’s business, as follows:
FORBEARANCE, RESERVATION OF RIGHTS AND AMENDMENTForbearance, Reservation of Rights and Amendment • November 23rd, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
This FORBEARANCE, RESERVATION OF RIGHTS AND AMENDMENT (this “Forbearance”), dated as of October 31, 2009, is entered into by and among RESOURCE CAPITAL FUNDING II, LLC (the “Borrower”), LEAF FINANCIAL CORPORATION (the “Servicer”), MORGAN STANLEY BANK, N.A. (f/k/a Morgan Stanley Bank) (“Morgan Stanley”), as a Lender and Collateral Agent, LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services) (the “Backup Servicer”), U.S. BANK NATIONAL ASSOCIATION, as Custodian (in such capacity, the “Custodian”) and as Lender’s Bank (in such capacity, the “Lender’s Bank”), and MORGAN STANLEY CAPITAL SERVICES INC. (the “Qualifying Swap Counterparty”).
INDENTURE BY LEAF COMMERCIAL FINANCE FUND, LLCIndenture • May 12th, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
FORM OF ORIGINATION AND SERVICING AGREEMENTOrigination and Servicing Agreement • March 24th, 2008 • LEAF Equipment Finance Fund 4, L.P. • Pennsylvania
ORIGINATION AND SERVICING AGREEMENT, dated as of the day of , 200___ (the “Agreement”) by and between LEAF EQUIPMENT FINANCE FUND 4, L.P. (“LEAF 4”), a Delaware limited partnership, 110 S. Poplar Street, Suite 101, Wilmington, DE 19801, LEAF FINANCIAL CORPORATION (“LEAF Financial”), a Delaware corporation, One Commerce Square, 2005 Market Street, Suite 1500, Philadelphia, PA 19103, and LEAF FUNDING, INC. (“LEAF Funding”), a Delaware corporation, 110 S. Poplar Street, Suite 101, Wilmington, DE 19801.
AMENDMENT NO. 11 TO RECEIVABLES LOAN AND SECURITY AGREEMENTReceivables Loan and Security Agreement • May 21st, 2010 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing
This AMENDMENT NO. 11 TO RECEIVABLES LOAN AND SECURITY AGREEMENT, (this “Amendment”) is dated as of April 30, 2010, by and among Resource Capital Funding, LLC, as borrower (“Borrower”), LEAF Financial Corporation (“LEAF Financial”), as Servicer, Black Forest Funding LLC (f/k/a Black Forest Funding Corporation) (“Black Forest”) and the other lenders party thereto from time to time, UniCredit Bank AG, New York Branch (f/k/a Bayerische Hypo-und Vereinsbank AG, New York Branch) (“HVB”), as agent (the “Agent”), U.S. Bank National Association, as the custodian and the agent’s bank and Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the backup servicer. Capitalized terms used but not defined herein have the meanings provided in the RLSA (as defined below).
FORBEARANCE AND RESERVATION OF RIGHTSForbearance Agreement • November 23rd, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
This FORBEARANCE AND RESERVATION OF RIGHTS (this “Forbearance”), dated as of November 20, 2009, is entered into by and among LEAF CAPITAL FUNDING III, LLC (the “Borrower”), LEAF FINANCIAL CORPORATION (the “Servicer”), MORGAN STANLEY ASSET FUNDING INC. (“Morgan Stanley AFI”), as a Class A Lender and 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LEAF COMMERCIAL FINANCE FUND, LLCLimited Liability Company Agreement • May 12th, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of LEAF Commercial Finance Fund, LLC (the “Company”) is made as of March 1, 2009, and amends and restates in its entirety the Limited Liability Company Agreement of the Company dated as of October 1, 2007. The Company shall have two classes of members: Class A Members and Class B Members. The Class A Members and the Class B Members are sometimes collectively referred to as the “Members.” The Members, intending to be legally bound, hereby set forth the terms of their agreement as to the affairs of the Company and the conduct of its business, as follows:
FORBEARANCE AND RESERVATION OF RIGHTSForbearance and Reservation of Rights • November 23rd, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
This FORBEARANCE AND RESERVATION OF RIGHTS (this “Forbearance”), dated as of October 30, 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, LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services) (the “Backup Servicer”), U.S. BANK NATIONAL ASSOCIATION, as Custodian (in such capacity, the “Custodian”) and as Lenders’ Bank (in such capacity, the “Lenders’ Bank”), and MORGAN STANLEY CAPITAL SERVICES INC. (the “Qualifying Swap Counterparty”).
