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Lease Equity Appreciation Fund II, L.P. Sample Contracts

EXHIBIT "A" ESCROW AGREEMENT
Escrow Agreement • November 12th, 2004 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania
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A-i AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEASE EQUITY APPRECIATION FUND II, L.P.
Limited Partnership Agreement • March 31st, 2005 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing • Delaware
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DEALER-MANAGER AGREEMENT WITH ANTHEM SECURITIES, INC.
Dealer-Manager Agreement • September 8th, 2004 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania
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FIRST AMENDMENT TO SECURED LOAN AGREEMENT This First Amendment (this "Amendment") to the Secured Loan Agreement referenced below is entered into as of December __, 2005, among Leaf Fund II, LLC, a Delaware limited liability company, as Borrower (the...
Secured Loan Agreement • January 18th, 2006 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing
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EXHIBIT 10.2 EMPLOYMENT AGREEMENT BETWEEN LEAF FINANCIAL CORPORATION (FORMERLY KNOWN AS F.L. PARTNERSHIP MANAGEMENT, INC.) AND CRIT DEMENT EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of the _ day of November, 2001 by and...
Employment Agreement • September 8th, 2004 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania
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EXHIBIT 1.3 LEASE EQUITY APPRECIATION FUND II, L.P. FORM OF SELECTED INVESTMENT ADVISOR AGREEMENT SELECTED INVESTMENT ADVISOR AGREEMENT
Selected Investment Advisor Agreement • September 8th, 2004 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania
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AMENDMENT No. 9 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • November 16th, 2009 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of August 29, 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”).

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EXHIBIT 10.1 FORM OF ORIGINATION & SERVICING AGREEMENT
Origination & Servicing Agreement • August 15th, 2005 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing • Pennsylvania
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AMENDMENT No. 5 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • August 14th, 2008 • Lease Equity Appreciation Fund II, 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”), 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”).

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AMENDMENT NO. 6 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • March 26th, 2009 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of March 6, 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”).

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AMENDMENT NO. 15 TO LOAN AGREEMENT
Loan Agreement • August 13th, 2012 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

This AMENDMENT NO. 15 TO LOAN AGREEMENT (this “Amendment”), dated as of June 29, 2012 (the “Effective Date”), is entered into 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”), LEAF FUND II, LLC, a Delaware limited liability company (the “Borrower”), and RESOURCE AMERICA, INC., a Delaware corporation, and the parent of the Servicer and the Originator (“Resource”).

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AMENDMENT No. 14 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • April 1st, 2010 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of February 25, 2010 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”).

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AMENDMENT No. 12 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • April 1st, 2010 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of November 30, 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”).

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FIRST AMENDMENT TO SECURED LOAN AGREEMENT
Secured Loan Agreement • March 30th, 2006 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

This First Amendment (this “Amendment”) to the Secured Loan Agreement referenced below is entered into as of December __, 2005, among Leaf Fund II, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), Leaf Funding, Inc., a Delaware corporation, as Originator (the “Originator”), Lease Equity Appreciation Fund II, L.P., a Delaware limited partnership, as Seller (the “Seller”), Leaf Financial Corporation, a Delaware corporation, as Servicer (the “Servicer”), U.S. Bank National Association, a national banking association, as Collateral Agent (in such capacity, the “Collateral Agent”) and as Securities Intermediary (in such capacity, the “Securities Intermediary”) and WestLB AG, New York Branch, as Lender (the “Lender”).

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SECOND AMENDMENT TO SECURED LOAN AGREEMENT
Secured Loan Agreement • August 14th, 2006 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

This Second Amendment (this “Amendment”) to the Secured Loan Agreement referenced below is entered into as of June 29, 2006, among Leaf Fund II, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), Leaf Funding, Inc., a Delaware corporation, as Originator (the “Originator”), Lease Equity Appreciation Fund II, L.P., a Delaware limited partnership, as Seller (the “Seller”), Leaf Financial Corporation, a Delaware corporation, as Servicer (the “Servicer”), U.S. Bank National Association, a national banking association, as Collateral Agent (in such capacity, the “Collateral Agent”) and as Securities Intermediary (in such capacity, the “Securities Intermediary”) and WestLB AG, New York Branch, as Lender (the “Lender”).

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AMENDMENT AGREEMENT
Amendment Agreement • March 30th, 2007 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing • New York

AMENDMENT AGREEMENT, dated as of January 29, 2007 (this “Agreement”), among LEAF FUNDING, INC., a Delaware corporation (“LEAF Funding”), LEAF INSTITUTIONAL DIRECT MANAGEMENT, LLC, a Delaware limited liability company, LEAF FINANCIAL CORPORATION, a Delaware corporation, LEASE EQUITY APPRECIATION FUND II, L.P., a Delaware limited partnership, LEAF II B SPE, LLC, a Delaware limited liability company (“LEAF II”), and MERRILL LYNCH COMMERCIAL FINANCE CORP., a Delaware corporation.

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EXHIBIT 1.4 LEASE EQUITY APPRECIATION FUND II, L.P.
Dealer-Manager Agreement • December 27th, 2005 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing
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AMENDMENT No. 3 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • March 31st, 2008 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of December 21, 2007 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”).

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LEAF Fund II, LLC Lease Equity Appreciation Fund II, L.P. LEAF Financial Corporation LEAF Funding, Inc. Resource America, Inc.
Loan Agreement • March 31st, 2014 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing
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INDENTURE among LEAF II RECEIVABLES FUNDING, LLC, as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Custodian Equipment Contract Backed Notes, Series 2007-1, Class A-1, Equipment Contract Backed Notes,...
Indenture • March 26th, 2009 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing • New York

This Indenture, dated as of June 1, 2007 (as amended, supplemented or modified from time to time, this “Indenture”), is entered into among LEAF II RECEIVABLES FUNDING, LLC, a Delaware limited liability company, as Issuer and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee and as Custodian.

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ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • November 14th, 2006 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing • New York

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT, dated as of September 29, 2006 (this “Agreement”), among LEAF FUNDING, INC., a Delaware corporation (“LEAF Funding”), LEAF INSTITUTIONAL DIRECT MANAGEMENT, LLC, a Delaware limited liability company (“LEAF IDM”), LEAF FINANCIAL CORPORATION, a Delaware corporation ("LEAF Financial"), LEASE EQUITY APPRECIATION FUND II, L.P., a Delaware limited partnership (“LEAF II”), LEAF II B SPE, LLC, a Delaware limited liability company (“LEAF II B SPE”), MERRILL LYNCH EQUIPMENT FINANCE LLC, a Delaware limited liability company (“MLEF”), MERRILL LYNCH COMMERCIAL FINANCE CORP., a Delaware corporation ("Lender”), and U.S. BANK NATIONAL ASSOCIATION, as Custodian and Paying Agent ("U.S. Bank").

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AMENDMENT No. 10 TO SECURED LOAN AGREEMENT
Secured Loan Agreement • November 16th, 2009 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of September 30, 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”).

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