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WAIVER AND AMENDMENT AGREEMENT
WAIVER
AND AMENDMENT AGREEMENT
, dated as of March 31, 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 ”).
WITNESSETH :
WHEREAS ,
capitalized terms used herein shall have the meanings
ascribed thereto in the Definitions and Rules of Construction
attached as Appendix A to the Purchase and Sale Agreement,
dated as of July 2, 2007, between LEAF Funding and LEAF III,
as amended, supplemented or otherwise modified as of the date
hereof;
WHEREAS , the
Servicer, Borrower and LEAF III have requested, and the
Required Lenders have agreed to a certain waiver as set forth
below;
WHEREAS , the
parties hereto intend to amend certain Transaction Documents
on the terms and subject to the satisfaction of the
conditions set forth herein.
NOW, THEREFORE , in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties
hereto hereby agree as follows:
SECTION
1.
Waiver . The Required Lenders hereby grant a
waiver of the requirement that LEAF III and Borrower comply with
subsection (n) of the definition of Servicer Default for the fiscal
quarter ending December 31, 2007, such waiver to be applicable
solely with respect to such fiscal quarter.
SECTION
2.
Amendment .
(a)
As
of the Effective Date, the Definitions and Rules of Construction
attached to the Purchase and Sale Agreement as Appendix A is hereby
amended to add, replace and otherwise revise (as the case may be)
definitions in alphabetical order as follows:
(i)
“
Lenders
”: the following is added after the term “Assignment
Agreement”: “, a Support Agreement.”
(ii)
“
LIBO Rate
Lender ”: the following is added at the end of such
definition: “and any Support Institution which provides
credit or liquidity support to a CP Rate Lender under a Support
Agreement.”
(iii)
“
Scheduled
Maturity Date ” means November 24, 2008.
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(b)
As
of April 22, 2008, the Definitions and Rules of Construction
attached to the Purchase and
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