SALE AND ASSIGNMENT AGREEMENTSale and Assignment Agreement • August 14th, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing
THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is made as of this 30th day of June, 2009, by and between LEAF Asset Management, LLC, a Delaware limited liability company (“Seller”) and LEAF Equipment Finance Fund 4, L.P., a Delaware limited partnership (“Buyer”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEAF EQUIPMENT FINANCE FUND 4, L.P.Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership • October 20th, 2011 • LEAF Equipment Finance Fund 4, L.P. • 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 Finance Fund 4, 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.
MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN LEAF FINANCIAL CORPORATION AND LEAF FUNDS JOINT VENTURE 2, LLCMembership Interest Purchase Agreement • May 12th, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of this 1st day of March, 2009, by and between LEAF Financial Corporation, a Delaware corporation (“LFC”), and LEAF Funds Joint Venture 2, LLC, a Delaware limited liability company (“LEAF JV2”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEAF EQUIPMENT FINANCE FUND 4, L.P.Limited Partnership Agreement • May 8th, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • Delaware
This Amended and Restated Agreement of Limited Partnership is made and entered into by and among LEAF Asset Management, LLC, a Delaware limited liability company, as the General Partner, LEAF Financial Corporation, a Delaware corporation, as the “Original Limited Partner,” and such other persons who may be admitted to the Partnership from time to time as Limited Partners.
FORBEARANCE, RESERVATION OF RIGHTS AND AMENDMENTForbearance, Reservation of Rights and Amendment • May 21st, 2010 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
This FORBEARANCE, RESERVATION OF RIGHTS AND AMENDMENT (this “Forbearance”), dated as of April 21, 2010, is entered into by and among RESOURCE CAPITAL FUNDING II, LLC (the “Borrower”), LEAF FINANCIAL CORPORATION (“LEAF Financial”), as Servicer (in such capacity, the “Servicer”), MORGAN STANLEY ASSET FUNDING INC. (“Morgan Stanley AFI”), as Lender, LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services) (the “Backup Servicer”), U.S. BANK NATIONAL ASSOCIATION, as Custodian (in such capacity, the “Custodian”), and as Lender’s Bank (in such capacity, the “Lender’s Bank”), and MORGAN STANLEY CAPITAL SERVICES INC. (the “Qualifying Swap Counterparty”).
FORBEARANCE AND RESERVATION OF RIGHTSForbearance and Reservation of Rights • November 23rd, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
This FORBEARANCE AND RESERVATION OF RIGHTS (this “Forbearance”), dated as of November 20, 2009, is entered into by and among RESOURCE CAPITAL FUNDING II, LLC (the “Borrower”), LEAF FINANCIAL CORPORATION (the “Servicer”), MORGAN STANLEY ASSET FUNDING INC. (“Morgan Stanley AFI”), as a Lender, and MORGAN STANLEY CAPITAL SERVICES INC. (the “Qualifying Swap Counterparty”).
INDENTURE between LEAF RECEIVABLES FUNDING 6, LLC, as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Trustee and Custodian Equipment Contract Backed Notes, Series 2011-1, Class A, Equipment Contract Backed Notes, Series 2011-1, Class B, Equipment Contract...Indenture • May 16th, 2011 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
This Indenture, dated as of January 6, 2011 (as amended, supplemented or modified from time to time, this “Indenture”), is entered into between LEAF RECEIVABLES FUNDING 6, LLC, a Delaware limited liability company, as Issuer and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee and as Custodian.
