Set-Off
77
Section 14.17
Confidentiality
78
Section 14.18
Entire Agreement
78
Section 14.19
Future Assurances
78
Section 14.20
[Reserved].
78
Section 14.21
Third-Party Beneficiaries
78
iii
APPENDICES
APPENDIX A
Defined Terms
EXHIBITS
EXHIBIT A
[Intentionally Omitted]
EXHIBIT B
Form of Custodial Agreement
EXHIBIT C
Form of Interest Rate
Hedging Agreement
EXHIBIT D
Eligibility Criteria
EXHIBIT E
Form of Contract
EXHIBIT F
Financial Statements of the
Servicer
EXHIBIT G
Underwriting Guidelines
EXHIBIT H
Form of Note
EXHIBIT I
Notice of Borrowing and
Pledge
EXHIBIT J
Forms of Opinion of Counsel
to LEAF Parties
EXHIBIT K
Filing Jurisdictions and
Offices
EXHIBIT L
Trade Names, Etc.
EXHIBIT M
Form of Borrowing Base
Deficiency Notice
EXHIBIT N
Schedule of LEAF
Indebtedness
EXHIBIT O
Schedule of LEAF Insurance
EXHIBIT P
Form of Vehicle Lienholder
Nominee Agreement
SECURED LOAN AGREEMENT
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").
WITNESSETH:
WHEREAS, the Borrower wishes to borrow certain sums from time to time to provide
financing of the purchase of certain Contracts;
WHEREAS, pursuant to the terms and conditions of the Servicing Agreement such
Contracts shall be serviced by the Servicer;
WHEREAS, such Contracts and related Collateral shall secure Advances to be made
by Lender hereunder and the other Secured Obligations; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
Article I
DEFINITIONS AND ACCOUNTING MATTERS
Section 1.01
Defined Terms.
Whenever used in
this Agreement (including, without limitation, in the preambles and the exhibits
hereto), capitalized terms used and not otherwise defined herein shall have the
meanings set forth in Appendix A attached hereto.
Any and all terms used in
this Agreement which are defined in the UCC shall be construed and defined in
accordance with the meaning and definition ascribed to such terms under the UCC,
unless otherwise defined in Appendix A.
Section 1.02
Accounting Terms and
Determinations.
Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Lender hereunder shall be prepared, in accordance with GAAP.
Article II
ADVANCES, NOTE AND PREPAYMENTS
Section 2.01
Advances.
(a)
Subject to the terms and conditions of this Loan Agreement, and relying on
the representations, warranties and covenants of the Borrower hereinafter set
forth, the Lender agrees to make one or more loans (each, an "Advance"; and
collectively, the "Advances") to