0000893220-08-002430 Sample Contracts

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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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”).

AMENDMENT AGREEMENT NO. 2
Amendment Agreement No. 2 • 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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