EIGHTH AMENDMENT AGREEMENTReceivables Loan and Security Agreement • August 14th, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing
EIGHTH AMENDMENT AGREEMENT, dated as of June 30, 2009 (this “Amendment”), to the Receivables Loan and Security Agreement, dated as of March 31, 2006, among Resource Capital Funding, LLC, as Borrower (the “Borrower”), Leaf Financial Corporation, as Servicer (the “Servicer”), Black Forest Funding Corporation, as Lender (the “Lender”), Bayerische Hypo- und Vereinsbank AG, New York Branch, as Agent (the “Agent”), U.S. Bank National Association, as Custodian and the Agent’s Bank, and Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the Backup Servicer (as the same has been and may be further amended, supplemented, modified and/or restated in accordance with its terms, the “RLSA”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed thereto in the RLSA.
FORM OF ADDENDUM TO SELLING DEALER AGREEMENT LEAF EQUIPMENT FINANCE FUND 4, L.P.Selling Dealer Agreement • August 6th, 2008 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania
This is an Addendum to that certain Selling Dealer Agreement, a copy of which is attached hereto (the “Selling Dealer Agreement”), entered into on , 200 ___ by and between Chadwick Securities, Inc. (the “Dealer-Manager”) and (the “Selling Dealer”), pursuant to which the Selling Dealer will solicit purchasers of limited partner interests (the “Units”) of LEAF Equipment Finance Fund 4, L.P. (the “Partnership”) to be sold pursuant to a registration statement which has been declared effective by the SEC (the “Offering”). This Addendum shall be effective as of the day of , 200_.
LOAN AND SECURITY AGREEMENT by and among LEAF 4A SPE, LLC, as Borrower, LEAF Equipment Finance Fund 4, L.P., as Parent LEAF Funding, Inc., as Originator LEAF Financial Corporation, as Servicer THE LENDERS THAT ARE SIGNATORIES HERETO, as the Lenders,...Loan and Security Agreement • March 31st, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of February 9, 2009 by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and WELLS FARGO FOOTHILL, LLC,, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and, on the other hand, LEAF 4A SPE, LLC,, a Delaware limited liability company (“Borrower”), LEAF FUNDING, INC., a Delaware corporation (“Originator”), LEAF EQUIPMENT FINANCE FUND 4, L.P., a Delaware limited partnership (“Parent”), and LEAF FINANCIAL CORPORATION, a Delaware corporation (“Servicer”).
FORBEARANCE AND RESERVATION OF RIGHTSForbearance and Reservation of Rights • May 15th, 2009 • LEAF Equipment Finance Fund 4, 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 RESOURCE CAPITAL FUNDING II, LLC (the “Borrower”), LEAF FINANCIAL CORPORATION (the “Servicer”), MORGAN STANLEY BANK, N.A. (f/k/a Morgan Stanley Bank) (“Morgan Stanley”), as a Lender and Collateral Agent and MORGAN STANLEY CAPITAL SERVICES INC. (the “Qualifying Swap Counterparty”).
EXHIBIT “A” FORM OF ESCROW AGREEMENT OF LEAF EQUIPMENT FINANCE FUND 4, L.P.Escrow Agreement • June 6th, 2008 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania
THIS AGREEMENT is dated as of , 200___, by and among LEAF Asset Management, LLC, a Delaware limited liability company (the “General Partner”), Chadwick Securities, Inc., a Pennsylvania corporation, (the “Dealer-Manager”), LEAF Equipment Finance Fund 4, L.P., a Delaware limited partnership (the “Partnership”), and T.D. Bank, National Association, as escrow agent (the “Escrow Agent”).
RECEIVABLES LOAN AND SECURITY AGREEMENT Dated as of March 31, 2006 Among RESOURCE CAPITAL FUNDING, LLC, as the Borrower and LEAF FINANCIAL CORPORATION, as the Servicer and BLACK FOREST FUNDING CORPORATION, as a Lender and BAYERISCHE HYPO- UND...Receivables Loan and Security Agreement • August 14th, 2009 • LEAF Equipment Finance Fund 4, L.P. • Services-miscellaneous equipment rental & leasing • New York
