FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
EXECUTION
COPY
FIRST
AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS
FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENT, dated as December 21, 2006
(this “Amendment”),
is
entered into by LEAF Funding, Inc., a Delaware corporation (“LEAF”) and Resource
Capital Funding II, LLC, a Delaware limited liability company (the “Purchaser”).
R E C I T A L S
A. LEAF
and
the Purchaser are parties to the Purchase and Sale Agreement, dated as of
October 31, 2006 (as amended, supplemented or otherwise modified from time
to
time, the “Agreement”);
B. The
parties hereto desire to amend the Agreement on the terms and conditions set
forth herein.
NOW
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Certain
Defined Terms.
Capitalized terms used but not defined herein shall have the meanings set forth
for such terms in Section
1.2
of the
Agreement.
2. Amendments
to the Agreement.
The
Agreement is hereby amended to incorporate the changes reflected on Exhibit
A
hereto.
3. Effect
of Amendment.
Except
as expressly amended and modified by this Amendment, all provisions of the
Agreement shall remain in full force and effect. After the date hereof, all
references in the Agreement to “this Agreement”, “hereof”, or words of similar
effect referring to such Agreement shall be deemed to be references to the
Agreement as amended by this Amendment. This Amendment shall not be deemed
to
expressly or impliedly waive, amend or supplement any provision of the Agreement
other than as set forth herein.
4. Counterparts.
This
Amendment may be executed in any number of counterparts and by different parties
on separate counterparts, each of which shall be deemed to be an original and
all of which when taken together shall constitute but one and the same
instrument.
5. Governing
Law.
This
Amendment shall be governed by, and construed in accordance with, the law of
the
State of New York without regard to any otherwise applicable principles of
conflicts of law.
6. Section
Headings.
The
various headings of this Amendment are included for convenience only and shall
not affect the meaning or interpretation of this Amendment, the Agreement or
any
provision hereof or thereof.
Signature
pages follow
IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.
LEAF
FUNDING, INC.
By:______________________________
Name:
Title:
RESOURCE
CAPITAL FUNDING II, LLC
as
Purchaser
By:______________________________
Name:
Title:
Exhibit
A
AMENDMENTS
