Amendment No. 7 to Secured Loan Agreement



 Exhibit 10.1 
 AMENDMENT No. 7 TO SECURED LOAN AGREEMENT 
 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”), LEASE EQUITY APPRECIATION FUND II, 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 II, LLC, a Delaware limited liability company (the “Borrower”). 
 W I T N E S S E T H: 
 WHEREAS, the
parties hereto are parties to the Secured Loan Agreement, dated as of June 1, 2005 (as modified, amended or supplemented from time to time, the “Secured Loan Agreement”); 
 WHEREAS, pursuant to Section 14.04 of the Secured Loan Agreement, the parties hereto wish to amend the Secured Loan Agreement and hereby agree that
the Secured Loan Agreement is hereby amended; and 
 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows: 
 SECTION 1. Definitions. 
 (a) Whenever used in this Amendment, capitalized terms used and not otherwise defined herein shall have the meanings set forth in
Appendix A to the Secured Loan Agreement. 
 (b) Any term that relates to a document or a statute, rule, or regulation
includes any amendments, modifications, supplements, or any other changes that may have occurred since the document, statute, rule, or regulation came into being, including changes that occur after the date of this Amendment. 
 SECTION 2. Amendments. 
 (a)
The definitions of Expected Facility Termination Date and Maximum Facility Amount in Appendix A shall be struck in their entirety and replaced with: 
 “Expected Facility Termination Date” means July 31, 2009. 
 “Maximum Facility Amount” means $125,000,000. 
 b) The Note is hereby modified so that the Maximum
Facility Amount thereunder is $125,000,000. 







 SECTION 3. Effective Date. The effective date of this Amendment shall be the date hereof.

 SECTION 4. Representations and Warranties. 
 Borrower, LEAF and Servicer each hereby severally certifies as to itself that its respective representations and warranties set forth in Article VI of the Secured Loan Agreement (and any other representations and
warranties made by Borrower, LEAF or Servicer in the Secured Loan Agreement) are true and correct on the date hereof with the same force and effect as if made on the date hereof, except to the extent such representations and warranties speak
specifically to an earlier date in which case they shall have been true and correct on such date. In addition, Borrower, LEAF and Servicer each severally represents and warrants (which representations and warranties shall survive the execution and
delivery hereof) that (a) no unwaived Facility Termination Event or Event of Default (nor any event that but for notice or lapse of time or both would constitute an unwaived Facility Termination Event or Event of Default) shall have occurred
and be continuing as of the date hereof nor shall any unwaived Facility Termination Event or Event of Default (nor any event that but for notice or lapse of time or both would constitute an unwaived Facility Termination Event or Event of Default)
occur due to this Amendment becoming effective, (b) Borrower, LEAF and Servicer each has the power and authority to execute and deliver this Amendment and has taken or caused to be taken all necessary actions to authorize the execution and
delivery of this Amendment, (c) no consent of any other person (including, without limitation, members or creditors of Borrower, LEAF or Servicer), and no action of, or filing with any governmental or public body or authority is required to
authorize, or is otherwise required in connection with the execution and performance of this Amendment, other than such that have been obtained, (d) the Secured Loan Agreement, as amended by this Amendment, constitutes the legal, valid and
binding obligation of Servicer, LEAF and the Borrower, enforceable against them in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of general
application affecting creditors’ rights generally and by general principles of equity (whether such enforceability is considered in a proceeding in equity or law), and (e) the execution, delivery and performance of this Amendment will not
violate any provision of any existing law or regulation or any order or decree of any court, regulatory body or administrative agency or the certificate of formation or the limited liability company agreement of Servicer, LEAF or Borrower or any
material indenture, agreement, mortgage, deed of trust or other instrument to which Servicer, LEAF or the Borrower is a party or by which it is bound. 
 SECTION 5. Ratification. Upon execution of this Amendment, the Secured Loan Agreement shall be amended in accordance herewith, and the respective rights, limitations, obligations, duties, liabilities and
immunities of the parties shall hereafter be determined, exercised and enforced subject in all respects to such amendments, and the terms of this Amendment shall be a part of the Secured Loan Agreement for any and all purposes. Except as modified
and expressly amended by this Amendment, the Amendment is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. 
  

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 SECTION 6. GOVERNING LAW. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF. 
 SECTION 7. Counterparts. For the purpose of facilitating the execution of this Amendment and for other purposes, this Amendment may be executed simultaneously in any number of counterparts, each of which shall
be deemed to be an original and together shall constitute and be one and the same instrument. 
 SECTION 8. Severability of
Provisions. If any one or more of the provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the remaining provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions or terms of this Amendment. 
 SECTION 9. Amendment.
This Amendment may be amended or modified from time to time by the parties hereto, but only by an instrument in writing signed by each of the parties hereto. 
 SECTION 10. Headings. The Section headings are not part of this Amendment and shall not be used in its interpretation. 
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above
written. 
  

					
	 LEAF FUND II, LLC,

		 	as Borrower
			
		 	By: 	 	/s/ Miles Herman
		 		 	Name: Miles Herman
		 		 	Title: VP – Equipment Leasing
	
	 LEASE EQUITY APPRECIATION FUND II, L.P.,

		 	as Seller
			
		 	By:	 	LEAF FINANCIAL CORPORATION,
		 		 	as General Partner
			
		 	By:	 	/s/ Miles Herman
		 		 	Name: Miles Herman
		 		 	Title: President/COO
	
	 LEAF FINANCIAL CORPORATION, as Servicer

			
		 	By:	 	/s/ Miles Herman
		 		 	Name: Miles Herman
		 		 	Title: President/COO
	
	 LEAF FUNDING INC., as Originator

			
		 	By:	 	/s/ Miles Herman
		 		 	Name: Miles Herman
		 		 	Title: Executive Vice President










					
	 U.S. BANK NATIONAL ASSOCIATION, as
 Collateral Agent and Securities Intermediary

			
		 	By: 	 	/s/ Diane L. Reynolds
		 		 	Name: Diane L. Reynolds
		 		 	Title: Vice President
	
	 WESTLB AG, NEW YORK BRANCH, as Lender

			
		 	By:	 	/s/ Matthew Tallo
		 		 	Name: Matthew Tallo
		 		 	Title: Executive Director
			
		 	By:	 	/s/ Vesselina Koleva
		 		 	Name: Vesselina Koleva
		 		 	Title: Director