0000083402-06-000030 Sample Contracts

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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